EXHIBIT 4.2




                         COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                                  (THE COMPANY)

                                       AND

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



                            DATED AS OF JULY 13, 2000







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


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                         COMMON STOCK PURCHASE AGREEMENT

     This Common Stock Purchase Agreement (this "Agreement") is made and entered
into as of July 13, 2000 (the "Effective  Date"),  between  Diversified  Product
Inspections,  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 25,000
shares (the "Shares") of the Company's  Common Stock, par value $0.0001 ("Common
Stock")  at a price per Share of $2.00,  in  currency  of the  United  States of
America, for a total purchase price of $50,000. 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 7,500 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 5,000 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.  Class A Preferred.

     Section 1.1. Issuance and Sale of Class A Preferred 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$50,000;  (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
Wednesday,  July 13, 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 Mintmire & Associates,  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 the State 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 11,116,900  shares are
issued and outstanding and 10,000,000  shares of Preferred Stock,  none of which
is  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.

     Section 3.5. No Conflicts



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     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 March 31, 2000,  and the related
statement  of profit and loss for the three (3) month  period 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 three
(3) month  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 March 31, 2000,  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.

     Section 3.8. Absence of Litigation



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     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


<PAGE>



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. Reporting Status

     The Company is a "reporting  company" under the Securities and Exchange Act
of  1934,  as  amended  (the  "Exchange  Act"),  as  defined  by the  rules  and
regulations of the SEC and the NASD, and shall timely file all reports and other
information  required by it to be filed with the SEC under the  Exchange  Act in
order to remain a reporting company,  for so long as the Purchaser is the holder
or beneficial owner of any Common Stock.

     Section 4.4. Use of Proceeds

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



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     Section 4.5 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.

     Section 4.6. Expenses

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

     Section 4.7. 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 4.8. 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 4.9. Registration Rights



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     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.

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.


<PAGE>



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.





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

Diversified Product Inspections, Inc.       Mintmire & Associates
1778 Doyle Road                             265 Sunrise Avenue, Suite 204
Deltona, Florida  32725                     Palm Beach, Florida 33480
Attention: John Van Zyll, President         Attention: Donald F. Mintmire
Telephone:  (407) 860-6220                  Telephone:  (561) 832-5696
Facsimile:   (407) 860-6221                 Facsimile:  (561) 659-5371



<PAGE>



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

Thomson Kernaghan & Co. Limited             John M. Mann
365 Bay Street, 10th Floor                  Attorney at Law
Toronto, Ontario M5H 2V2, Canada            1330 Post Oak Boulevard, Suite 2800
Attention: Mark E. Valentine, Chairman      Houston, Texas 77056-3060
Telephone:  (416) 860-8800                  Telephone:  (713) 622-7114
Facsimile:  (416) 367-8055                  Facsimile:  (713) 622-7185

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).



<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 $5,000.,  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.


DIVERSIFIED PRODUCT INSPECTIONS, INC.        THOMSON KERNAGHAN & CO. LIMITED, AS
                                             AGENT

By /s/ John Van Zyll                         By /s/ M McKinnon
----------------------------------           ------------------------------
John Van Zyll, President                     Name M.  McKinnon
                                             Title as agent