2200  Hongkong  Bank  of  Canada  Bldg.
                                       885  West  Georgia  Street
                                       Vancouver,  British  Columbia
                                       Canada  V6C  3E8
SEDUN                                  Telephone:  (604)  687-9931
DE  WITT                               Facsimile:  (604)  681-7116
CAPITAL  CORP.

July  9,  1999


High  Tech  Venture  Capital  Inc.
1740  Parker  Street
Vancouver,  BC  V5L  2K8

Attention:  Kirk  Exner,  President

Dear  Kirk:

Re:     Worldwide  Broadcast  Network  ("WWBC")

The  purpose of this letter agreement (the "Letter Agreement") is to set out the
terms and conditions upon which Predator Ventures Ltd. ("Predator") will acquire
and  High  Tech  Venture  Capital  Inc., a private British Columbia company 100%
owned  and  controlled  by  Kirk Exner, ("High Tech") will assign and sell those
domain  names  (the  "Domain  Names")  as detailed in the business plan attached
hereto  as Schedule "A" (the "Plan") together with all right, title and interest
in  and  to  the  concept of creating vertically branded channels under the name
"Worldwide  broadcast  network"  ("WWBC") and utilizing the Domain Names for the
purpose  of positioning WWBC as a leading aggregator, and ultimately broadcaster
of  streaming  media  programming  on  the Inter
3+net as detailed in the Plan (the
"WWBC  Business").

The  transaction will be structured in a tax-efficient manner and with a view to
minimizing transaction costs.  The parties agree that upon the execution of this
Letter  Agreement  they  will  proceed  to  prepare  a definitive agreement (the
"Definitive  Agreement")  which  will  contain  the terms and conditions of this
Letter  Agreement  as  well  as  such  other  representations  and  warranties,
covenants,  indemnification  and  other  provisions which are acceptable to both
parties and which are customarily found in agreements of this nature and entered
into  by  parties  dealing  at  arm's  length.

Purchase  and  Sale  of  the  Business

FOR  VALUABLE  CONSIDERATION  Predator agrees to acquire and High Tech agrees to
sell  all  right,  title,  and  interest in and to the Domain Names and the WWBC
Business.  Upon  the completion of the acquisition (the "Closing") Predator will
pay  High  Tech  the  sum  of  $70,000  (all  figures in Cdn. dollars) and issue
3,000,000  post-consolidated  common  shares  of  Predator, which shares will be
trading  shares  (the  "Vend Shares") with the issuance of the Vend Shares being
supported  by  a  valuation  of  the  Domain  Names  and  the WWBC Business (the
"Valuation").  The  parties  agree  that  the  Valuation  will  be prepared by a
mutually  acceptable  independent third party and that the cost of the Valuation
will  be  borne  by  Predator.

<PAGE>

1)     The  purchase  and  sale  of  the  Domain  Names  and  the  C Business is
conditional  upon  Predator  obtaining  all  required  regulatory  approval  and
approval  from  the  shareholders  of  Predator,  if  required.

2)     In  addition  the  parties  agree  that  on  or  prior  to  the  Closing:

a)     Kirk  Exner  ("Exner") will enter into an employment agreement for a term
of  no  less  than  12  months  with  Predator, which employment agreement shall
provide  for  the payment by Predator to Exner of a monthly salary of $7,000 per
month  in  his  capacity  as  the  President  of  Predator  and shall detail the
functions which Exner will perform for Predator in his capacity as President and
will  also include such other reasonable terms as the parties may negotiate such
as  confidentiality  and  non-competition;

b)     Predator  shall:  (i)  redomicile  its  corporate charter to the State of
Wyoming, USA; (ii) consolidate its share capital on a 2 old for 1 new basis such
that  after  completion  of  the  consolidation there is approximately 8,000,000
common shares issued and outstanding (not including the Vend Shares to be issued
to  High  Tech  as  provided  herein); (iii) change its name to "wwbroadcast.net
inc."  or  such  similar name as may be acceptable to regulatory authorities and
the  parties  hereto;  and (iv) obtain approval of the regulatory authorities to
have  the  trading  of  the  shares  of  Predator  quoted  in  US.$;

c)     an  incentive  stock option plan (the "Option Plan") will be approved and
in place, which Option Plan shall provide for the reservation for issuance of up
to  20%  of  the  issued  and  outstanding  share  capital  of  Predator  (on  a
post-consolidated  basis)  and  will  be structured in accordance with generally
accepted  industry  standards  and  applicable  regulatory  policy,  and will be
formulated  and  adopted by Predator for the issuance of incentive stock options
to directors, employees and consultants at an exercise price to be determined in
accordance  with  applicable  regulatory  policies;

d)     Predator will have entered into a corporate advisory agreement with Sedun
De  Witt  Capital  Corp.  ("SDW  providing for the payment of fees to SDW in the
amount  of  $10,000 a month, for a term of 12 months, in consideration for which
SDW  will  provide Predator with advisory services relating to general corporate
development,  financial  matters,  raising  of  additional  capital,  strategic
planning  and  other  matters  relating  to  the  financial affairs of Predator;

e)     the  existing  officers  and  employees  of Predator shall resign and the
board  of  directors  of  Predator (the "Directors") will be comprised of Exner,
David  De  Witt and Gregg Sedun.  In addition, the Directors (as then comprised)
will  appoint  the officers of Predator and the parties agree that Exner will be
appointed  as  the President, and a mutually acceptable person will be appointed
as  the  Corporate  Secretary;  and

<PAGE>

f)     Predator  will  have  in its treasury, clear of all liabilities, that sum
which  is  reflected in its June 30, 1999 month end statement, less expenses and
advances  associated  with  the  completion of the matters herein described less
reasonable expenses incurred by Predator in the normal course of its operations.

3)     Upon  execution  of  this Letter Agreement Exner will be appointed to the
board  of  directors  of  Predator  and simultaneously will be allocated a stock
option at a price and in an amount mutually agreed to between Predator and Exner
and  accepted  by  the  regulatory  authorities  (the  "Exner  Options").

4)     Predator  currently  has  approximately 15,918,107 shares outstanding and
except  for  the stock options currently outstanding as detailed in Schedule "B"
attached  hereto  and the proposed Vend Shares to be issued to High Tech as part
of  the acquisition and any shares which may be allocated pursuant to the Option
Plan  and  the  Exner Options, Predator will not issue any further share capital
until  after  the  Closing  without  the  consent  of  High  Tech.

5)     High  Tech  has  advised  Predator  that High Tech has negotiated a draft
"Website  Development Agreement" (the "WDA") with SunCommerce Corporation, a web
development  company  ("Sun")  which  WDA  will require that expenditures in the
approximate  amount  of  $100,000  be  incurred  over  the  next 80 to 100 days,
following  the  execution  of  this  Letter  Agreement,  which  expenditures are
detailed  in  Schedule  "C"  attached  hereto  (the  "SunCommerce  Development
Agreement").  High  Tech  has  advised  Predator  that  the  execution  and
implementation  of the WDA is fundamental to the timely commencement of the WWBC
Business in accordance with the Plan and the parties agree that it is imperative
that  Sun  commences  web  development  activities  as  soon  as  possible.  In
furtherance of this matter Predator has agreed to advance to High Tech the funds
necessary  to  implement  the  activities  under  the WDA in accordance with the
details  of  the  SunCommerce Development Agreement.  High Tech acknowledges and
agrees  that  the  terms and conditions of the WDA will not be finalized without
the  consent  of  Predator

6)     In  addition to agreeing to fund the SunCommerce Development Agreement as
detailed  herein,  Predator will fund those administrative costs of High Tech as
detailed  in  Schedule  "D"  attached hereto (the "Administrative Budget") which
costs  will  be  incurred  in  furtherance  of  developing the WWBC Business and
ensuring  that  the  Plan  is implemented in as timely a manner as possible.  In
consideration of Predator agreeing to fund the SunCommerce Development Agreement
and  the  Administrative Budget (collectively called the "Interim Obligations"),
High  Tech  will  ensure  that the WWBC Business will be the sole undertaking of
High  Tech,  that  no  other  activities or business will be transacted by or on
behalf  of  High  Tech without the prior consent of Predator, and High Tech will
not  sell, assign, hypothecate, joint venture, alienate (in whole or in part) or
encumber in any manner whatsoever the Domain Names and the WWBC Business without
the  prior  consent  of  Predator so long as this Letter Agreement is in effect.

<PAGE>

7)     Predator  will advance the funds required to meet the Interim Obligations
(the "Advances") to High Tech on an as and when needed basis PROVIDED HOWEVER if
the  Closing  does  not  occur  on or before September 30, 1999 then, subject to
section  8  herein, this Letter Agreement may be terminated by High Tech and the
Advances  will  be convertible into an equity interest of High Tech on the basis
that for each $50,000 advanced to High Tech, Predator will receive a 7.5% equity
interest  in  the  common  shares  of  High  Tech.

8)     Predator  may,  at  its option, extend the date by which the Closing must
occur  by  advancing  additional  funds  in the amount of $50,000 per month (the
"Additional Advance") to High Tech to be utilized by High Tech in furtherance of
the  development  of the WWBC Business in accordance with the Plan.  If Predator
exercises  its  option as provided herein but the Closing has not occurred on or
before  October  31,  1999,  then  this  Letter Agreement will terminate and the
Advances  will  be  converted  into  equity  of High Tech in accordance with the
provisions of section 7 herein and the Additional Advance will be converted into
a  further 5% equity interest in the common shares of High Tech for each $50,000
received  by  High  Tech  from  Predator

9)     If  the  Closing  does  not  occur on or before October 31, 1999 and this
Letter  Agreement  is  terminated,  then  in lieu of having the Advances and the
Additional  Advance  (collectively  called  the "Total Advances") converted into
equity  of  High  Tech,  High  Tech may, at its option (the "Repayment Option"),
repay  the  Total  Advances  to  Predator,  plus accrued interest calculated and
compounded  at  the  rate of prime plus 2% per annum, PROVIDED HOWEVER that High
Tech  gives Predator notice of its intention to exercise the Repayment Option on
or  before  November  30,  1999  and  the  Total Advances, together with accrued
interest  thereon,  are  repaid to Predator in full on or before April 30, 2000.

Access  to  Information  and  Confidentiality

Forthwith  upon your acceptance of this Letter Agreement, we each agree with the
other  to  make  available  to  each  other,  and  to  our representatives, such
financial,  business  and  other  information,  in  written  printed,  graphic,
electronic  and  other  tangible  form  and  in  oral  form, concerning the WWBC
Business  and  the  rights  of  High  Tech  to the Domain Names, the business of
Predator,  and  such  other  information  as  each  of  us  may  request  (the
"Confidential  Information")  for  the  purpose  of enabling us to evaluate each
others  affairs,  and to confirm that the financial terms set out in this Letter
Agreement  arc  appropriate.

In  consideration of each of us making the Confidential Information available to
the  other,  we  agree  that  we  will  treat  all  Confidential  Information as
confidential  and  will  not disclose the Confidential Information to any of our
directors,  officers,  employees  or  agents  except  to  such  of  them to whom
disclosure  is  necessary  in  connection  with  the  proceeding to complete the
matters  as  contemplated  by this Letter Agreement.  In addition, neither or us
will  directly  or  indirectly  use  to  our  own  advantage  any  Confidential
Information.

If  for  any  reason  the  acquisition  does not proceed, we each agree that any
Confidential Information provided to the other and all copies thereof (excluding
Confidential  Information in oral form that has not been put into tangible form)

<PAGE>

will  be  immediately  either  delivered to the other or destroyed upon request.

No  Negotiations  with  Third  Parties

High  Tech  acknowledges  that  Predator  will  be incurring costs, directly and
indirectly,  in evaluating and investigating the WWBC Business and the rights of
High  Tech  to  the  Domain  Names and, in consideration of our doing so and our
execution  of  this Letter Agreement, High Tech agrees that from the date hereof
until  this  Letter  Agreement  is terminated, High Tech will not enter into, or
continue, any negotiations or discussions with any third party in respect of the
sale  of  the  C Business and the Domain Names or any part thereof in any manner
whatsoever  to  any  person  or  in  respect  of  the  amalgamation,  merger  or
combination  of  the  C  Business  and  the Domain Names and the business of any
person  or  in  any  manner  which  would  be  inconsistent  with  the  matters
contemplated by this Letter Agreement.  In addition, High Tech agrees so long as
this  Letter Agreement is in effect that High Tech will not give any third party
access  to any of its premises, to any of its Confidential Information or to any
other  information  relating to the WWBC Business, the Domain Names, or the Plan
for  the  purpose  of  enabling that third party to determine whether to make an
offer  to  acquire  the  WWBC  Business  and  the  Domain  Names.

Predator agrees that it will not negotiate with any other parties concerning any
other  acquisition  opportunities so long as this Letter Agreement is in effect.

General  Matters

While  this Letter Agreement refers to the settlement of a Definitive Agreement,
each  of us understands and agrees that, immediately upon execution, this Letter
Agreement  itself  constitutes  a  legally  binding agreement and creates mutual
obligations  including,  without  limitation, our respective obligations set out
under  the  headings  "Access  to  Information  and  Confidentiality"  and  "No
Negotiations  with  Third  Parties".

Any  controversy  or  dispute concerning the interpretation or implementation of
this  Letter  Agreement that is not resolved by the parties within 10 days shall
be  referred  to  and  finally  resolved  by  arbitration under the Rules of the
British  Columbia  Intentional  Commercial  Arbitration  Centre.  The appointing
authorities  shall  be  the  British Columbia Intentional Commercial Arbitration
Centre  who  shall  administer  the  case,  in  Vancouver,  British Columbia, in
accordance  with  its  "Procedures  for  Cases  Under  the  BCICAC  Rules".

This  Letter  Agreement  represents the entire agreement between the parties and
supersedes  and  replaces any representations, warranties or other statements or
promises  made  by  either  party  in  connection  with  this  Letter Agreement.

If  you agree to all of the foregoing, please sign both originals of this Letter
Agreement  where  indicated  below  and  return one fully signed original to us.

<PAGE>

SEDUN  DE  WITT  CAPITAL  CORP.          PREDATOR  VENTURES  LTD.
per:                                     per:

     /s/  signed                              /s/  signed
     -----------                             -----------
Authorized  Signatory                     Authorized  Signatory
Accepted this 9th day of July, 1999       Accepted this 9th day of July, 1999

HIGH  TECH  VENTURE  CAPITAL  INC
per:

     /s/  signed
     -----------
Authorized  Signatory
Accepted  this  9th  day  of  July,  1999

/s/  Kirk  Exner
----------------
KIRK  EXNER
Accepted  this  9th  day  of  July,  1999