EXHIBIT 4.5





                         COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                          ALTERNATE ACHIEVEMENTS, INC.
                                  (THE COMPANY)

                                       AND

                    THOMSON KERNAGHAN & CO. LIMITED, AS AGENT
                                 (THE PURCHASER)



DATED AS OF FEBRUARY 24, 2000










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                         COMMON STOCK PURCHASE AGREEMENT

                  This Common Stock Purchase  Agreement  (this  "Agreement")  is
made and entered into as of February 24, 2000 (the  "Effective  Date"),  between
Alternate Achievements, Inc. (the "Company"), a Florida corporation, and Thomson
Kernaghan & Co. Limited, as Agent (the "Purchaser").

                                   Background

                  The Company has authorized the issuance, sale, and delivery of
350,000 shares (the "Shares") of the Company's  Common Stock,  par value $0.0001
("Common Stock") at a price per Share of $1.00, in currency of the United States
of America,  for a total  purchase  price of $350,000.  The Purchaser  wishes to
purchase the Shares upon the terms and conditions stated in this Agreement.  The
Purchaser  is  purchasing  the Shares in reliance  upon the  exemption  from the
registration  requirements  of Section 5 of the U.S.  Securities Act of 1933, as
amended (the  "Securities  Act"),  in reliance upon the safe harbor  afforded by
Rule 903 promulgated by the U.S. Securities and Exchange Commission (the "SEC").

                  In connection  with the issuance and sale of the Shares to the
Purchaser, the Company has authorized the issuance and delivery of (i) a warrant
in the form of Exhibit C attached to this Agreement (the "Purchaser's  Warrant")
to the Purchaser to purchase  225,000 shares of Common Stock at $0.01 per share,
and (ii) a warrant  in the form of  Exhibit D attached  to this  Agreement  (the
"Agent's Warrant") to Thomson Kernaghan & Co. Limited, to purchase 75,000 shares
of Common Stock at $0.01 per share.

                                    Agreement

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

Section 1.  Common Stock.

                  Section 1.1.  Issuance and Sale of Common Stock and Warrants

                  The  Company  agrees  (i) to issue and sell the  Shares to the
Purchaser and the Purchaser  agrees to purchase the Shares from the Company,  at
the Closing, for the Purchase Price of US$350,000; (ii) to issue and deliver the
Purchaser's Warrant to the Purchaser, and (iii) to issue and deliver the Agent's
Warrant to the Agent.

                  Section 1.2.  Closing.

                  The  closing  of the  purchase  and  sale of the  Shares  (the
"Closing")  shall take place at the offices of Thomson  Kernaghan & Co. Limited,
350 Bay Street,  10th Floor,  Toronto,  Ontario M5H 2V2,  Canada,  at 3:00 p.m.,
Toronto time, on Thursday,  February 24, 2000 (the "Closing  Date"),  or on such
other date or such other time or place as the parties may agree.

                  Section 1.3 Deliveries at Closing

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                  At the Closing the Company shall deliver to Purchaser:

                           (a)  this Agreement, executed by the Company;

                           (b)  a certificate for the Shares, registered  in the
Purchaser's  name,  free  and  clear  of any  claims,  and  containing  a legend
complying with the requirements of SEC Rule 903(b)(3)(iii)(B)(3);

                           (c) the Purchaser's Warrant;

                           (c)  the  Registration  Rights  Agreement (defined in
Section  4.9 below),  executed  by the  Company,  in  substantially  the form of
Exhibit B hereto;

                           (d)  the opinion of Goodman, Phillips & Vineberg, LLP
legal counsel to the Company, in substantially the form of Exhibit A hereto; and

                  At the  Closing,  the Company  shall also  deliver the Agent's
Warrant to the Agent.

Section 2.  Purchaser's Representations and Warranties

                  The  Purchaser  represents  and warrants  with respect to only
itself that:

                  Section 2.1.  Investment Purpose

                  The Purchaser is acquiring the Shares,  for the account for of
certain  "accredited  investors  under Ontario law who are not "U.S.  person" as
defined by SEC Rule 902(k),  and who are acquiring the Shares investment and not
with a view  towards,  or for resale in  connection  with,  the  public  sale or
distribution  thereof,  in the United States, on to or for the account of a U.S.
person;  provided  however,  that by  making  the  representations  herein,  the
Purchaser  does not agree to hold any Shares for any  minimum or other  specific
term. The Purchaser acknowledges that the Shares may not be resold in the United
States, or to or for the account of a U.S. person as defined by SEC Rule 902(k),
except pursuant to an effective  registration statement under the Securities Act
or after the expiration of the one-year distribution  compliance period provided
in SEC Rule 903(b)(3)(iii)(A).

                  Section 2.2.  Accredited Purchaser Status

                  The  Purchaser  is an  "accredited  investor"  as that term is
defined in Rule 501(a)(3) of Regulation D of the SEC.

                  Section 2.3.  Reliance on Regulation S Exemption

                  The  Purchaser  understands  that the Shares are being offered
and sold to it in reliance on the exemption from the  registration  requirements
of Section 5 of the Securities Act for offshore  transactions  as defined in SEC
Rule 902(h), and that the Company is relying in part upon the truth and accuracy
of,  and the  Purchaser's  compliance  with,  the  representations,  warranties,
agreements,  acknowledgments,  and  understandings  of the  Purchaser  set forth
herein  in  order to  determine  the  availability  of such  exemptions  and the
eligibility  of the  Purchaser  to acquire  such  Shares.  With  respect to that
exemption, the Purchaser further represents and warrants to the Company that:

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                    (a)  The  Purchaser  is not a U.S.  Person as defined in SEC
Rule 902(k).

                    (b)  The offer to sell the Shares to the  Purchaser  was not
made in the United States, and was made in Toronto, Ontario.

                    (c)  The  Purchaser's  buy  order  for the  Shares  was made
outside the United States, and was made in Toronto, Ontario.

                    (d)  The Purchaser  has complied with all of the  conditions
required of it by SEC Rule 903(b)(3).

                  Section 2.4.  Information

                  The Purchaser and its  advisors,  if any, have been  furnished
with all materials relating to the proposed business,  financial condition,  and
operations  of the Company and  materials  relating to the offer and sale of the
Shares,  which have been  requested  by the  Purchaser.  The  Purchaser  and its
advisors,  if any,  have been afforded the  opportunity  to ask questions of the
Company.  Neither  such  inquiries  nor any other due  diligence  investigations
conducted by the Purchaser or its advisors, if any, or its representatives shall
modify,  amend,  or  affect  the  Purchaser's  right  to rely  on the  Company's
representations  and  warranties  contained  in Section 3 below.  The  Purchaser
understands  that its  investment in the Shares  involves a high degree of risk.
The  Purchaser  has  sought  such  accounting,  legal,  and tax advice as it has
considered necessary to make an informed investment decision with respect to its
acquisition of the Shares.

                  Section 2.5.  No Governmental Review

                  The Purchaser  understands  that no United  States  federal or
state agency or any other  government  or  governmental  agency has passed on or
made any  recommendation  or  endorsement  of the  Shares,  or the  fairness  or
suitability of the investment in the Shares,  nor have such  authorities  passed
upon or endorsed the merits of the offering of the Shares.

                  Section 2.6.  Authorization Enforcement

                  This Agreement has been duly and validly authorized, executed,
and delivered on behalf of the Purchaser and is a valid and binding agreement of
the  Purchaser   enforceable  in  accordance  with  its  terms,  subject  as  to
enforceability  to general  principles of equity and to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium,  liquidation,  and other  similar laws
relating to, or affecting  generally,  the enforcement of applicable  creditors'
rights and remedies.

                  Section 2.7.  Organization

                  The  Purchaser is a limited  partnership  organized  under the
laws of Bermuda.

                  Section 2.8.  No Scheme to Evade Registration.

                  Purchaser  represents  and  warrants to the  Company  that the
acquisition  of the Shares is not a  transaction  (or any element of a series of
transactions)  that is part of a plan or  scheme by the  Purchaser  to evade the
registration provisions of the Securities Act.


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Section 3. Representations And Warranties Of The Company

                  The Company represents and warrants to the Purchaser that:

                  Section 3.1.  Organization and Qualification

                  The Company is a corporation duly organized, validly existing,
and in good standing under the laws of Florida,  and has the requisite corporate
power to own its properties and to carry on its business as now being conducted.
The  Company is not  qualified  as a foreign  corporation  to do business in any
other jurisdiction. The Company has no subsidiaries.

                  Section 3.2.    Authorization,  Enforcement,  Compliance  with
Other Instruments.

                  (a)   The  Company  has  the  requisite  corporate  power  and
authority to enter into and perform this Agreement and to issue the Shares;

                  (b)  the  execution  and  delivery  of this  Agreement  by the
Company,  and the  consummation by it of the transactions  contemplated  hereby,
including  without  limitation  the  issuance  of the  Shares,  have  been  duly
authorized  by the  Company's  Board of  Directors  and no  further  consent  or
authorization  is  required  by the  Company,  its  Board  of  Directors  or its
stockholders;

                  (c) this Agreement has been duly executed and delivered by the
Company  and the persons  signing on behalf of the  Company  have full power and
authority to do so; and

                  (d)  this   Agreement   constitutes   the  valid  and  binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except as such  enforceability  may be limited by general  principles of
equity  or  applicable  bankruptcy,  insolvency,   reorganization,   moratorium,
liquidation,   or  similar  laws  relating  to,  or  affecting  generally,   the
enforcement of creditors' rights and remedies.

                  Section 3.3.  Capitalization

                  Immediately prior to Closing,  the authorized capital stock of
the Company  consisted of 50,000,000  shares of Common Stock, of which 4,000,000
shares are issued and outstanding.  No shares of the Company's capital stock are
subject to preemptive rights or any other similar rights.

                  Section 3.4.  Issuance of Shares

                  The  Shares  are  duly   authorized   and,  upon  issuance  in
accordance  with the terms  hereof,  shall be validly  issued,  fully paid,  and
nonassessable,  are free from all taxes,  liens, and charges with respect to the
issue  thereof and are entitled to the rights and  preferences  set forth in the
Shares. The Shares are "restricted  securities" as defined by SEC rules, and may
be transferred,  assigned or resold by the Purchaser only in accordance with the
Securities Act and the SEC rules promulgated thereunder.


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                  Section 3.5.  No Conflicts

                  The execution, delivery, and performance of this Agreement and
the Acquisition Agreement by the Company, and the consummation by the Company of
the  transactions  contemplated  hereby  and  thereby,  will not (a) result in a
violation of the  Certificate of  Incorporation,  any Certificate of Designation
applicable to any Preferred  Stock of the Company,  or the Bylaws of the Company
or (b)  conflict  with,  constitute  a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights  of  termination,   amendment,  acceleration,  or  cancellation  of,  any
agreement,  indenture,  or instrument to which the Company is a party, or result
in a  violation  of any  law,  rule,  regulation,  order,  judgment,  or  decree
(including federal and state securities laws and regulations)  applicable to the
Company or by which any  property or asset of the Company is bound or  affected.
The  Company  is not in  violation  of any term of,  or in  default  under,  its
Certificate of Incorporation  or Bylaws,  or any material  contract,  agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree, or order or any
statute,  rule,  or regulation  applicable  to the Company.  The business of the
Company is not being  conducted  and shall not be  conducted in violation of any
law, ordinance, or regulation of any governmental entity. Except as specifically
contemplated by this Agreement,  the Acquisition Agreement and as required under
the Securities Act and any applicable  state securities laws, the Company is not
required to obtain any consent,  authorization,  or order of, or make any filing
or  registration  with,  any  court or  governmental  agency  in order for it to
execute,  deliver,  and perform any of its obligations  under or contemplated by
this Agreement and the Acquisition Agreement in accordance with the terms hereof
or thereof.  All consents,  authorizations,  orders,  filings, and registrations
which the Company is required to obtain pursuant to the preceding  sentence have
been obtained or effected on or prior to the date hereof. The Company is unaware
of any facts or circumstances which might give rise to any of the foregoing.

                  Section 3.6.  Financial Statements

                  The Company's unaudited balance sheet at November 30, 1999 and
the audited  balance sheet at September 30, 1999, and the related  statements of
profit and loss for the periods then ended,  were  prepared in  accordance  with
generally accepted accounting principles,  are true, correct and complete in all
material respects,  and fairly present the Company's  financial position at that
date and the results of its  operations  for the period then ended.  The Company
has not engaged in any transaction,  maintained any bank account, or used any of
the funds of the Company that are not reflected in the normally maintained books
and records of the Company. No other information provided by or on behalf of the
Company to the  Purchaser  which is not  included in the  Financial  Statements,
including,  without limitation,  information  referred to in Section 2.4 of this
Agreement,  contains any untrue  statement of a material  fact or omits to state
any material  fact  necessary in order to make the  statements  therein,  in the
light of the circumstance under which they are or were made, not misleading.

                  Section 3.7.  Absence of Certain Changes

                  Since  November 30, 1999,  the date of the  Company's  opening
balance sheet, there has been no material adverse change and no material adverse
development  in  the  business,  properties,  operations,  financial  condition,
results of  operations,  or prospects of the Company.  The Company has not taken
any steps,  and does not currently  expect to take any steps, to seek protection
pursuant to any bankruptcy law nor does the Company have any knowledge or reason
to  believe  that  its  creditors  intend  to  initiate  involuntary  bankruptcy
proceedings.




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                  Section 3.8.  Absence of Litigation

                  There   is  no   action,   suit,   proceeding,   inquiry,   or
investigation  before  or  by  any  court,  public  board,   government  agency,
self-regulatory  organization,  or body  pending  or,  to the  knowledge  of the
Company,  threatened  against or affecting the Company or the Common  Stock,  in
which an  unfavorable  decision,  ruling or  finding  would (a) have a  material
adverse effect on the transactions contemplated hereby, (b) adversely affect the
validity or  enforceability  of, or the  authority  or ability of the Company to
perform its  obligations  under this  Agreement,  or any of the other  documents
contemplated  herein,  or (c) have a material  adverse  effect on the  business,
operations,  properties,  financial  condition,  or results of  operation of the
Company.

                  Section 3.9.  Purchase of Shares

                  The  Company  acknowledges  and agrees that the  Purchaser  is
acting solely in the capacity of an arm's length  purchaser with respect to this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges  that  the  Purchaser  is not  acting  as a  financial  advisor  or
fiduciary  of the  Company  (or in any similar  capacity)  with  respect to this
Agreement or the Acquisition Agreement, or the transactions  contemplated herein
or therein.  The Company further  represents to the Purchaser that the Company's
decision to enter into this  Agreement has been based solely on the  independent
evaluation by the Company and its representatives.

                  Section 3.10. No Undisclosed Events, Liabilities, Developments
or Circumstances

                  No event, liability, development, or circumstance has occurred
or exists,  or is  contemplated  to occur,  with  respect to the  Company or its
businesses,  properties,  prospects,  operations, or financial condition,  which
could be material  but which has not been  publicly  announced  or  disclosed in
writing to the Purchaser.

                  Section 3.11.  No General Solicitation

                  Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf,  has engaged in any form of general  solicitation
or general  advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Shares.

                  Section 3.12.  No Integrated Offering

                  Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf has,  directly or  indirectly,  made any offers or
sales of any  security  or  solicited  any  offers  to buy any  security,  under
circumstances that would require registration of the Shares under the Securities
Act or cause this offering of the Shares to be integrated  with prior  offerings
by the Company for purposes of the Securities Act or any applicable  stockholder
approval provisions.

                  Section 3.13.  Internal Accounting Controls

                  The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (a) transactions are executed in
accordance   with   management's   general  or  specific   authorizations,   (b)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in conformity with generally  accepted  accounting  principles and to
maintain  asset  accountability,  (c)  access  to assets  is  permitted  only in
accordance with management's general

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or specific  authorization,  and (d) the recorded  accountability  for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

                  Section 3.14.  No Materially Adverse Contracts, Etc.

                  The Company is not subject to any charter, corporate, or other
legal restriction,  or any judgment, decree, order, rule, or regulation which in
the  judgment  of the  Company's  officers  has, or is expected in the future to
have,  a  material  adverse  effect  on the  business,  properties,  operations,
financial  condition,  results of operations,  or prospects of the Company.  The
Company is not a party to any contract or agreement which in the judgment of the
Company's officers has, or is expected to have, a material adverse effect on the
business, properties, operations, financial condition, results of operations, or
prospects of the Company.

                  Section 3.15.  Tax Status

                  The Company has made or filed all federal and state income and
all other tax returns, reports, and declarations required by any jurisdiction to
which it is subject  (unless  and only to the extent  that the  Company  has set
aside on its books provisions  reasonably adequate for the payment of all unpaid
and unreported taxes), and has paid all taxes and other governmental assessments
and charges that are material in amount,  shown or  determined to be due on such
returns,  reports, and declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns,  reports,
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

                  Section 3.16.  Certain Transactions

                  Except for arm's  length  transactions  pursuant  to which the
Company  makes  payments in the ordinary  course of business  upon terms no less
favorable  than  the  Company  could  obtain  from  third  parties,  none of the
officers,  directors,  or  employees  of the Company is presently a party to any
transaction  with the Company  (other than for services as employees,  officers,
and  directors),   including  any  contract,  agreement,  or  other  arrangement
providing for the furnishing of services to or by,  providing for rental of real
or personal property to or from, or otherwise  requiring payments to or from any
officer,  director,  or such employee or, to the  knowledge of the Company,  any
corporation, partnership, trust, or other entity in which any officer, director,
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee, or partner.

                  Section 3.17.  Fees and Rights of First Refusal

                  The Company is not obligated to offer the  securities  offered
hereunder on a right of first  refusal  basis or otherwise to any third  parties
including,  but not limited to, current or former  shareholders  of the Company,
underwriters,  brokers,  agents,  or other  third  parties.  The  Company is not
obligated to pay any commission or fee in connection  with the issuance and sale
of the Shares for which the Purchaser is or may become liable.


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                  Section 3.18.  Regulation S Exemption

                  The Company  understands  that the Purchaser is purchasing the
Shares in  reliance  on the  exemption  from the  registration  requirements  of
Section 5 of the Securities Act for offshore transactions as defined in SEC Rule
902(h),  and that the  Purchaser  is relying in part upon the truth and accuracy
of,  and  the  Company's  compliance  with,  the  representations,   warranties,
agreements,  acknowledgments, and understandings of the Company set forth herein
in order to determine the availability of such exemptions and the eligibility of
the  Company  to issue  and sell the  Shares  to the  Purchaser  without  having
complied with those registration  requirements.  With respect to that exemption,
the Company further represents and warrants to the Purchaser that:

                  (a)   The  Company has not offered any of the Shares to a U.S.
Person (as defined in SEC Rule 902(k)) or to a person in the United States.

                  (b) The offer and sale of the Shares to the Purchaser is being
made in an offshore transaction as defined in SEC Rule 902(h).

                  (c)  The  Company  has not  engaged  in any  directed  selling
efforts, as defined in SEC Rule 902(c), with respect to the Shares.

                  (d)  The  Company  has  complied  with  all of the  conditions
required of it under SEC Regulation S.

Section 4.  Covenants

                  Section 4.1.  Best Efforts

                  Each party shall use its best  efforts  timely to satisfy each
of the  conditions to be satisfied by it as provided in Sections 5 and 6 of this
Agreement.

                  Section 4.2.  Compliance with Regulation S

                  Each  party  shall  comply  with all of the  terms of SEC Rule
903(b)(3) required of it with respect to the Shares.

                  Section 4.3.  Use of Proceeds

                  The Company will use the proceeds  from the sale of the Shares
for general working capital purposes.

                  Section 4.4  Listings

                  The  Company  shall  secure and  maintain  the  listing of its
Common Stock  (including  the Shares),  on the OTC Bulletin  Board as soon as is
practicable,  and upon the NASDAQ Small Cap Market as soon  thereafter  as it is
eligible therefor. The Company shall promptly provide to the Purchaser copies of
any  notices it  receives  regarding  the  eligibility  of the Common  Stock for
trading in the over-the-counter market.



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               Section 4.5.  Expenses

                  The  Company  shall pay the  Purchaser's  expenses,  including
reasonable attorney's fees, incurred in connection with this Agreement.

              Section 4.6.  Corporate Existence

                  So long as the  Purchaser  is the  holder of 1% or more of the
outstanding   Common  Stock,  the  Company  shall  not  directly  or  indirectly
consummate any merger, reorganization, restructuring, consolidation, sale of all
or  substantially  all of the Company's  assets,  or any similar  transaction or
related transactions (each such transaction,  a "Sale of the Company") except if
the  surviving  or successor  entity in such  transaction  is a publicly  traded
corporation  whose  Common  Stock is listed  for  trading  on the New York Stock
Exchange, Inc., the American Stock Exchange, or the NASDAQ National Market.

             Section 4.7.  Transactions With Affiliates

                  So long as the  Purchaser  is the  holder of 1% or more of the
outstanding  Common  Stock,  the Company  shall not, and shall cause each of its
subsidiaries not to, enter into,  amend,  modify,  or supplement,  or permit any
subsidiary  to  enter  into,   amend,   modify,  or  supplement  any  agreement,
transaction,  commitment,  or  arrangement  with any of its or any  subsidiary's
officers,  directors,  persons who were officers or directors at any time during
the  previous two years,  stockholders  who  beneficially  own 5% or more of any
class of the Company's  capital  stock,  or  affiliates,  or with any individual
related by blood,  marriage,  or  adoption  to any such  individual  or with any
entity  in which  any such  entity or  individual  owns a 5% or more  beneficial
interest (each, a "Related Party"), except for (i) transactions  contemplated by
the Acquisition  Agreement,  (ii) customary employment  arrangements and benefit
programs on reasonable terms, (iii) any agreement,  transaction,  commitment, or
arrangement on an arms-length  basis on terms no less favorable than terms which
would have been obtainable from a person other than such Related Party, (vi) any
agreement,  transaction,  commitment,  or  arrangement  which is  approved  by a
majority of the disinterested directors of the Company, for purposes hereof, any
director who is also an officer of the Company or any  subsidiary of the Company
shall  not  be  disinterested  director  with  respect  to any  such  agreement,
transaction,  commitment, or arrangement. "Affiliate" for purposes hereof means,
with respect to any person or entity, another person or entity that, directly or
indirectly,  (1) has a 5% or more equity interest in that person or entity,  (2)
has 5% or more common  ownership  with that person or entity,  (3) controls that
person or  entity,  or (4) share  common  control  with that  person or  entity.
"Control" or  "controls"  for purposes  hereof means that a person or entity has
the power,  direct or  indirect,  to conduct or govern the  policies  of another
person or entity.

                  Section 4.8. Registration Rights

                  As soon as is  practicable  after the date of this  Agreement,
the Company shall file a registration  statement (the "Registration  Statement")
with the SEC to register  the resale of the Shares,  and the issuance and resale
of the Common Stock  underlying the Purchaser's  Warrant and the Agent's Warrant
and shall use its best  efforts to cause the  Registration  Statement  to become
effective,   all  as  provided  in  the   Registration   Rights  Agreement  (the
"Registration Rights Agreement") attached as Exhibit B to this Agreement.


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                  Section 4.9.  Limitation  on  Future Issuance of Shares of the
Company's Stock

                  The Company  shall  refrain from issuing from the date of this
Agreement  forward,  and so long  as the  Purchaser  holds  any  equity  or debt
position in the Company,  from issuing shares of its capital stock regardless of
class or series,  without the express  written  consent of the Purchaser,  which
consent shall not be unreasonably withheld.

Section 5.  Conditions To The Company's Obligation To Sell

                  The obligation of the Company  hereunder to issue and sell the
Shares to The  Purchaser  at the Closing is subject to the  satisfaction,  at or
before the Closing  Date,  of each of the  following  conditions,  provided that
these  conditions  are for the  Company's  sole benefit and may be waived by the
Company at any time in its sole discretion:

                  (a)  The  Purchaser  shall  have  executed  this Agreement and
delivered the same to the Company.

                  (b)  The Purchaser shall have delivered the Purchase Price for
the Shares to the Company.

                  (c) The  representations and warranties of the Purchaser shall
be true and correct in all material  respects as of the date when made and as of
the  Closing  Date as though  made at that time,  and the  Purchaser  shall have
performed,  satisfied, and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied,
or complied with by the Purchaser at or prior to the Closing Date.

Section 6.  Conditions To The Purchaser's Obligation To Purchase

                  The  obligation  of The  Purchaser  hereunder  to purchase the
Shares at the Closing is subject to the  satisfaction,  at or before the Closing
Date, of each of the following  conditions,  provided that these  conditions are
for the Purchaser's  sole benefit and may be waived by the Purchaser at any time
in its sole discretion:

                  (a)  The Company shall have executed this Agreement.

                  (b)  The  Company  shall have executed the Registration Rights
Agreement.

                  (c) The representations and warranties of the Company shall be
true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied, and complied in all material respects with the covenants,
agreements,   and  conditions  required  by  this  Agreement  to  be  performed,
satisfied, or complied with by the Company at or prior to the Closing Date.

                  (d) The  Purchaser  shall  have  received  the  opinion of the
Company's  counsel dated as of the Closing Date, in form,  scope,  and substance
reasonably  satisfactory  to the  Purchaser  and in  substantially  the  form of
Exhibit A attached hereto.

                  (e) The Company shall have acquired one hundred percent (100%)
of the issued and  outstanding  capital  stock  of  Power  Photo Kiosks, Inc., a
Canadian corporation ("PPK"), such that PPK shall be a wholly-owned  subsidiary

                                       11

<PAGE>



of the  Company  (the  "Acquisition")  prior to  closing  and all  documents  in
connection with the Acquisition  shall be satisfactory to the Purchaser,  in its
sole discretion.

Section 7.  Indemnification

                  In consideration of the Purchaser's  execution and delivery of
this Agreement and acquiring the Shares  hereunder and in addition to all of the
Company's  other  obligations  under this  Agreement,  the Company shall defend,
protect,  indemnify,  and hold harmless the Purchaser,  and all of its officers,
directors,  employees, and agents (including, without limitation, those retained
in  connection   with  the   transactions   contemplated   by  this   Agreement)
(collectively,  the "Indemnitees") from and against any and all actions,  causes
of action,  suits, claims,  losses, costs,  penalties,  fees,  liabilities,  and
damages, and expenses in connection therewith  (irrespective of whether any such
Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified  Liabilities"),  incurred  by the  Indemnitees  or any of them as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any  representation  or warranty made by the Company in this Agreement of the
Acquisition  Agreement,  or  any  other  certificate,  instrument,  or  document
contemplated hereby or thereby,  (b) any breach of any covenant,  agreement,  or
obligation  of the  Company  contained  in this  Agreement,  or (c) any cause of
action,  suit, or claim brought or made against such  Indemnitee and arising out
of or resulting from the  execution,  delivery,  performance,  or enforcement of
this  Agreement,  or any  other  instrument,  document,  or  agreement  executed
pursuant hereto by any of the  Indemnities,  any  transaction  financed or to be
financed in whole or in part,  directly or indirectly,  with the proceeds of the
issuance of the Shares,  or the status of the Purchaser or holder of the Shares,
as a stockholder in the Company. To the extent that the foregoing undertaking by
the Company may be  unenforceable  for any  reason,  the Company  shall make the
maximum  contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

Section 8.  General Provisions

                  Section 8.1.  Governing Law

                  This  Agreement  shall  be  governed  by  and  interpreted  in
accordance with the laws of the State of Florida; provided, however, (i) that if
any provision of this Agreement is unenforceable  under the laws of the State of
Florida,  but is enforceable under the laws of the Province of Ontario,  Canada,
then such provision  shall be governed by and interpreted in accordance with the
laws  of the  Province  of  Ontario;  and  (ii)  that  the  exemption  from  the
registration  requirements  of the Securities Act for the sale shall be governed
by SEC Rule 903.  The parties  agree that the courts of the Province of Ontario,
Canada, shall have exclusive  jurisdiction and venue for the adjudication of any
civil action between them arising out of relating to this Agreement,  and hereby
irrevocably consent to such jurisdiction and venue.

                  Section 8.2.  Counterparts

                  This  Agreement  may be  executed  in two  or  more  identical
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  In the event any  signature  page is delivered by
facsimile transmission,  the party using such means of delivery shall cause four
(4) additional  original executed signature pages to be physically  delivered to
the other party within five (5) days of the execution and delivery hereof.

                                       12

<PAGE>





                  Section 8.3.  Headings

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

                  Section 8.4.  Severability

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

                  Section 8.5.  Entire Agreement, Amendments

                  This  Agreement  supersedes  all other  prior  oral or written
agreements  between the  Purchaser,  the Company,  their  affiliates and persons
acting on their behalf with respect to the issuance and sale of the Shares,  and
this  Agreement  and  the  instruments  referenced  herein  contain  the  entire
understanding  of the parties  with  respect to the matters  covered  herein and
therein and,  except as  specifically  set forth herein or therein,  neither the
Company nor any  Purchaser  makes any  representation,  warranty,  covenant,  or
undertaking with respect to such matters.  No provision of this Agreement may be
waived or amended other than by an instrument in writing  signed by the party to
be charged with enforcement.

                  Section 8.6.  Notices

                  Any  notices,  consents,   waivers,  or  other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be  deemed  to have  been  delivered  (a) upon  receipt,  when
delivered personally, (b) upon receipt, when sent by facsimile,  provided a copy
is mailed by U.S. certified mail, return receipt  requested,  (c) three (3) days
after being sent by certified mail, return receipt requested, or (d) one (1) day
after deposit with a nationally  recognized  overnight delivery service, in each
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile numbers for such communications shall be:

if to the Company:

Alternate Achievements, Inc.
181 Whitehall Drive
Markham, Ontario L3R 9T1
Canada
Attention: Terry Cooke, President & CEO
Telephone:  (905) 948-9600 x234
Facsimile:   (905) 948-8377

with a copy (which shall not constitute notice) to:

Goodman, Phillips & Vineberg, LLP
250 Yonge Street, Suite 2400
Toronto, Ontario M5B 2M6
Canada

Telephone: (416) 979-2211
Facsimile: (416) 979-1234

                                       13

<PAGE>



if to the Purchaser:

Thomson Kernaghan & Co. Limited
365 Bay Street, 10th Floor
Toronto, Ontario M5H 2V2, Canada
Attention: Mark E. Valentine, Chairman
Telephone:  (416) 860-8800
Facsimile:  (416) 367-8055

with a copy (which shall not constitute notice) to:

Mintmire & Associates
Attn: Donald F. Mintmire
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Telephone:  (561) 832-5696
Facsimile:  (561) 659-5371

Each party shall provide five (5) day's prior written  notice to the other party
of any change in address or facsimile number.

                  Section 8.7.  Successors and Assigns

                  This Agreement  shall be binding upon and inure to the benefit
of the parties and their  respective  successors and assigns.  The Company shall
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior  written  consent of the  Purchaser.  The  Purchaser may assign its rights
hereunder without the consent of the Company,  provided  however,  that any such
assignment shall not release the Purchaser from its obligations hereunder unless
such  obligations  are assumed by such assignee and the Company has consented to
such assignment and assumption.

                  Section 8.8.  No Third Party Beneficiaries

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

                  Section 8.9.  Survival

                  Unless this  Agreement is terminated  under Section 8.12,  the
representations  and  warranties of the Company and the  Purchaser  contained in
Sections 2 and 3, the  agreements  and  covenants set forth in Sections 4 and 5,
and the  indemnification  provisions  set forth in Section 7, shall  survive the
Closing.  The Purchaser shall be responsible  only for its own  representations,
warranties, agreements, and covenants hereunder.

                  Section 8.10.  Publicity

                  The Company and the Purchaser shall have the right to approve,
before issuance,  any press releases or any other public statements with respect
to the transactions  contemplated  hereby;  provided  however,  that the Company
shall be  entitled,  without the prior  approval of the  Purchaser,  to make any
press release or other public disclosure with respect to such transactions as is
required by applicable  law and  regulations  (although  the Purchaser  shall be
consulted  by the  Company in  connection  with any such press  release or other
public  disclosure  prior  to its  release  and  shall be  provided  with a copy
thereof).


                                       14

<PAGE>



                  Section 8.11.  Further Assurances

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

                  Section 8.12.  Termination

                  In the event that the  Closing  shall not have  occurred  with
respect  to the  Purchaser  on or before  five (5)  business  days from the date
hereof due to the Company's or Purchaser's failure to satisfy the conditions set
forth in Sections 5 and 6 above (and the non-breaching  party's failure to waive
such unsatisfied condition(s)), the non-breaching party shall have the option to
terminate this  Agreement  with respect to such breaching  party at the close of
business  on such  date  without  liability  of any  party to any  other  party;
provided however,  that if this Agreement is terminated pursuant to this Section
8.12,  the Company  shall remain  obligated to reimburse  the  Purchaser for the
expenses described in Section 4.6 above.

                  Section 8.13.  No Strict Construction

                  The language used in this  Agreement  will be deemed to be the
language  chosen by the parties to express their mutual intent,  and no rules of
strict construction will be applied against any party.

                  Section 8.14.  Currency

                  All dollar amounts expressed in this Agreement are currency of
the United States of America.

                  Section 8.15.  Agent's Fee

                  On the Closing Date,  the Company shall pay the Agent a fee of
                  $35,000,  and hereby  authorizes  the Agent to  withhold  that
                  amount,  together  with  the fees and  expenses  of its  legal
                  counsel from the Purchase Price.

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

ALTERNATE ACHIEVEMENTS, INC.


By: /s/ Terry Cooke
-------------------------------------
Terry Cooke, President & CEO


THOMSON KERNAGHAN & CO. LIMITED, AS
AGENT

By /s/ Michelle McKinnon
-----------------------------------
Name  Michelle McKinnon
-----------------------------------
Title
-----------------------------------


                                       15

<PAGE>

                                                 February 24, 2000


Thomson Kernaghan & Co. Limited, as Agent
365 Bay Street, 10th Floor
Toronto, Ontario  M5H 2V2
CANADA

         Re:      Alternate Achievements, Inc.

Ladies and Gentlemen:

     We have acted as special  counsel to yourselves,  Thomson  Kernaghan & Co.,
Ltd. ("TK") in connection with:

         o    the issuance and sale by Alternate  Achievements,  Inc., a Florida
              corporation (the "Company) of 350,000 shares (the "Shares") of the
              Company's  Common Stock,  par value $0.0001 per share (the "Common
              Stock"),  to you  pursuant  to the terms of a Purchase  Agreement,
              dated  as  of  February  24,  2000  (the  "Common  Stock  Purchase
              Agreement"), between the Company and you;

         o    the issuance by the Company to you,  upon the terms and subject to
              the conditions of the Purchase Agreement, of a Warrant to purchase
              250,000  shares of the Common Stock (the  "Purchaser's  Warrant");
              and

         o    the  issuance  by the Company to TK, upon the terms and subject to
              the conditions of the Purchase Agreement, of a Warrant to purchase
              75,000  shares  of  the  Company's   Common  Stock  (the  "Agent's
              Warrant").

In addition,  to induce you to execute and deliver the Purchase  Agreement,  the
Company has agreed to provide certain  registration rights pursuant to the terms
of that certain  Registration  Rights  Agreement,  dated as of February 24, 2000
(the "Registration Rights Agreement"), between the Company, and you.

         This  opinion is furnished  pursuant to Section  1.3(d) of the Purchase
Agreement.  Capitalized  terms used but not otherwise  defined herein shall have
the respective meanings ascribed to such terms in the Purchase Agreement.

         In rendering this opinion,  we have examined such documents and records
as we have deemed appropriate, including the following:

                                       16

<PAGE>




          (1)  Copies of the  Certificate  of  Incorporation  of the  Company as
               certified by their state of incorporation as of a recent date.

          (2)  Copies of the Bylaws.

          (3)  A signed copy of the Purchase Agreement.

          (4)  Specimen copy of the certificate evidencing the Shares.

          (5)  A signed copy of the Purchaser's Warrant.

          (6)  A signed copy of the Agent's Warrant.

          (7)  A signed copy of the Registration Rights Agreement.

         In  addition,  we have  examined  originals  or copies  (certified  and
otherwise  identified to our satisfaction) of such other documents,  instruments
and  certificates and have made such  investigations  of such matters of law and
fact as we have  considered  necessary  or  appropriate  for the purpose of this
opinion.

         For purposes of such  examination,  we have assumed the  genuineness of
all signatures,  the legal capacity of natural persons,  the authenticity of all
documents  submitted to us as  originals  and the  conformity  with the original
documents of all documents  submitted to us as forms or copies. We have assumed,
except as to the Company,  that all parties to any  agreement  had the corporate
power and  authority to enter into such  agreement  and perform all  obligations
thereunder and, as to such parties,  we have also assumed the due  authorization
by all  requisite  corporate  action,  the due  execution  and  delivery and the
validity and binding effect and enforceability thereof.

         Based upon the foregoing,  and in reliance thereon,  and subject to the
limitations hereinafter set forth, we are of the opinion that:

         (i)      The Company is a corporation duly organized,  validly existing
                  and  in  good  standing   under  the  laws  of  its  state  of
                  incorporation,   with  all  requisite   corporate   power  and
                  authority to own,  lease,  license and use its  properties and
                  assets and to conduct its business.

         (ii)     The   Company  is  not   qualified   to  do  business  in  any
                  jurisdiction  other than  Florida,  and,  is not  required  to
                  qualify to do business in any other jurisdiction.

         (iii)    Each of the Purchase Agreement,  the Purchaser's  Warrant, the
                  Agent's  Warrant and the  Registration  Rights  Agreement is a
                  legal,  valid and binding  obligation  of the Company,  and is
                  enforceable  against the Company, in accordance with its terms
                  except  (i)  as  enforcement  thereof  may be  limited  by (a)
                  bankruptcy,    insolvency,    reorganization,     liquidation,
                  receivership,  moratorium or other similar laws relating to or
                  affecting   creditors'   rights   generally   or  (b)  general
                  principles of equity or public

                                       17

<PAGE>



                  policy,   regardless   of  whether  such   enforceability   is
                  considered in a proceeding in equity or at law and (ii) as the
                  rights to  indemnification  or contribution  thereunder may be
                  limited by federal or state securities laws.

         (iv)     The authorized and outstanding capital stock of the Company is
                  as set forth in Section 3.3 of the Purchase Agreement.

         (v)      The Shares have been duly and validly  authorized  and will be
                  validly issued,  fully paid and nonassessable  upon receipt by
                  the Company from the  Purchaser of the Purchase  Price for the
                  Shares.

         (vi)     Assuming the accuracy of your  representations  and warranties
                  under the Purchase Agreement,  the Company's issuance and sale
                  of the Shares to you as provided in the Purchase Agreement are
                  exempt from the  registration  requirements  of the Securities
                  Act of 1933, as amended (the "Act"), and from the registration
                  or  qualification  requirements  of the securities or blue sky
                  laws of any U.S. state. The Company's issuance and sale of the
                  Shares to you complies  with the  provisions of Rule 903 under
                  the Act.

         (vii)    No authorization,  approval or consent of, or filing with, any
                  court,  governmental body, regulatory agency,  self-regulatory
                  organization, or stock exchange or market, or the stockholders
                  of the  Company,  or, to our  knowledge,  any  third  party is
                  required  to be  obtained  by the  Company  to enter  into and
                  perform its  obligations  under the  Purchase  Agreement,  the
                  Purchaser's  Warrant,  the Agent's Warrant or the Registration
                  Rights Agreement.

         (viii)   The Company's  execution,  delivery and performance of each of
                  the  Purchase  Agreement,  the  Purchaser's  Warrant  and  the
                  Agent's Warrant,  and the  Registration  Rights Agreement have
                  been duly authorized by all necessary corporate action, and do
                  not  violate,  conflict  with or  constitute  a default (or an
                  event that with notice or lapse of time or both would become a
                  default)  under the Company's  Certificate  of  Incorporation,
                  Bylaws or, to our knowledge,  any material  agreement to which
                  the  Company  is a party or by which  any of its  property  or
                  assets are bound.

         (ix)     To  our  knowledge,  there  is no  action,  suit,  proceeding,
                  inquiry or investigation  before or by any court, public board
                  or  body,  or  any  governmental   agency  or  self-regulatory
                  organization  pending or  threatened  against or affecting the
                  Company.

         This  opinion  is  limited to the  corporate  laws of  Florida  and the
federal securities laws of Florida.  We express no opinion as to the laws of any
other jurisdiction,  including the laws of the Province of Ontario, Canada. This
opinion  is for your use only  and may not be  relied  upon by you in any  other
context,  or  published  or  communicated  to any third  party  for any  purpose
whatsoever.  This  opinion is  delivered  as of the date hereof and we assume no
obligation to update this opinion at any time after the date hereof.

                                                Sincerely,

                                                Mintmire & Associates





                                       18

<PAGE>



                                    EXHIBIT B


                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered into
as of February 24, 2000, by and between Alternate Achievements,  Inc., a Florida
corporation  (the  "Company"),   and  Thomson   Kernaghan  &  Co.  Limited  (the
"Purchaser").

                             Preliminary Statements

         In connection with the consummation of the transactions contemplated by
that certain Common Stock Purchase Agreement (the "Purchase  Agreement") of even
date  herewith by and between  the  Company and the  Purchaser,  the Company has
agreed,  upon the  terms and  subject  to the  conditions  of the  Common  Stock
Purchase  Agreement,  to issue and sell to the  Purchaser  350,000  shares ( the
"Shares") of the Company's Common Stock (the "Common Stock").

         The  Company  has  also  agreed,  upon the  terms  and  subject  to the
conditions  of the Purchase  Agreement,  to issue to the  Purchaser a Warrant to
purchase 225,000 shares of Common Stock (the "Purchaser's Warrant") and to issue
to the Agent a Warrant  to  purchase  75,000  shares of the  Common  Stock  (the
"Agent's Warrant").

         The  Shares,  the  Purchaser's  Warrant  and the  Agent's  Warrant  are
collectively  referred to as the  "Securities."  The Common Stock  issuable upon
exercise of the Purchaser's  Warrant is called the "Purchaser's  Warrant Shares"
and the Common Stock issuable upon exercise of the Agent's Warrant is called the
"Agent's Warrant Shares" (the Purchaser's Warrant Shares and the Agent's Warrant
Shares are sometimes collectively referred to as the "Warrant Shares").

         To induce the Purchaser to execute and deliver the Purchase  Agreement,
the Company has agreed,  pursuant to the terms and conditions of this Agreement,
to provide certain  registration  rights with respect to the Common Shares,  and
the Warrant Shares.

                                    Agreement

         In consideration of the foregoing,  the mutual covenants and conditions
set forth in this Agreement and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to become legally bound, hereby agree as follows:



                                       19

<PAGE>


                                    ARTICLE I
                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the following
respective meanings:

         "Agent" shall mean Thomson Kernaghan & Co. Limited.

         "Agent's  Warrant" shall have the meaning  ascribed to such term in the
Preliminary Statements to this Agreement.

         "Agent's  Warrant Shares" shall have the meaning  ascribed to such term
in the Preliminary Statements to this Agreement.

         "Agreement"  shall mean this Registration  Rights  Agreement,  made and
entered  into as of  January  12,  2000,  by and  between  the  Company  and the
Purchaser.

         "Commission"  shall mean the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

         "Shares"  shall  have  the  meaning   ascribed  to  such  term  in  the
Preliminary Statements to this Agreement.

         "Purchase  Agreement"  shall have the meaning  ascribed to such term in
the Preliminary Statements to this Agreement.

        "Company" shall mean Alternate Achievements, Inc., a Florida corporation
of which Power  Photo  Kiosks,  Inc., a  Canadian  corporation is a wholly owned
subsidiary.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as in effect from time to time.

         "Filing  Deadline"  shall  have the  meaning  ascribed  to such term in
Section 2.1 of this Agreement.

         "Holder" or "Holders" shall mean (a) the Purchaser,  to the extent that
the  Purchaser  holds  Registrable  Securities,   and  (b)  any  Person  holding
Registrable Securities as a transferee of the Purchaser (directly or indirectly,
including subsequent transfers).

         "Person" shall mean any  individual,  corporation,  partnership,  joint
venture,  association,  joint- stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

         "Purchase  Agreement"  shall mean,  that certain  Common Stock Purchase
Agreement,  dated as of February  24,  2000,  by and between the Company and the
Purchaser.

         "Purchaser" shall mean Thomson Kernaghan & Co. Limited, as Agent.

                                       20

<PAGE>



         "Purchaser's  Warrant" shall have the meaning  ascribed to such term in
the Preliminary Statements to this Agreement.

         "Purchaser's  Warrant  Shares" shall have the meaning  ascribed to such
term in the Preliminary Statements to this Agreement.

         The terms "register,"  "registered" and "registration" shall refer to a
registration  effected by preparing and filing with the  Commission  one or more
registration  statements covering Registrable  Securities in compliance with the
Securities Act that is declared or ordered effective by the Commission.

         "Registrable  Securities"  shall mean the Common Shares,  the Converted
Common Shares,  the  Purchaser's  Warrant Shares and the Agent's Warrant Shares,
and any  shares  of  capital  stock  issued  or  issuable  with  respect  to the
Securities,  the  Purchaser's  Warrant Shares or the Agent's Warrant Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event;  provided,  however,  that such securities  shall cease to be Registrable
Securities  when (a) a registration  statement  with respect to such  securities
shall have been declared  effective under the Securities Act and such securities
shall have been  disposed of pursuant to the  registration  statement,  (b) such
securities  are  distributed  to the  public  pursuant  to Rule  144(k)  (or any
successor  provisions)   promulgated  under  the  Securities  Act  or  (c)  such
securities shall have ceased to be outstanding.

         "Registration Deadline" shall have the meaning ascribed to such term in
Section 2.1 of this Agreement.

         "Registration  Expenses"  shall mean all expenses  incurred in order to
comply with Article II hereof, including,  without limitation,  all registration
and filing fees,  printing  expenses,  fees and disbursements of counsel for the
Company,  reasonable fees and  disbursements of one (1) counsel for the Holders,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such  registration,  but excluding the  compensation  of regular
employees  of the Company  (which shall be paid in any event by the Company) and
excluding Selling Expenses.

         "Restricted  Securities"  shall mean  Registrable  Securities  that are
"restricted securities" as defined in Rule 144 under the Securities Act.

         "Securities"  shall  have  the  meaning  ascribed  to such  term in the
Preliminary Statements to this Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended,  or
any successor  federal statute,  and the rules and regulations of the Commission
thereunder, all as in effect from time to time.

         "Selling  Expenses" shall mean all  underwriting  discounts and selling
commissions  incurred in connection  with the sale of  securities  pursuant to a
registration effected hereunder.

         "Warrant  Shares"  shall have the meaning  ascribed to such term in the
Preliminary Statements to this Agreement.

                                       21

<PAGE>



         Capitalized  terms used in this  Agreement  and not  otherwise  defined
herein shall have the respective meanings ascribed to such terms in the Purchase
Agreements.

                                   ARTICLE II
                               REGISTRATION RIGHTS

          Section 2.1 Mandatory Registration.

                  (a) The Company  shall  prepare  and file with the  Commission
         within  ninety (90) days from the date of this  Agreement  (the "Filing
         Deadline") a registration  statement or registration  statements (as is
         necessary)  on Form SB-2 or Form S-1  covering  (i) the issuance of the
         Warrant  Shares,  and  (ii)  the  resale  of  all  of  the  Registrable
         Securities.  Such registration  statement shall initially  register for
         resale at least 100% of the Common Shares,  and the Warrant Shares. The
         Company shall use its best efforts to have the  registration  statement
         declared  effective  by the  Commission  within one  hundred and twenty
         (120) days after the Filing Deadline (the "Registration Deadline"). The
         Company  shall permit the  registration  statement to become  effective
         within five (5)  business  days after  receipt of a "no review"  notice
         from the Commission.  Such registration statement shall be kept current
         and  effective  for the greater of (i) a period of at least twelve (12)
         months from the Closing  Date and (ii) a period of at least ninety (90)
         days after the  Purchaser's  Warrant and the Agent's Warrant shall have
         been fully  exercised  or expired.  If a  registration  statement  with
         respect  to  the  Registrable   Securities  is  not  effective  on  the
         Registration  Deadline date, the Company agrees to and shall pay a cash
         penalty equal to two percent (2%) per month of the  aggregate  purchase
         price of the Registrable Securities,  payable monthly and pro-rated for
         partial months until the registration statement is effective.

         Section  2.2  Expenses  of  Registration.   All  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant to Section 2.1 shall be borne by the Company;  and all Selling Expenses
in connection with such registration, qualification or compliance shall be borne
by the  holders of the  securities  so  registered  pro rata on the basis of the
number of shares so registered.

         Section 2.3 Registration Procedures.  In the case of each registration,
qualification or compliance effected by the Company pursuant to this Article II,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each  registration,  qualification  and  compliance  and  as to  the  completion
thereof. At its expense, the Company will:

                  (a) prepare and file with the Commission  such  amendments and
         supplements to such  registration  statement and the prospectus used in
         connection  with such  registration  statement  as may be  necessary to
         comply with the  provisions of the  Securities  Act with respect to the
         disposition of all securities covered by such registration statement;

                  (b)  furnish  to the  Holders  such  numbers  of  copies  of a
         prospectus,  including a preliminary prospectus, in conformity with the
         requirement of the Securities Act, and such other documents as they may
         reasonably  request  (including  a conformed  copy of the  registration
         statement filed with the Commission and any amendments thereto and an

                                       22

<PAGE>



         original  executed  underwriting  agreement  entered into in connection
         with such  registration)  in order to  facilitate  the  disposition  of
         Registrable Securities owned by them;

                  (c)  use  reasonable  efforts  to  register  and  qualify  the
         securities  covered  by such  registration  statement  under such other
         securities  or blue sky laws of one (1)  jurisdiction  (in  addition to
         those  jurisdictions  in which the Company has  otherwise  agreed to so
         register and qualify such securities) as shall be reasonably  requested
         by the  Holders,  provided  that the  Company  shall not be required in
         connection  therewith  or  as a  condition  thereto  to  qualify  to do
         business or to file a general consent to service of process in any such
         states or jurisdictions;

                  (d) in the event of any underwritten  public  offering,  enter
         into and perform its obligations  under an underwriting  agreement with
         the managing underwriter(s) of such offering; each Holder participating
         in such underwriting  shall also enter into and perform its obligations
         under such underwriting agreement;

                  (e) notify each Holder of  Registrable  Securities  covered by
         such  registration  statement,  at any time when a prospectus  relating
         thereto is required to be delivered  under the  Securities  Act, of the
         happening of any event as a result of which the prospectus  included in
         such  registration  statement,  as then in effect,  includes  an untrue
         statement of a material fact or omits to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading in the light of the circumstances then existing; and

                  (f)  furnish,   at  the  request  of  any  Holder   requesting
         registration of Registrable  Securities pursuant to this Article II, on
         the  date  that  such  Registrable  Securities  are  delivered  to  the
         underwriters for sale in connection with registration  pursuant to this
         Article II, if such securities are being sold through underwriters,  or
         on the date  that  the  registration  statement  with  respect  to such
         securities  becomes  effective,  if such  securities are not being sold
         through  underwriters,  (i) a copy of any opinion,  dated such date, of
         the  counsel   representing  the  Company  for  the  purposes  of  such
         registration,  addressed to the underwriters of the Company, and (ii) a
         copy of any letter,  dated such date, from the independent  accountants
         of the Company, addressed to the underwriters of the Company.

                  Each Holder of Registrable Securities agrees that upon receipt
         of any notice  from the  Company of the  happening  of any event of the
         kind  described  in clause (f) of this  Section  2.3,  such Holder will
         forthwith discontinue disposition of Registrable Securities pursuant to
         the registration  statement covering such Registrable  Securities until
         such  Holder's  receipt  of the  copies of a  supplemented  or  amended
         prospectus and, if so directed by the Company, such Holder will deliver
         to the  Company (at the  Company's  expense),  all  copies,  other than
         permanent  file  copies  then  in  such  Holder's  possession,  of  the
         prospectus  covering  such  Registrable  Securities  that was in effect
         prior to such amendment or  supplement.  In the event the Company shall
         give any such  notice,  the  period  set  forth in  clause  (a) of this
         Section  2.3 shall be  extended by the number of days during the period
         from and  including  the date of the giving of such notice  pursuant to
         clause  (e) of this  Section  2.3 to and  including  the date when each
         seller of Registrable Securities covered by such registration statement
         shall have received the copies of a supplemented or amended prospectus.


                                       23

<PAGE>



                  Section 2.4       Indemnification.

                  (a) The Company  will  indemnify  each Holder,  each  Holder's
         officers,  directors and  partners,  and each Person  controlling  such
         Holder  (collectively,   "Holder's  Parties"),   participating  in  any
         registration,  qualification,  or compliance  effected pursuant to this
         Article II with respect to Registrable  Securities  held by such Holder
         and  each  underwriter,  if any,  and  each  Person  who  controls  any
         underwriter,  against all claims,  losses,  damages and liabilities (or
         actions in respect thereof), including any of the foregoing incurred in
         settlement of any  litigation,  commenced or threatened,  to which they
         may become subject under the Securities  Act, the Exchange Act or other
         federal  or  state  law,  arising  out of or  based  on (i) any  untrue
         statement (or alleged untrue statement) of a material fact contained in
         any prospectus,  offering circular or other similar document (including
         any related registration statement,  notification or the like) incident
         to any such registration,  qualification or compliance, or based on 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,  or (ii) any  violation  by the Company of any
         federal,  state or  common  law rule or  regulation  applicable  to the
         Company in  connection  with any such  registration,  qualification  or
         compliance,  and will  reimburse  each such Holder's  Parties each such
         underwriter, and each Person who controls any such underwriter, for any
         legal and any other  expenses  reasonably  incurred in connection  with
         investigating or defending any such claim, loss,  damage,  liability or
         action,  as incurred,  provided  that the Company will not be liable in
         any  such  case to the  extent  that  any  such  claim,  loss,  damage,
         liability or expense arises out of or is based on any untrue  statement
         or  omission,  made  in  reliance  on and in  conformity  with  written
         information  furnished  to the  Company  by such  Holder's  Parties  or
         underwriter or Person controlling such underwriter specifically for use
         in the preparation thereof.

                  (b) Each Holder will, if Registrable  Securities  held by such
         Holder are included in the  securities  as to which such  registration,
         qualification  or  compliance  is  being  effected,  severally  and not
         jointly,  indemnify  the Company,  each of its  directors and officers,
         each underwriter,  if any, of the Company  securities covered by such a
         registration  statement,  and each Person who  controls  the Company or
         such underwriter  within the meaning of the Securities Act, against all
         claims, losses, damages and liabilities (or actions in respect thereof)
         arising out of or based on (i) any untrue  statement (or alleged untrue
         statement)  of a  material  fact  contained  in any  such  registration
         statement,  prospectus, offering circular or other similar document, 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 will reimburse the Company, such directors,
         officers, Persons, underwriters or control Persons for any legal or any
         other expenses  reasonably incurred in connection with investigating or
         defending  any such  claim,  loss,  damage,  liability  or  action,  as
         incurred, in each case to the extent, but only to the extent, that such
         untrue statement (or alleged untrue  statement) or omission (or alleged
         omission) is made in such registration statement,  prospectus, offering
         circular or other document in reliance upon and in conformity  with the
         written   information   furnished   to  the   Company  by  such  Holder
         specifically for use in the preparation  thereof, or (ii) any violation
         by any  such  Holder  of any  federal,  state  or  common  law  rule or
         regulation   applicable   to  such  Holder  in   connection   with  the
         distribution of securities  pursuant to a registration  statement,  and
         will reimburse the Company, such

                                       24

<PAGE>



         Holders,  such directors,  officers,  Persons,  underwriters or control
         Persons  for any  legal  any  other  expenses  reasonably  incurred  in
         connection  with  investigating  or  defending  any such  claim,  loss,
         damage, liability, or action, as incurred;  provided, however, that the
         obligations of each such Holder hereunder shall be limited to an amount
         equal  to the  aggregate  proceeds  received  by  such  Holder  in such
         offering.

                  (c) Each party entitled to indemnification  under this Section
         2.4 (the  "Indemnified  Party") shall give notice to the party required
         to provide  indemnification  (the "Indemnifying  Party") promptly after
         such  Indemnified  Party has received written notice of any claim as to
         which indemnity may be sought,  and shall permit the Indemnifying Party
         to assume the  defense of any such  claim or any  litigation  resulting
         therefrom,  provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or  litigation,  shall be approved by
         the  Indemnified  Party  (whose  approval  shall  not  unreasonably  be
         withheld).  The  Indemnified  Party may  participate in such defense at
         such party's expense;  provided,  however,  that the Indemnifying Party
         shall bear the expense of such defense of one counsel  representing the
         Indemnified Party if representation of both parties by the same counsel
         would  be  inappropriate  due  to  actual  or  potential  conflicts  of
         interest.  The  failure  of any  Indemnified  Party to give  notice  as
         provided  herein  shall  not  relieve  the  Indemnifying  Party  of its
         obligations  under this Section 2.4,  except to the extent such failure
         to  give  notice  shall   materially   and   adversely   prejudice  the
         Indemnifying  Party  in the  defense  of any  such  claim  or any  such
         litigation.  No Indemnifying Party, in the defense of any such claim or
         litigation,  shall,  except with the consent of each Indemnified Party,
         consent to entry of any judgment or enter into any settlement that does
         not include as an unconditional term thereof the giving by the claimant
         or plaintiff to such Indemnified  Party of a release from all liability
         in respect to such claim or litigation.

                  (d) (i) If the  indemnification  provided  for in this Section
                  2.4  is  held  by a  court  of  competent  jurisdiction  to be
                  unavailable to an Indemnified  Party with respect to any loss,
                  liability,  claim,  damage or expense referred to herein, then
                  the  Indemnifying  Party  hereunder  shall  contribute  to the
                  amount paid or payable by such  Indemnified  Party as a result
                  of such loss,  liability,  claim,  damage or expense,  in such
                  proportion as is  appropriate to reflect the relative fault of
                  the  Indemnifying  Party on the one  hand and the  Indemnified
                  Party on the other hand in connection  with the  statements or
                  omissions  which  resulted  in such  loss,  liability,  claim,
                  damage  or  expense  as well as any other  relevant  equitable
                  considerations.  The relative fault of the Indemnifying  Party
                  and of the Indemnified  Party shall be determined by reference
                  to, among other things,  whether the untrue or alleged  untrue
                  statement  of a  material  fact  or the  omission  to  state a
                  material   fact  relates  to   information   supplied  by  the
                  Indemnifying  Party  or  by  the  Indemnified  Party  and  the
                  parties' relevant intent, knowledge, access to information and
                  opportunities   to  correct  or  prevent  such   statement  or
                  omission.

                           (ii) The parties  agree that it would not be just and
                  equitable  if  contribution  pursuant to this Section 2.4 were
                  determined  by pro rata  allocation  or by any other method of
                  allocation  that  does  not  take  account  of  the  equitable
                  considerations  referred to above.  The amount paid or payable
                  by an Indemnified Party as a result

                                       25

<PAGE>



                  of the claims,  losses,  damages and  liabilities  referred to
                  above shall be deemed to include,  subject to the  limitations
                  set  forth  above,  any  legal  or other  expenses  reasonably
                  incurred  by  such   Indemnified   Party  in  connection  with
                  investigating or defending any such action or claim.

                           (iii) No Holder that is a seller of Registrable Stock
                  covered by such registration  statement or Person  controlling
                  such seller other than the Company  shall be obligated to make
                  contribution hereunder that in the aggregate exceeds the total
                  public  offering price of the  Registrable  Stock sold by such
                  Holder,  less the  aggregate  amount of any damages  that such
                  Holder  and  its  controlling   Persons  have  otherwise  been
                  required to pay pursuant to this Section 2.4. The  obligations
                  of such Holders to  contribute  are several in  proportion  to
                  their respective  ownership of the securities  covered by such
                  registration statement and not joint.

                           (iv) The indemnity and  contribution  provided herein
                  shall  be in  addition  to,  and not in  lieu  of,  any  other
                  liability that one party may have to another.

         Section  2.5   Information  by  Holder.   Each  Holder  of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information  regarding such Holder and the distribution  proposed by such Holder
as the Company  may  request in writing  and as shall be required in  connection
with any registration,  qualification or compliance  referred to in this Article
II.

         Section 2.6 Rule 144  Reporting.  With a view to making  available  the
benefits of certain rules and regulations of the Commission that may at any time
permit the sale of the Restricted Securities to the public without registration,
the Company agrees to:

                  (a)  use  its  best  efforts  to  facilitate  the  sale of the
         Restricted  Securities  to the public  without  registration  under the
         Securities Act, pursuant to Rule 144 under the Securities Act;

                  (b) make and keep public information available, as those terms
         are understood and defined in Rule 144 under the Securities Act, at all
         times  after the  effective  date of the first  registration  statement
         filed by the Company for an offering of its  securities  to the general
         public;

                  (c) file with the  Commission  in a timely  manner all reports
         and other  documents  required of the Company under the  Securities Act
         and the Exchange  Act (at any time after it has become  subject to such
         reporting requirements); and

                  (d) so long as a Holder  owns  any  Restricted  Securities  to
         furnish to the Holder forthwith upon request a written statement by the
         Company as to its compliance with the public  information  requirements
         of said Rule 144, and the reporting  requirements of the Securities Act
         and the  Exchange  Act, a copy of the most recent  annual or  quarterly
         report of the Company, and such other reports and documents so filed by
         the Company as a Holder may  reasonably  request in availing  itself of
         any rule or regulation of the Commission  allowing a Holder to sell any
         such securities without registration.

                                       26

<PAGE>




         Section 2.7 Transfer of Registration  Rights.  The rights granted under
this  Article  II may be  assigned  or  otherwise  conveyed  by  any  Holder  of
Registrable  Securities  to any  transferee,  subject  to  compliance  with  all
applicable securities laws and regulations.

         Section 2.8 Certain Limitations in  Connection with  Future  Grants  of
Registration Rights.

         From and after the date of this  Agreement,  without the prior  written
consent of the Holders of a majority of the Registrable Securities,  the Company
shall not enter into any agreement with any holder or prospective  holder of any
securities  of the  Company  providing  for  the  granting  to  such  holder  of
registration  rights that would be superior to those granted to Holders pursuant
to Section 2.1.

         Section  2.9  Restrictions  on  Market  Manipulation.  In the event any
shares of Common Stock are offered or sold by any Holder in a registration, each
such Holder will:

                  (a) advise the Company in writing of any offer,  sale or other
         disposition  by it of any Common  Stock in any manner other than as set
         forth in the registration  statement or any prospectus included therein
         on or for the 30-day  period  prior to the filing of such  registration
         statement until the distribution  under the registration  statement has
         been completed;

                  (b)   not effect any stabilization activity in connection with
         the Company's Common Stock;

                  (c)  not  bid  or  purchase, for any account in which it has a
         beneficial interest,  any  Common  Stock  except  as  may  be permitted
         pursuant to Rule 10b-6 under the Exchange Act (if applicable);

                  (d) not until it has sold all of such shares of Common  Stock,
         attempt to induce any Person to purchase any Common Stock except as may
         be permitted pursuant to Rule 10b-6; and

                  (e) not until it has sold all such shares of Common Stock, pay
         any compensation  for soliciting  another to purchase any securities of
         the Company, except as may be permitted pursuant to Rule 10b-6.



                                       27

<PAGE>


                                   ARTICLE III
                                  MISCELLANEOUS

         Section 3.1 Governing Law; Jurisdiction and Venue. This Agreement shall
be  governed  by and  interpreted  in  accordance  with the laws of the State of
Florida;  provided,  however,  that  if  any  provision  of  this  Agreement  is
unenforceable  under the laws of the State of Florida,  but is enforceable under
the laws of the  Province  of  Ontario,  Canada,  then such  provision  shall be
governed  by and  interpreted  in  accordance  with the laws of the  Province of
Ontario.  The parties agree that the courts of the Province of Ontario,  Canada,
shall have exclusive  jurisdiction  and venue for the  adjudication of any civil
action  between  them  arising  out of relating  to this  Agreement,  and hereby
irrevocably consent to such jurisdiction and venue.

         Section 3.2  Successors  and  Assignees.  Except as otherwise  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assignees,  heirs,  executors and  administrators (as the
case may be) of the parties hereto.

         Section 3.3  Entire Agreement.  This Agreement constitutes the full and
entire understanding and  agreement  between  the  parties  with  regard  to the
subject matter hereof.

         Section 3.4 Notices, etc. All notices and other communications required
or  permitted  hereunder  shall be in writing and shall be  effective  four days
after mailed by first-class  mail,  postage prepaid,  or otherwise  delivered by
hand or by messenger, addressed (a) if to the Purchaser, at 365 Bay Street, 10th
Floor, Toronto, Ontario M5H 2V2, Canada, Attention: Mark E. Valentine, Chairman;
(b) if to any other Holder of  Registrable  Securities,  at such address as such
Holder shall have furnished the Company in writing, or, until any such Holder so
furnishes  an address  to the  Company,  then to and at the  address of the last
Holder of such  Registrable  Securities  who has so  furnished an address to the
Company; or (c) if to the Company, at 181 Whitehall Drive, Markham,  Ontario L3R
9T1, Canada, Attention: Terry Cooke, President & CEO.

         Section 3.5 Delays or  Omissions.  No delay or omission to exercise any
right,  power or remedy  accruing to any Holder of any  Registrable  Securities,
upon any breach or default of the Company under this Agreement, shall impair any
such  right,  power or remedy of such Holder nor shall it be  construed  to be a
waiver of any such breach or default or an acquiescence  therein or of or in any
similar  breach or  default  thereunder  occurring  nor shall any  waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character  on the part of any Holder of any breach or default  under
this  Agreement  or any  waiver on the part of any Holder of any  provisions  or
conditions of this  Agreement  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this Agreement or by law or otherwise afforded to any Holder shall be cumulative
and not alternative.

         Section 3.6 Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which may be executed by less than all of the parties
hereto,  each of  which  shall  be  enforceable  against  the  parties  actually
executing  such  counterparts  and all of which  together  shall  constitute one
instrument.

         Section 3.7 Severability.  In the event any provision of this Agreement
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

                                       28

<PAGE>



         Section 3.8 Amendments. The provisions of this Agreement may be amended
at any time and from time to time, and  particular  provisions of this Agreement
may be waived,  with and only with, an agreement or consent in writing signed by
the  Company  and by the  Holders of a majority  of the  Registrable  Securities
voting as a single class.

         The parties have executed this Registration  Rights Agreement as of the
date first written above.

                          ALTERNATE ACHIEVEMENTS, INC.


/s/ Terry Cooke
------------------
Name: Terry Cooke
Title: President & CEO


                     THOMSON KERNAGHAN & CO. LTD., AS AGENT


By: /s/ Michelle McKinnon
Name:  Michelle McKinnon
Title:












                                       29

<PAGE>

EXHIBIT C

                                                             Purchaser's Warrant

Warrant No. __


        Void after 5:00 p.m. Toronto, Ontario time, on February 24, 2003
                   Warrant to Purchase Shares of Common Stock

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE.  THE SECURITIES
ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  THE
SECURITIES ARE  "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S  PROMULGATED  UNDER
THE ACT)  UNLESS  THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO
REGULATION  S  OR  PURSUANT  TO  AVAILABLE   EXEMPTIONS  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE ACT AND THE SELLER WILL BE PROVIDED WITH OPINION OF COUNSEL
OR OTHER SUCH  INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH
EXEMPTIONS ARE AVAILABLE.  FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.


          =============================================================

               WARRANT TO PURCHASE 225,000 SHARES OF COMMON STOCK
                                       OF
                          ALTERNATE ACHIEVEMENTS, INC.

          =============================================================

     This it to  certify  that,  FOR VALUE  RECEIVED,  Thomson  Kernaghan  & Co.
Limited,  as Agent, or assigns ("Holder"),  is entitled to purchase,  subject to
the  provisions of this Warrant,  from Alternate  Achievements,  Inc., a Florida
corporation (the "Company"),  the fully paid,  validly issued and non-assessable
shares of Common Stock,  $0.0001 par value, of the Company  ("Common  Stock") at
any time or from time to time  during the period from the date  hereof,  through
and including  February 24, 2003, but not later than 5:00 p.m. Toronto,  Ontario
time, on February 24, 2003, (the "Exercise  Period") at the price of US$0.01 per
share (the "Exercise Price"). The total

                                       30

<PAGE>



number of shares of Common  Stock to be issued  upon  exercise  of this  Warrant
shall be 225,000 shares. The price to be paid for each share of Common Stock may
be adjusted  from time to time as  hereinafter  set forth.  The shares of Common
Stock  deliverable  upon such  exercise,  and as adjusted from time to time, are
hereinafter  sometimes  referred  to as  "Warrant  Shares"  and  the  respective
exercise  price of a share of Common Stock in effect at any time and as adjusted
from time to time is hereinafter  sometimes referred to as the "Exercise Price".
This Warrant is being issued  pursuant to the Common Stock  Purchase  Agreement,
dated as of February 24, 2000,  between the Company and Thomson  Kernaghan & Co.
Limited, as Agent.

A. EXERCISE OF WARRANT

         This  Warrant may be  exercised in whole or in part at any time or from
time to time during the Exercise Period; provided, however, that (i) if the last
day of the Exercise Period is a day on which banking institutions in the City of
Toronto are authorized by law to close, then the Exercise Period shall terminate
on the next  succeeding day that shall not be such a day, and during such period
the  Holder  shall have the right to  exercise  this  Warrant  into the kind and
amount of shares of stock and other  securities  and property  (including  cash)
receivable  by a holder of the number of shares of Common  Stock into which this
Warrant might have been exercisable  immediately prior thereto. This Warrant may
be exercised by presentation and surrender hereof to the Company of this Warrant
at the Company's  principal  office,  with the Exercise Form annexed hereto duly
executed  and  accompanied  by payment of the  Exercise  Price for the number of
Warrant Shares  specified in such form. As soon as  practicable  after each such
exercise  of the  Warrants,  but not later  than seven (7) days from the date of
such  exercise,  the Company shall issue and deliver to the Holder a certificate
or  certificates  for the designee.  If this Warrant should be exercised in part
only,  the Company  shall,  upon  surrender  of this  Warrant for  cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of Warrant Shares purchasable  thereunder.  Upon receipt by
the Company of this Warrant at its principal  office,  or by the stock  transfer
agent of the Company at its  office,  in proper  form for  exercise,  the Holder
shall be deemed to be holder of record of the  shares of Common  Stock  issuable
upon such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that  certificates  representing  such  shares of Common
Stock shall not then be physically delivered to the Holder.

         THIS  WARRANT MAY BE  EXERCISED  ONLY (i) BY A PERSON WHO IS NOT A U.S.
PERSON (AS  DEFINED IN  REGULATION  S  PROMULGATED  UNDER THE ACT),  (ii) IF NOT
EXERCISED ON BEHALF OF A U.S.  PERSON,  (iii) IF NO U.S. PERSON HAS ANY INTEREST
IN THE WARRANTS BEING  EXERCISED OR THE UNDERLYING  SECURITIES TO BE ISSUED UPON
EXERCISE,  AND (iv) OUTSIDE THE UNITED STATES AND THE WARRANT SHARES  UNDERLYING
THE WARRANTS ARE TO BE DELIVERED  OUTSIDE THE UNITED STATES. IF THE ABOVE CANNOT
BE COMPLIED WITH, THEN THE WARRANT CAN BE EXERCISED ONLY IF A WRITTEN OPINION OF
COUNSEL,  THE FORM AND  SUBSTANCE  OF WHICH IS  ACCEPTABLE  TO THE  COMPANY,  IS
DELIVERED TO THE COMPANY PRIOR TO EXERCISE OF THE WARRANTS BEING  EXERCISED THAT
REGISTRATION  IS NOT  REQUIRED,  OR THE  UNDERLYING  SECURITIES  DELIVERED  UPON
EXERCISE HAVE BEEN REGISTERED UNDER THE ACT.


                                       31

<PAGE>




B.   RESERVATION OF SHARES AND COVENANTS OF THE COMPANY

         The Company  shall at all times have allotted and reserved for issuance
and/or  delivery  upon  exercise  of this  Warrant  such number of shares of its
Common Stock as shall be required for issuance and delivery upon exercise of the
Warrant.

         The  Company  covenants  with the Holder  that so long as any  Warrants
remain outstanding and may be exercised:

               1. it will cause the shares of Common  Stock and th  certificates
               representing the Common Stock subscribed and paid for pursuant to
               the exercise of the  Warrants to be duly issued and  delivered in
               accordance herewith and the terms hereof;

               2. all shares of Common Stock that shall be issued upon  exercise
               of the right to purchase provided for herein, upon payment of the
               prevailing  Exercise Price herein  provided,  shall be fully paid
               and non-assessable;

               3. it  will  use its  best  efforts  to  maintain  its  corporate
               existence; and

               4. generally, it will well and truly perform and carry out all of
               the acts or things to be done by it as provided herein.

C.   FRACTIONAL SHARES

         No fractional shares or script representing  fractional shares shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon any exercise  hereof,  the Company shall pay to the Holder
an amount in cash equal to such fraction  multiplied by the current market value
of a share, determined as follows:

               1.  If the  Common  Stock  is  listed  on a  National  Securities
               Exchange  or  admitted to  unlisted  trading  privileges  on such
               exchange or listed for trading on the NASDAQ system,  the current
               market value shall be the last  reported sale price of the Common
               Stock on such  exchange or system on the last  business day prior
               to the date of  exercise  of this  Warrant or, if no such sale is
               made (or reported) on such day, the average closing bid and asked
               prices for such day on such exchange or system; or

               2. If the Common  Stock is not so listed or  admitte to  unlisted
               trading privileges, the current market value shall be the mean to
               the last reported bid and ask prices  reported by the  Electronic
               Bulletin  Board or National  Quotation  Bureau,  Inc. on the last
               business day prior to the date of the  exercise of this  Warrant;
               or

               3. If the Common  Stock is not so listed or  admitte to  unlisted
               trading  privileges  and bid and ask prices are not so  reported,
               the current market value shall be an

                                       32

<PAGE>



               amount,  not less than book  value  thereof  as at the end of the
               most recent  fiscal year of the Company  ending prior to the date
               of the exercise of the  Warrant,  determined  in such  reasonable
               manner  as may be  prescribed  by the Board of  Directors  of the
               Company.

D.   EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT

         This Warrant is  exchangeable,  without  expense,  at the option of the
Holder, upon presentation and surrender hereof to the Company for other warrants
of  different  denominations  entitling  the holder  thereof to  purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender  of this  Warrant to the  Company at its  principal  office,  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
applicable transfer tax, the Company shall, without charge,  execute and deliver
a new Warrant in the name of the assignee named in such Assignment Form and this
Warrant shall promptly be canceled. This Warrant may be divided or combined with
other  warrants  that  carry the same  rights  upon  presentation  hereof at the
principal office of the Company,  together with a written notice  specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder  hereof.  The term  "Warrant" as used herein  includes any Warrants  into
which this Warrant may be divided or  exchanged.  Upon receipt of the Company of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and (in the case of loss,  theft or  destruction)  of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like  tenor  and  date.  Any such  new  Warrant  executed  and  delivered  shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether or not this Warrant so lost, stolen,  destroyed or mutilated shall be at
any time enforceable by anyone.

         This  Warrant  and the Common  Stock  issuable  upon  exercise  of this
Warrant were issued under Regulation S under the Act and may be transferred only
in  accordance  therewith  and as  provided  in the  legends  set  forth in this
Warrant.

E.   RIGHTS OF THE HOLDER

         The Holder shall not, by virtue hereof,  be entitled to any rights of a
shareholder  in the  Company,  either at law or  equity,  and the  rights of the
Holder are limited to those  expressed  in the  Warrant and are not  enforceable
against the Company except to the extent set forth herein.

F.   ANTI-DILUTION PROVISIONS

         The respective  Exercise Price in effect at any time and the number and
kind of securities purchasable upon the exercise of the Warrant shall be subject
to  adjustment  from time to time  upon the  happening  of  certain  events  are
follows:

               1. In case the  Company  shall (i)  declare  a dividen  or make a
               distribution on its outstanding  shares of Common Stock in shares
               of Common Stock,  (ii)  subdivide or reclassify  its  outstanding
               shares of Common Stock into a greater number of shares,  or (iii)
               combine or reclassify its outstanding shares of Common Stock into
               a smaller

                                       33

<PAGE>



               number of shares, the respective  Exercise Price in effect at the
               time of the record date for such dividend or  distribution  or of
               the  effective   date  of  such   subdivision,   combination   or
               reclassification  shall be  adjusted  so that it shall  equal the
               price determined by multiplying the respective  Exercise Price by
               a  fraction,  the  denominator  of which  shall be the  number of
               shares of Common Stock  outstanding  after giving  effect to such
               action,  and the numerator of which shall be the number of shares
               of Common  Stock  outstanding  immediately  prior to such action.
               Such  adjustment  shall be made  successively  whenever any event
               listed above shall occur.

               2. Whenever the  respective  Exercise Price payable upon exercise
               of each Warrant is adjusted pursuant to Subsection (1) above, the
               number of Shares  purchasable upon exercise of this Warrant shall
               simultaneously  be adjusted by multiplying the respective  number
               of Shares  initially  issuable upon exercise of this Warrant by a
               fraction,  the  denominator  of which shall be the Exercise Price
               after  giving  effect to such action and the  numerator  of which
               shall be the Exercise Price in effect  immediately  prior to such
               action.

               3. No  adjustment  in the  respective  Exercise  Price  shall  be
               required  unless  such  adjustment  would  require an increase or
               decrease of at least one cent  ($0.01) in such  price;  provided,
               however,  that any adjustment  that by reason of this  Subsection
               (3) is not required to be made shall be carried forward and taken
               into  account in any  subsequent  adjustment  required to be made
               hereunder.  All calculations under this Section (F) shall be made
               to the nearest cent or to the nearest  one-hundredth  of a share,
               as the case may be.  Anything in this Section (F) to the contrary
               notwithstanding,  the Company shall be entitled, but shall not be
               required,  to make such changes in the respective Exercise Price,
               in addition to those  required by this  Section  (F), as it shall
               determine, in its sole discretion,  to be advisable in order that
               any dividend or  distribution  in shares of Common Stock,  or any
               subdivision,  reclassification  or  combination  of Common Stock,
               hereafter  made by the  Company  shall not result in any  federal
               income tax liability to the holders of Common Stock or securities
               convertible into Common Stock (including the Warrants).

               4. In the  event  that at any time,  as a result of a  adjustment
               made pursuant to Subsection (1) above, the Holder of this Warrant
               thereafter  shall  become  entitled  to receive any shares of the
               Company,  other than Common Stock,  thereafter the number of such
               other shares so receivable upon exercise of this Warrant shall be
               subject to adjustment  from time to time in a manner and on terms
               as  nearly  equivalent  as  practicable  to the  provisions  with
               respect to the Common Stock  contained in Subsections  (1) to (3)
               inclusive above.

               5.  Irrespective  of any  adjustments in the respective  Exercise
               Price or the related  number or kind of shares  purchasable  upon
               exercise of this  Warrant,  Warrants  theretofore  or  thereafter
               issued may continue to express the same price and number and kind
               of  shares  as are  stated  in  the  similar  Warrants  initially
               issuable pursuant to this Warrant.


                                       34

<PAGE>



G.   OFFICER'S CERTIFICATE

         Whenever the respective Exercise Price shall be adjusted as required by
the provisions of the foregoing Section (F), the Company shall forthwith file in
the custody of its Secretary or an Assistant  Secretary at its principal office,
an officer's  certificate  showing the adjusted  Exercise  Price  determined  as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of related additional shares of
Common  Stock,  if any,  and such other facts as shall be  necessary to show the
reason for and the manner of  computing  such  adjustment.  Each such  officer's
certificate  shall be made available at all  reasonable  times for inspection by
the holder or any holder of a Warrant executed and delivered pursuant to Section
(A) and the Company shall, forthwith after each such adjustment,  mail a copy by
certified mail of such certificate to the Holder or any such holder.

H.   NOTICES TO WARRANT HOLDERS

         So long as this Warrant shall be outstanding,  (i) if the Company shall
pay any dividend or make any  distribution  upon the Common Stock or (ii) if the
Company shall offer to the holders of Common Stock for  subscription or purchase
by them any share of any class or any other rights,  options or warrants  (other
than  this  Warrant)  or  (iii)  if a  capital  reorganization  of the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least fifteen (15) days prior
to the  date  specified,  as the  case  may  be,  a  notice  containing  a brief
description  of the proposed  action and stating the date on which a record date
is to be determined for the purpose of such dividend,  distribution  or issue of
rights,   options,  or  warrants  or  such   reclassification,   reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date,  if any is to be fixed as of which the holders of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation  or winding  up. The failure to give such
notice shall not otherwise affect the action take by the Company.

I.   RECLASSIFICATION, REORGANIZATION OR MERGER

         In case of any reclassification, capital reorganization or other change
of  outstanding  shares  Common  Stock  of  the  Company,  or  in  case  of  any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  that  does  not  result  in  any   reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
class  issuable upon exercise of this Warrant) or in case of any sale,  lease or
conveyance to another corporation of the property of the Company as an entirety,
the Company shall, as a condition precedent to such transaction, cause effective
provisions  to be made so that the Holder  shall have the right  thereafter,  by
exercising  this Warrant at any time prior to the expiration of the Warrant,  to
purchase the kind and amount of shares of stock an other securities and property
receivable upon such reclassification,  capital reorganization and other change,
consolidation,  merger,  sale or conveyance by a holder of such number of shares
of

                                       35

<PAGE>



Common  Stock that might  have been  purchased  upon  exercise  of this  Warrant
immediately prior to such reclassification,  change, consolidation, merger, sale
or conveyance.  Any such provision shall include  provision for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this  Warrant.  The  foregoing  provisions  of  this  Section  (I)  shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales or  conveyances.  In the event that in  connection  with any such  capital
reorganization or reclassification,  consolidation,  merger, sale or conveyance,
additional  shares of Common  Stock  shall be  issued in  exchange,  conversion,
substitution  or  payment,  in whole or in part,  for a security  of the Company
other than Common  Stock,  any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection (1) of Section (F) hereof.

J.   WARRANTS TO RANK PARI PASSU

         All Warrants shall rank pari passu,  whatever may be the actual date of
issue of the same.

K.   GOVERNING LAW; JURISDICTION AND VENUE

         This Warrant shall be governed by and  interpreted  in accordance  with
the laws of the State of Florida;  provided,  however,  that if any provision of
this Agreement is unenforceable  under the laws of the State of Florida,  but is
enforceable  under  the laws of the  Province  of  Ontario,  Canada,  then  such
provision  shall be governed by and  interpreted in accordance  with the laws of
the  Province of Ontario.  The parties  agree that the courts of the Province of
Ontario,   Canada,   shall  have  exclusive   jurisdiction  and  venue  for  the
adjudication  of any civil  action  between them arising out of relating to this
Agreement, and hereby irrevocably consent to such jurisdiction and venue.

         IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed
and  attested by the  undersigned,  each being duly  authorized,  as of the date
below.

                                       ALTERNATE ACHIEVEMENTS, INC.

                                        /s/ Terry Cooke
                                       --------------------------------
                                       By: Terry Cooke
                                       Its:  President & CEO

DATED: February 24, 2000

ATTEST:

-----------------------

-----------------------


                                       36

<PAGE>



                           FORM OF NOTICE OF EXERCISE


THIS WARRANT MAY BE EXERCISED ONLY (i) BY A PERSON WHO IS NOT A U.S.  PERSON (AS
DEFINED  IN  REGULATION  S  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED),  (ii) IF NOT  EXERCISED ON BEHALF OF A U.S.  PERSON,  (iii) IF NO U.S.
PERSON HAS ANY  INTEREST  IN THE  WARRANTS  BEING  EXERCISED  OR THE  UNDERLYING
SECURITIES  TO BE ISSUED UPON  EXERCISE,  AND (iv) OUTSIDE THE UNITED STATES AND
THE WARRANT  SHARES  UNDERLYING  THE WARRANTS  ARE TO BE  DELIVERED  OUTSIDE THE
UNITED  STATES.  IF THE ABOVE CANNOT BE COMPLIED  WITH,  THEN THE WARRANT CAN BE
EXERCISED ONLY IF A WRITTEN OPINION OF COUNSEL,  THE FORM AND SUBSTANCE OF WHICH
IS ACCEPTABLE  TO THE COMPANY,  IS DELIVERED TO THE COMPANY PRIOR TO EXERCISE OF
THE  WARRANTS  BEING  EXERCISED  THAT  REGISTRATION  IS  NOT  REQUIRED,  OR  THE
UNDERLYING  SECURITIES  DELIVERED UPON EXERCISE HAVE BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933.

         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of  purchasing  ______________  shares of Common  Stock of
ALTERNATE  ACHIEVEMENTS,  INC. AT $0.01 per share, for a total purchase price of
$___________.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name_________________________________________
         (Please typewrite or print in block letters)

Address________________________________________

Social Security or Federal I.D. Number_________________

The undersigned represents and warrants to Alternate Achievements, Inc. that the
conditions for exercise of the within Warrant set forth in the first sentence of
the first  paragraph  above have been fully complied with and no U.S. Person has
any interest in the Warrant or the Warrant Shares.

Signature____________________________________________________
         (Sign exactly as your name appears on the first page of this Warrant)


                                       37

<PAGE>



                                ASSIGNMENT FORM


         FOR VALUE RECEIVED,

---------------------------------
hereby sells, assigns and transfers unto


Name

----------------------------------------------------------
         (Please typewrite or print in block letters)

Address

-----------------------------------------------------------

Social Security Federal I.D. Number

------------------------------

the right to purchase  shares of Common  Stock of Alternate  Achievements,  Inc.
represented  by this  Warrant  as to which such  right is  exercisable  and does
hereby irrevocably constitute and appoint  __________________________  Attorney,
to transfer  the same on the books of  Alternate  Achievements,  Inc.  with full
power of substitution in the premises.

Date:  ______________________

Signature:  ______________________
                  (sign exactly as your name
                  appears on the first page of
                  this Warrant)

Note:  The Warrant and the Common Stock  issuable  upon  exercise of the Warrant
were issued under Regulation S under the Securities Act of 1933, as amended, and
may be transferred  only in accordance  therewith and as provided in the legends
set forth in the Warrant.










                                       38

<PAGE>






                                                                 Agent's Warrant

Warrant No. __

        Void after 5:00 p.m. Toronto, Ontario time, on February 24, 2003
                   Warrant to Purchase Shares of Common Stock

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE.  THE SECURITIES
ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  THE
SECURITIES ARE  "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S  PROMULGATED  UNDER
THE ACT)  UNLESS  THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO
REGULATION  S  OR  PURSUANT  TO  AVAILABLE   EXEMPTIONS  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE ACT AND THE SELLER WILL BE PROVIDED WITH OPINION OF COUNSEL
OR OTHER SUCH  INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH
EXEMPTIONS ARE AVAILABLE.  FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.


          -------------------------------------------------------------

                WARRANT TO PURCHASE 75,000 SHARES OF COMMON STOCK

                                       OF

                          ALTERNATE ACHIEVEMENTS, INC.

        ----------------------------------------------------------------

         This it to certify that, FOR VALUE  RECEIVED,  Thomson  Kernaghan & Co.
Ltd., as Agent, or assigns ("Holder"),  is entitled to purchase,  subject to the
provisions  of this  Warrant,  from  Alternate  Achievements,  Inc.,  a  Florida
corporation (the "Company"),  the fully paid,  validly issued and non-assessable
shares of Common Stock,  $0.0001 par value, of the Company  ("Common  Stock") at
any time or from time to time  during the period from the date  hereof,  through
and including  February 24, 2003, but not later than 5:00 p.m. Toronto,  Ontario
time, on February 24, 2003, (the "Exercise  Period") at the price of US$0.01 per
share (the "Exercise  Price").  The total number of shares of Common Stock to be
issued upon  exercise of this Warrant  shall be 75,000  shares.  The price to be
paid for  each  share of  Common  Stock  may be  adjusted  from  time to time as
hereinafter  set  forth.  The  shares  of  Common  Stock  deliverable  upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant  Shares" and the  respective  exercise price of a share of Common
Stock in effect at any time and as adjusted from time to time

                                       39

<PAGE>



is hereinafter  sometimes  referred to as the "Exercise Price".  This Warrant is
being  issued  pursuant  to the Common  Stock  Purchase  Agreement,  dated as of
February 24,  2000,  between the Company and Thomson  Kernaghan & Co.  Ltd.,  as
Agent.

A.   EXERCISE OF WARRANT

         This  Warrant may be  exercised in whole or in part at any time or from
time to time during the Exercise Period; provided, however, that (i) if the last
day of the Exercise Period is a day on which banking institutions in the City of
Toronto are authorized by law to close, then the Exercise Period shall terminate
on the next  succeeding day that shall not be such a day, and during such period
the  Holder  shall have the right to  exercise  this  Warrant  into the kind and
amount of shares of stock and other  securities  and property  (including  cash)
receivable  by a holder of the number of shares of Common  Stock into which this
Warrant might have been exercisable  immediately prior thereto. This Warrant may
be exercised by presentation and surrender hereof to the Company of this Warrant
at the Company's  principal  office,  with the Exercise Form annexed hereto duly
executed  and  accompanied  by payment of the  Exercise  Price for the number of
Warrant Shares  specified in such form. As soon as  practicable  after each such
exercise  of the  Warrants,  but not later  than seven (7) days from the date of
such  exercise,  the Company shall issue and deliver to the Holder a certificate
or  certificates  for the designee.  If this Warrant should be exercised in part
only,  the Company  shall,  upon  surrender  of this  Warrant for  cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of Warrant Shares purchasable  thereunder.  Upon receipt by
the Company of this Warrant at its principal  office,  or by the stock  transfer
agent of the Company at its  office,  in proper  form for  exercise,  the Holder
shall be deemed to be holder of record of the  shares of Common  Stock  issuable
upon such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that  certificates  representing  such  shares of Common
Stock shall not then be physically delivered to the Holder.

         THIS  WARRANT MAY BE  EXERCISED  ONLY (i) BY A PERSON WHO IS NOT A U.S.
PERSON (AS  DEFINED IN  REGULATION  S  PROMULGATED  UNDER THE ACT),  (ii) IF NOT
EXERCISED ON BEHALF OF A U.S.  PERSON,  (iii) IF NO U.S. PERSON HAS ANY INTEREST
IN THE WARRANTS BEING  EXERCISED OR THE UNDERLYING  SECURITIES TO BE ISSUED UPON
EXERCISE,  AND (iv) OUTSIDE THE UNITED STATES AND THE WARRANT SHARES  UNDERLYING
THE WARRANTS ARE TO BE DELIVERED  OUTSIDE THE UNITED STATES. IF THE ABOVE CANNOT
BE COMPLIED WITH, THEN THE WARRANT CAN BE EXERCISED ONLY IF A WRITTEN OPINION OF
COUNSEL,  THE FORM AND  SUBSTANCE  OF WHICH IS  ACCEPTABLE  TO THE  COMPANY,  IS
DELIVERED TO THE COMPANY PRIOR TO EXERCISE OF THE WARRANTS BEING  EXERCISED THAT
REGISTRATION  IS NOT  REQUIRED,  OR THE  UNDERLYING  SECURITIES  DELIVERED  UPON
EXERCISE HAVE BEEN REGISTERED UNDER THE ACT.

B.   RESERVATION OF SHARES AND COVENANTS OF THE COMPANY

         The Company  shall at all times have allotted and reserved for issuance
and/or  delivery  upon  exercise  of this  Warrant  such number of shares of its
Common Stock as shall be required for issuance and delivery upon exercise of the
Warrant.


                                       40

<PAGE>


         The  Company  covenants  with the Holder  that so long as any  Warrants
remain outstanding and may be exercised:

          1. it will  cause  the  shares of  Common  Stock and the  certificates
          representing  the Common Stock subscribed and paid for pursuant to the
          exercise of the Warrants to be duly issued and delivered in accordance
          herewith and the terms hereof;

          2. all shares of Common  Stock that shall be issued  upon  exercise of
          the  right to  purchase  provided  for  herein,  upon  payment  of the
          prevailing  Exercise  Price herein  provided,  shall be fully paid and
          non-assessable;

          3. it will use its best efforts to maintain its  corporate  existence;
          and

          4. generally,  it will well and truly perform and carry out all of the
          acts or things to be done by it as provided herein.

C.   FRACTIONAL SHARES

         No fractional shares or script representing  fractional shares shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon any exercise  hereof,  the Company shall pay to the Holder
an amount in cash equal to such fraction  multiplied by the current market value
of a share, determined as follows:

          1. If the Common Stock is listed on a National  Securities Exchange or
          admitted to unlisted trading privileges on such exchange or listed for
          trading on the NASDAQ  system,  the current  market value shall be the
          last  reported  sale price of the  Common  Stock on such  exchange  or
          system on the last  business day prior to the date of exercise of this
          Warrant  or, if no such sale is made (or  reported)  on such day,  the
          average  closing bid and asked prices for such day on such exchange or
          system; or

          2. If the  Common  Stock is not so  listed  or  admitted  to  unlisted
          trading privileges,  the current market value shall be the mean to the
          last reported bid and ask prices  reported by the Electronic  Bulletin
          Board or National  Quotation  Bureau,  Inc. on the last  business  day
          prior to the date of the exercise of this Warrant; or

          3. If the  Common  Stock is not so  listed  or  admitted  to  unlisted
          trading  privileges  and bid and ask prices are not so  reported,  the
          current  market  value  shall be an  amount,  not less than book value
          thereof as at the end of the most  recent  fiscal  year of the Company
          ending prior to the date of the exercise of the Warrant, determined in
          such reasonable  manner as may be prescribed by the Board of Directors
          of the Company.

D.   EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT

         This Warrant is  exchangeable,  without  expense,  at the option of the
Holder, upon presentation and surrender hereof to the Company for other warrants


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<PAGE>



of  different  denominations  entitling  the holder  thereof to  purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender  of this  Warrant to the  Company at its  principal  office,  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
applicable transfer tax, the Company shall, without charge,  execute and deliver
a new Warrant in the name of the assignee named in such Assignment Form and this
Warrant shall promptly be canceled. This Warrant may be divided or combined with
other  warrants  that  carry the same  rights  upon  presentation  hereof at the
principal office of the Company,  together with a written notice  specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder  hereof.  The term  "Warrant" as used herein  includes any Warrants  into
which this Warrant may be divided or  exchanged.  Upon receipt of the Company of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and (in the case of loss,  theft or  destruction)  of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like  tenor  and  date.  Any such  new  Warrant  executed  and  delivered  shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether or not this Warrant so lost, stolen,  destroyed or mutilated shall be at
any time enforceable by anyone.

         This  Warrant  and the Common  Stock  issuable  upon  exercise  of this
Warrant were issued under Regulation S under the Act and may be transferred only
in  accordance  therewith  and as  provided  in the  legends  set  forth in this
Warrant.

E.   RIGHTS OF THE HOLDER

         The Holder shall not, by virtue hereof,  be entitled to any rights of a
shareholder  in the  Company,  either at law or  equity,  and the  rights of the
Holder are limited to those  expressed  in the  Warrant and are not  enforceable
against the Company except to the extent set forth herein.

F.   ANTI-DILUTION PROVISIONS

         The respective  Exercise Price in effect at any time and the number and
kind of securities purchasable upon the exercise of the Warrant shall be subject
to  adjustment  from time to time  upon the  happening  of  certain  events  are
follows:

          1.  In case  the  Company  shall  (i)  declare  a  dividend  or make a
          distribution  on its  outstanding  shares of Common Stock in shares of
          Common Stock,  (ii) subdivide or reclassify its outstanding  shares of
          Common  Stock  into a greater  number of shares,  or (iii)  combine or
          reclassify  its  outstanding  shares  of Common  Stock  into a smaller
          number of shares, the respective  Exercise Price in effect at the time
          of the  record  date  for  such  dividend  or  distribution  or of the
          effective date of such  subdivision,  combination or  reclassification
          shall be  adjusted  so that it shall  equal  the price  determined  by
          multiplying  the  respective   Exercise  Price  by  a  fraction,   the
          denominator  of which  shall be the  number of shares of Common  Stock
          outstanding  after giving effect to such action,  and the numerator of
          which  shall be the  number  of shares  of  Common  Stock  outstanding
          immediately  prior  to such  action.  Such  adjustment  shall  be made
          successively whenever any event listed above shall occur.


                                       42

<PAGE>



          2.  Whenever the  respective  Exercise  Price payable upon exercise of
          each Warrant is adjusted  pursuant to Subsection (1) above, the number
          of  Shares   purchasable   upon   exercise  of  this   Warrant   shall
          simultaneously  be adjusted by multiplying  the  respective  number of
          Shares initially issuable upon exercise of this Warrant by a fraction,
          the  denominator  of which shall be the  Exercise  Price after  giving
          effect to such action and the numerator of which shall be the Exercise
          Price in effect immediately prior to such action.

          3. No adjustment in the  respective  Exercise  Price shall be required
          unless  such  adjustment  would  require an increase or decrease of at
          least one cent  ($0.01) in such  price;  provided,  however,  that any
          adjustment that by reason of this Subsection (3) is not required to be
          made shall be carried forward and taken into account in any subsequent
          adjustment required to be made hereunder.  All calculations under this
          Section  (F)  shall  be made  to the  nearest  cent or to the  nearest
          one-hundredth of a share, as the case may be. Anything in this Section
          (F) to the contrary  notwithstanding,  the Company  shall be entitled,
          but shall not be  required,  to make such  changes  in the  respective
          Exercise  Price, in addition to those required by this Section (F), as
          it shall determine,  in its sole discretion,  to be advisable in order
          that any dividend or  distribution  in shares of Common Stock,  or any
          subdivision,   reclassification   or   combination  of  Common  Stock,
          hereafter  made by the Company shall not result in any federal  income
          tax liability to the holders of Common Stock or securities convertible
          into Common Stock (including the Warrants).

          4. In the event that at any time,  as a result of an  adjustment  made
          pursuant  to  Subsection  (1)  above,   the  Holder  of  this  Warrant
          thereafter shall become entitled to receive any shares of the Company,
          other than Common Stock, thereafter the number of such other shares so
          receivable   upon  exercise  of  this  Warrant  shall  be  subject  to
          adjustment  from  time to time in a  manner  and on  terms  as  nearly
          equivalent as practicable to the provisions with respect to the Common
          Stock contained in Subsections (1) to (3) inclusive above.

          5. Irrespective of any adjustments in the respective Exercise Price or
          the related number or kind of shares purchasable upon exercise of this
          Warrant,  Warrants  theretofore  or thereafter  issued may continue to
          express  the same price and number and kind of shares as are stated in
          the similar Warrants initially issuable pursuant to this Warrant.

G.   OFFICER'S CERTIFICATE

         Whenever the respective Exercise Price shall be adjusted as required by
the provisions of the foregoing Section (F), the Company shall forthwith file in
the custody of its Secretary or an Assistant  Secretary at its principal office,
an officer's  certificate  showing the adjusted  Exercise  Price  determined  as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of related additional shares of
Common  Stock,  if any,  and such other facts as shall be  necessary to show the
reason for and the manner of  computing  such  adjustment.  Each such  officer's
certificate shall be made available at all reasonable times for

                                       43

<PAGE>



inspection  by the  holder or any  holder of a Warrant  executed  and  delivered
pursuant  to  Section  (A) and the  Company  shall,  forthwith  after  each such
adjustment,  mail a copy by certified mail of such  certificate to the Holder or
any such holder.

H.   NOTICES TO WARRANT HOLDERS

         So long as this Warrant shall be outstanding,  (i) if the Company shall
pay any dividend or make any  distribution  upon the Common Stock or (ii) if the
Company shall offer to the holders of Common Stock for  subscription or purchase
by them any share of any class or any other rights,  options or warrants  (other
than  this  Warrant)  or  (iii)  if a  capital  reorganization  of the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least fifteen (15) days prior
to the  date  specified,  as the  case  may  be,  a  notice  containing  a brief
description  of the proposed  action and stating the date on which a record date
is to be determined for the purpose of such dividend,  distribution  or issue of
rights,   options,  or  warrants  or  such   reclassification,   reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date,  if any is to be fixed as of which the holders of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation  or winding  up. The failure to give such
notice shall not otherwise affect the action take by the Company.

I.   RECLASSIFICATION, REORGANIZATION OR MERGER

         In case of any reclassification, capital reorganization or other change
of  outstanding  shares  Common  Stock  of  the  Company,  or  in  case  of  any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  that  does  not  result  in  any   reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
class  issuable upon exercise of this Warrant) or in case of any sale,  lease or
conveyance to another corporation of the property of the Company as an entirety,
the Company shall, as a condition precedent to such transaction, cause effective
provisions  to be made so that the Holder  shall have the right  thereafter,  by
exercising  this Warrant at any time prior to the expiration of the Warrant,  to
purchase the kind and amount of shares of stock an other securities and property
receivable upon such reclassification,  capital reorganization and other change,
consolidation,  merger,  sale or conveyance by a holder of such number of shares
of Common  Stock that might have been  purchased  upon  exercise of this Warrant
immediately prior to such reclassification,  change, consolidation, merger, sale
or conveyance.  Any such provision shall include  provision for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this  Warrant.  The  foregoing  provisions  of  this  Section  (I)  shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales or  conveyances.  In the event that in  connection  with any such  capital
reorganization or reclassification,  consolidation,  merger, sale or conveyance,
additional  shares of Common  Stock  shall be  issued in  exchange,  conversion,
substitution  or  payment,  in whole or in part,  for a security  of the Company


                                       44

<PAGE>



other than Common  Stock,  any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection (1) of Section (F) hereof.

J.   WARRANTS TO RANK PARI PASSU

         All Warrants shall rank pari passu,  whatever may be the actual date of
issue of the same.

K.   GOVERNING LAW; JURISDICTION AND VENUE

         This Warrant shall be governed by and  interpreted  in accordance  with
the laws of the State of Florida;  provided,  however,  that if any provision of
this Agreement is unenforceable  under the laws of the State of Florida,  but is
enforceable  under  the laws of the  Province  of  Ontario,  Canada,  then  such
provision  shall be governed by and  interpreted in accordance  with the laws of
the  Province of Ontario.  The parties  agree that the courts of the Province of
Ontario,   Canada,   shall  have  exclusive   jurisdiction  and  venue  for  the
adjudication  of any civil  action  between them arising out of relating to this
Agreement, and hereby irrevocably consent to such jurisdiction and venue.




         IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed
and  attested by the  undersigned,  each being duly  authorized,  as of the date
below.

                                ALTERNATE ACHIEVEMENTS, INC.

                                /s/ Terry Cooke
                                --------------------------------
                                By:  Terry Cooke
                                Its:   President & CEO

DATED: February 24, 2000

ATTEST:

-----------------------

-----------------------


                                       45

<PAGE>




                           FORM OF NOTICE OF EXERCISE


THIS WARRANT MAY BE EXERCISED ONLY (i) BY A PERSON WHO IS NOT A U.S.  PERSON (AS
DEFINED  IN  REGULATION  S  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED),  (ii) IF NOT  EXERCISED ON BEHALF OF A U.S.  PERSON,  (iii) IF NO U.S.
PERSON HAS ANY  INTEREST  IN THE  WARRANTS  BEING  EXERCISED  OR THE  UNDERLYING
SECURITIES  TO BE ISSUED UPON  EXERCISE,  AND (iv) OUTSIDE THE UNITED STATES AND
THE WARRANT  SHARES  UNDERLYING  THE WARRANTS  ARE TO BE  DELIVERED  OUTSIDE THE
UNITED  STATES.  IF THE ABOVE CANNOT BE COMPLIED  WITH,  THEN THE WARRANT CAN BE
EXERCISED ONLY IF A WRITTEN OPINION OF COUNSEL,  THE FORM AND SUBSTANCE OF WHICH
IS ACCEPTABLE  TO THE COMPANY,  IS DELIVERED TO THE COMPANY PRIOR TO EXERCISE OF
THE  WARRANTS  BEING  EXERCISED  THAT  REGISTRATION  IS  NOT  REQUIRED,  OR  THE
UNDERLYING  SECURITIES  DELIVERED UPON EXERCISE HAVE BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933.

         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of  purchasing  ______________  shares of Common  Stock of
ALTERNATE  ACHIEVEMENTS,  INC. AT $0.01 per share, for a total purchase price of
$___________.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name_________________________________________
         (Please typewrite or print in block letters)

Address________________________________________

Social Security or Federal I.D. Number_________________

The undersigned represents and warrants to Alternate Achievements, Inc. that the
conditions for exercise of the within Warrant set forth in the first sentence of
the first  paragraph  above have been fully complied with and no U.S. Person has
any interest in the Warrant or the Warrant Shares.

Signature____________________________________________________
         (Sign exactly as your name appears on the first page of this Warrant)


                                       46

<PAGE>



ASSIGNMENT FORM


         FOR VALUE RECEIVED,

---------------------------------
hereby sells, assigns and transfers unto


Name

----------------------------------------------------------
         (Please typewrite or print in block letters)

Address

-----------------------------------------------------------

Social Security Federal I.D. Number

------------------------------

the right to purchase  shares of Common  Stock of Alternate  Achievements,  Inc.
represented  by this  Warrant  as to which such  right is  exercisable  and does
hereby irrevocably constitute and appoint  __________________________  Attorney,
to transfer  the same on the books of  Alternate  Achievements,  Inc.  with full
power of substitution in the premises.

Date:  ______________________

Signature:  ______________________
                  (sign exactly as your name
                  appears on the first page of
                  this Warrant)

Note:  The Warrant and the Common Stock  issuable  upon  exercise of the Warrant
were issued under Regulation S under the Securities Act of 1933, as amended, and
may be transferred  only in accordance  therewith and as provided in the legends
set forth in the Warrant.



                                       47