<PAGE>
                                                                    Exhibit 10.2

                            STOCK PURCHASE AGREEMENT


     STOCK PURCHASE AGREEMENT (the "Purchase Agreement") made as of this
22nd day of December, 2000 among Wattage Monitor Inc., a Nevada corporation (the
"Company"), Gerald R. Alderson ("Alderson"), Vicki Center ("Center") and Robert
Forrest ("Forrest" together with Alderson and Center, the "Purchasers" or each
individually a "Purchaser").

     WHEREAS, the Company and the Purchasers are executing and delivering
this Agreement in reliance upon the exemption from securities registration
afforded by Rule 506 under Regulation D as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Securities Act"); and

     WHEREAS, the Purchasers desire to purchase and the Company desires to
issue and sell, upon the terms and conditions set forth in this Purchase
Agreement an aggregate of Two Million Seven Hundred Fifty Thousand (2,750,000)
shares of common stock, par value $.01 per share (the "Common Stock") of the
Company.

     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

     I. SUBSCRIPTION FOR SHARES AND CLOSING.

          1.1 PURCHASE. At the Closing (as defined below), the Company shall
issue and sell to each Purchaser and each Purchaser severally agrees to purchase
from the Company such number of Common Stock as set forth on Exhibit A attached
hereto. Subject to the terms and conditions hereinafter set forth, the
Purchasers hereby subscribe for and agree to purchase, in the aggregate, from
the Company, Two Million Seven Hundred Fifty Thousand (2,750,000) shares of
Common Stock at a price equal to $.272 per share, for an aggregate consideration
of Seven Hundred Forty-Eight Thousand Dollars ($748,000) (the "Total Purchase
Price").

          1.2 PAYMENT OF PURCHASE PRICE. At the Closing, each Purchaser shall
pay their portion of the Total Purchase Price in cash and with a secured
promissory note issued to the Company, dated as of the date hereof (the
"Promissory Note"). The Promissory Note shall be in the amount set forth on
Exhibit A attached hereto. A form of the Promissory Note is attached hereto as
Exhibit B.

          1.3 CLOSING. The Closing of the purchase and sale of the Common Stock
(the "Closing") shall take place on or before December 22, 2000 at the offices
of Akin, Gump, Strauss, Hauer & Feld, L.L.P, 590 Madison Avenue, New York, New
York 10022. The Company shall issue to the Purchasers certificates representing
the Common Stock. The certificates issued to each Purchaser shall be held by the
Company pursuant to the terms and conditions of the Promissory Note.

<PAGE>

     II. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

          2.1 Each Purchaser recognizes that the purchase of Common Stock
involves a high degree of risk in that: (i) the Company has incurred substantial
losses from operations; (ii) an investment in the Company is highly speculative
and only investors who can afford the loss of their entire investment should
consider investing in the Company; (iii) an investment in the Common Stock is
illiquid; and (iv) transferability of the securities comprising the Common Stock
is extremely limited, as well as other risk factors of which the undersigned has
been advised.

          2.2 Each Purchaser represents and warrants that it is an "accredited
investor" as such term in defined in Rule 501 of Regulation D promulgated under
the Securities Act.

          2.3 Each Purchaser hereby represents that it has been furnished by the
Company during the course of this transaction with all information regarding the
Company that it has requested or desires to know and that it has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning the terms and
conditions of this offering and the business of the Company.

          2.4 Each Purchaser acknowledges that this offering of Common Stock has
not been reviewed by the SEC because of the Company's representations that this
is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the
Securities Act. Each Purchaser represents that the Common Stock are being
purchased for its own account, for investment and not for distribution or resale
to others. Each Purchaser agrees that it will not sell or otherwise transfer the
Common Stock unless they are registered under the Securities Act or unless an
exemption from such registration is available.

          2.5 Each Purchaser consents to the placement of a legend on any
certificate or other document evidencing the Common Stock, stating that they
have not been registered under the Securities Act and setting forth or referring
to the restrictions on transferability and sale thereof, and to the issuance of
stop transfer instructions with respect thereto. The legend shall state as
follows:

                 "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE
           SECURITIES ACT OF 1933. THEY MAY NOT BE OFFERED OR
           TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS
           (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE
           SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION
           HAS RECEIVED AN OPINION OF COUNSEL WHICH OPINION IS
           SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH
           REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
           1933."

                 "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF
           THIS SECURITY, OR ANY INTEREST


                                       2
<PAGE>

           THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT
           THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS
           OF THE STATE OF NEVADA, EXCEPT AS PERMITTED IN THE
           COMMISSIONER'S RULES."

                 "THESE SHARES OF COMMON STOCK ARE SUBJECT TO CERTAIN
           RESTRICTIONS ON TRANSFER AS PROVIDED IN A STOCK PLEDGE
           AGREEMENT DATED AS OF DECEMBER 22, 2000 BETWEEN __________
           AND WATTAGE MONITOR INC., A COPY OF WHICH IS ON FILE WITH
           THE SECRETARY OF THE COMPANY."

          2.6 Each Purchaser represents and warrants that: (i) it was not formed
for the purpose of investing in the Company; (ii) it is authorized and otherwise
duly qualified to purchase and hold the Common Stock; and (iii) that this
Purchase Agreement has been duly and validly authorized, executed and delivered
constitutes the legal, binding and enforceable obligation of the undersigned.

          2.7 No Purchaser has engaged any broker, finder, commission agent or
other such intermediary in connection with the sale of the Common Stock and the
transactions contemplated by the Purchase Agreement.

     III. REPRESENTATIONS BY THE COMPANY

          3.1 The Company represents and warrants to the Purchasers that as of
the date hereof and at the Closing:

               (a) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of Nevada and has the corporate power
to conduct the business which it conducts and proposes to conduct. The Company
is duly qualified to do business as a foreign corporation in each jurisdiction
in which the conduct of its business requires such qualification, except where
the failure to so qualify would not have a material adverse effect on the
Company's business. The Company has furnished the Purchasers with true, correct
and complete copies of the Company's Articles of Incorporation and the Company's
Bylaws, as then in effect.

               (b) All corporate action on the part of the Company necessary for
the authorization, execution, delivery and performance by the Company of this
Purchase Agreement and the consummation of the transactions contemplated herein,
and for the authorization, issuance and delivery of the Common Stock has been
taken or will be taken prior to the Closing.

               (c) This Purchase Agreement is a valid and binding obligation of
the Company, enforceable in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency, and the relief of
debtors and other laws of general application


                                       3
<PAGE>

affecting enforcement of creditors' rights generally, rules of law governing
specific performance, injunctive relief or other equitable remedies, and
limitations of public policy.

               (d) The execution, delivery and performance by the Company of
this Purchase Agreement and compliance herewith and the sale and issuance of the
Common Stock will not result in any violation of and will not conflict with, or
result in a breach of any of the terms of, or constitute a default under the
Company's Articles of Incorporation or Bylaws (as in effect on the date hereof),
or any material provision of any material mortgage, indenture, agreement,
instrument, judgment, decree, order, law, rule or regulation or other
restriction to which the Company is a party or by which it is bound, or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of
the properties or assets of the Company.

               (e) The Company has, to the best of its knowledge, obtained, or
is in the process of obtaining, all licenses, permits and other governmental
authorizations necessary to the conduct of its business; such licenses, permits
and other governmental authorizations obtained are in full force and effect; and
the Company is in all material respects complying therewith; except where such
failure to obtain such licenses, permits and other governmental authorizations
necessary to the conduct of its business would not have a material adverse
effect on the Company's business or financial condition.

               (f) The Company knows of no pending or threatened legal or
governmental proceedings to which the Company is a party which could materially
adversely affect the business, property, financial condition or operations of
the Company. There is no action, suit, proceeding or investigation pending or
currently threatened against the Company that questions the validity of this
Purchase Agreement, or the right of the Company to enter into this Purchase
Agreement, or to consummate the transactions contemplated hereby, or that might
result, either individually or in the aggregate, in any material adverse changes
in the assets, condition, affairs or prospects of the Company.

               (g) The Company, to its knowledge, has sufficient title and
ownership of all trademarks, service marks, trade names, copyrights, trade
secrets, information, proprietary rights and processes necessary for its
business as now conducted and as presently proposed to be conducted without any
conflict with or infringement of the rights of others. The Company has not
received any communications alleging that the Company has violated or, by
conducting its business as now conducted and as presently proposed to be
conducted, would violate any of the, trademarks, service marks, trade names,
copyrights or trade secrets or other proprietary rights of any other person or
entity. To the Company's knowledge, none of its employees is obligated under any
contract (including licenses, covenants or commitments of any nature) or other
agreement, or subject to any judgment, decree or order of any court or
administrative agency, that would interfere with the use of his or her best
efforts to promote the interests of the Company or that would conflict with the
Company's business as presently proposed to be conducted. Neither the execution
nor delivery of this Purchase Agreement, nor the carrying on of the Company's
business by the employees of the Company, nor the conduct of the Company's
business as now conducted and as presently proposed to be conducted, will, to
the Company's knowledge, conflict with or result in a breach of the terms,
conditions or provisions of, or

                                       4
<PAGE>

constitute a default under, any contract, covenant or instrument under which any
of such employees is now obligated.

               (h) The Company has filed all tax returns and reports (including
information returns and reports) as required by law. These returns and reports
are true and correct in all material respects. The Company has paid all taxes
and other assessments due. The Company has never had any tax deficiency proposed
or assessed against it and has not executed any waiver of any statute of
limitations on the assessment or collection of any tax or governmental charge.
None of the Company's federal income tax returns and none of its state income or
sales or use tax returns has ever been audited by governmental authorities.
Since the date of the public documents, the Company has not incurred any taxes,
assessments or governmental charges other than in the ordinary course of
business. The Company has withheld or collected from each payment made to each
of its employees, the amount of all taxes (including, but not limited to,
federal income taxes, Federal Insurance Contribution Act taxes and Federal
Unemployment Tax Act taxes) required to be withheld or collected therefrom, and
has paid the same to the proper tax receiving officers or authorized
depositories.

               (i) The Company is not bound by or subject to (and none of its
assets or properties is bound by or subject to) any written or oral, express or
implied, contract, commitment or arrangement with any labor union, and no labor
union has requested or, to the Company's knowledge, has sought to represent any
of the employees, representatives or agents of the Company. There is no strike
or other labor dispute involving the Company pending, or to the Company's
knowledge, threatened, that could have a material adverse effect on the assets,
properties, financial condition, operating results, or business of the Company
(as such business is presently conducted and as it is presently proposed to be
conducted), nor is the Company aware of any labor organization activity
involving its employees. The Company is not aware that any officer or key
employee, or that any group of key employees, intends to terminate their
employment with the Company, nor does the Company have a present intention to
terminate the employment of any of the foregoing. To its knowledge, the Company
has complied in all material respects with all applicable state and federal
equal employment opportunity and other laws related to employment.

               (j) The Company has no contract, arrangement or understanding
with any broker, finder or similar agent with respect to the transactions
contemplated by this Purchase Agreement.

               (k) Assuming the correctness of the representations and
warranties set forth in Section 2.1 to Section 2.7 hereof, the offer and sale of
the Common Stock and the issuance of the Common Stock, if any, to the Purchasers
hereunder is exempt from the registration and prospectus delivery requirements
of the Securities Act. In the case of each offer or sale of the Common Stock, no
form of general solicitation or general advertising was used by the Company and
its representatives, including, but not limited to, advertisements, articles,
notices or other communications published in any newspaper, magazine or similar
medium or broadcast over television, radio or any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.


                                       5
<PAGE>

     IV. REPURCHASE OF THE COMMON STOCK

          (a) If a Purchaser's employment with the Company is terminated for any
reason, the Company shall have the option, but not the obligation, to repurchase
from the Purchaser a percentage of such Purchaser's shares of the Common Stock
that such Purchaser purchased pursuant to this Purchase Agreement ("Purchaser
Shares"). In the case of Alderson, the Company's option shall be exercisable
during the forty-eight (48) month period following the date Alderson's
employment with the Company was terminated. In the case of either Center or
Forrest, the Company's option shall be exercisable during the twelve (12) month
period following the date Center's or Forrest's, as the case may be, employment
with the Company was terminated.

          (b) In the case of Alderson, the Company shall have the right to
repurchase a percentage of the Purchaser Shares equal to a fraction (expressed
as a percentage), the numerator of which shall be the difference between
forty-eight (48) and the number of whole months passed since the date of this
Purchase Agreement and the denominator of which shall be forty-eight (48).

          (c) In the case of either Center or Forrest, the Company shall have
the right to repurchase a percentage of the Purchaser Shares equal to a fraction
(expressed as a percentage), the numerator of which shall be the difference
between twelve (12) and the number of whole months passed since the date of this
Purchase Agreement and the denominator of which shall be twelve (12).

          (d) If the Company elects to repurchase the repurchase percentage from
any Purchaser, then the Company shall provide the Purchaser with thirty (30)
days prior written notice of such intention to repurchase the repurchase
percentage ("Repurchase Notice").

          (e) The Company shall pay the Purchaser $.272 per share for shares it
repurchases under this Article IV.

     V. MISCELLANEOUS

          5.1 NOTICES. All notices and other communications delivered hereunder
(whether or not required to be delivered hereunder) shall be deemed to be
sufficient and duly given if contained in a written instrument: (i) personally
delivered, (ii) sent by telecopier, (iii) sent by nationally recognized
overnight courier guaranteeing next business day delivery or (iv) on the fifth
(5th) business day following the date on which the piece of mail containing such
communication is posted, if sent by mail, in each case addressed as follows:

                        (a)  if to the Company:
                             Wattage Monitor Inc.
                             1100 Kietkze Lane
                             Reno, Nevada 89502
                             Attn:  Chief Executive Officer
                             Telecopy: (775) 327-6010


                                       6
<PAGE>


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

                             Willie E. Dennis, Esq.
                             Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                             590 Madison Avenue
                             New York, New York 10022
                             Telecopy: (212) 872-1002


               (b) If to any Purchaser, to the address of such Purchaser set
forth on the signature page of this Purchase Agreement.

          5.2 AMENDMENTS. This Purchase Agreement shall not be changed, modified
or amended except by a writing signed by the parties to be charged, and this
Purchase Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by the party to be charged.

          5.3 SUCCESSOR AND ASSIGNS. This Purchase Agreement shall be binding
upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and assigns. This Purchase Agreement
and the documents referenced herein set forth the entire agreement and
understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them.

          5.4 GOVERNING LAW. Notwithstanding the place where this Purchase
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed in accordance
with and governed by the laws of the State of New York without regard to such
states laws regarding conflicts of laws. The parties hereby agree that any
dispute which may arise between them arising out of or in connection with this
Purchase Agreement shall be adjudicated before a court located in New York City
and they hereby submit to the exclusive jurisdiction of the courts of the State
of New York located in New York, New York and of the federal courts in the
Southern District of New York with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or proceeding brought
in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Purchase Agreement or any acts or omissions
relating to the sale of the securities hereunder, and consent to the service of
process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set forth below
or such other address as the undersigned shall furnish in writing to the other.

          5.5 COUNTERPARTS. This Purchase Agreement may be executed in
counterparts. Upon the execution and delivery of this Purchase Agreement by the
Purchasers, this Purchase Agreement shall become a binding obligation of the
Purchasers with respect to the purchase of Common Stock as herein provided.

                                       7
<PAGE>

          5.6 SEVERABILITY. The holding of any provision of this Purchase
Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Purchase Agreement, which shall
remain in full force and effect.

          5.7 WAIVER. It is agreed that a waiver by either party of a breach of
any provision of this Purchase Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.

          5.8 FURTHER ASSURANCES. The parties agree to execute and deliver all
such further documents, agreements and instruments and take such other and
further action as may be necessary or appropriate to carry out the purposes and
intent of this Purchase Agreement.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       8
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Purchase Agreement
as of the day and year first written above.


                                         WATTAGE MONITOR INC.


                                         By:       /s/ GERALD R. ALDERSON
                                                  --------------------------
                                                  Gerald R. Alderson
                                                  Chief Executive Officer



                                         PURCHASER


                                         /s/ GERALD R. ALDERSON
                                         -----------------------------------
                                         Gerald R. Alderson
                                         Address:  745 California Street
                                                   Reno, Nevada 89509



                                         PURCHASER


                                         /s/ VICKI CENTER
                                         -----------------------------------
                                         Vicki Center
                                         Address:  4811 Northaven Road
                                                   Dallas, Texas 75229



                                         PURCHASER


                                         /s/ ROBERT FORREST
                                         -----------------------------------
                                         Robert Forrest
                                         Address:  52 Woodland Avenue
                                                   San Anselmo, California 94960




                                       9
<PAGE>

                                                                       EXHIBIT A

                                    PURCHASERS
<TABLE>
<CAPTION>
                                    Number of Shares                                    Amount of
Name                                of Common Stock           Purchase Price               Note
-----                               ---------------           --------------            ----------
<S>                                 <C>                       <C>                       <C>
Gerald R. Alderson                     2,500,000                 $680,000                $655,000

Vicki Center                             125,000                 $ 34,000                $ 32,750

Robert Forrest                           125,000                 $ 34,000                $ 32,750

</TABLE>


<PAGE>
                                                                       EXHIBIT B


                         FORM OF SECURED PROMISSORY NOTE

$__________                                                        Reno, Nevada
                                                             December ___, 2000

         FOR VALUE RECEIVED, the undersigned, _____________, an individual
residing at ______________________, Nevada ("Maker"), promises to pay to the
order of Wattage Monitor Inc., a Nevada corporation ("Payee"), at its offices
located at 1100 Kietkze Lane, Reno, Nevada 89502, or at such other place as
Payee may from time to time designate by written notice to Maker, in lawful
money of the United States of America, the principal sum of ________________
Dollars ($____________) plus accrued interest from the date of this Note on the
unpaid balance. All payments of principal and interest are to be made as set
forth below without setoff or counterclaim. Maker further agrees as follows:

SECTION 1.        INTEREST RATE.

                  (a)  Interest shall accrue at a rate equal to the "Mid Term
Applicable Federal Rate" published each month by the Internal Revenue Service.

                  (b)  Interest shall be computed on the basis of a year of 365
days for the actual number of days elapsed.

                  (c)  All agreements between Maker and Payee with respect to
interest are expressly limited so that in no contingency or event whatsoever
shall the amount paid or agreed to be paid to Payee for the use, forbearance, or
detention of the indebtedness evidenced by this Note exceed the maximum amount
permissible under applicable law. If from any circumstance Payee should ever
receive as interest an amount which would exceed the highest lawful rate, such
amount as would be excessive interest shall be applied to the reduction of the
principal amount owing under this Note and not to the payment of interest.

SECTION 2.        PAYMENTS.

                  (a)  The principal sum of this Note shall be paid in ten (10)
equal successive semi-annual installments of _________ Dollars ($________), each
on the last day of June and December, commencing on June 30, 2001 and continuing
through and including December 31, 2005. On the same days that principal sum
payments are due, all interest then accrued shall also be due.

                  (b)  Maker shall have the right to prepay the unpaid portion
of this Note in full or in part at any time, without premium or penalty. All
prepayments shall be applied first to the then accrued unpaid interest and then
to the unpaid principal.


<PAGE>

SECTION 3.        SECURITY.

                  This Note is secured by the ____________ (_______) shares of
the Payee's common stock owned by Maker (the "Shares"). Such Shares were granted
to him [her] pursuant to the terms of a Stock Purchase Agreement dated as of
December ___, 2000 (the "Stock Purchase Agreement"), and pledged to Payee
pursuant to a Stock Pledge Agreement entered into by and among Maker and Payee,
dated as of December ___, 2000 (the "Pledge Agreement").

SECTION 4.        RECOURSE.

                  The obligations of Maker under this Note shall be non-recourse
and Payee's sole recourse for payment of this Note shall be the Shares.

SECTION 5.        DEFAULT.

                  It shall be an event of default ("Event of Default"), and the
then unpaid portion of this Note shall become immediately due and payable, at
the election of Payee, upon the occurrence of any of the following events:

                  (a)  any failure on the part of Maker to make any payment
hereunder when due, whether by acceleration or otherwise, and the continuation
of such failure for a period of ten (10) days after written notice thereof from
Payee;

                  (b)  any failure on the part of Maker to keep or perform any
of the terms or provisions (other than payment) of this Note, the Stock Purchase
Agreement or the Pledge Agreement executed herewith, or any amendments thereof,
and the continuation of such failure for more than ten (10) days after written
notice thereof from Payee;

                  (c)  Maker shall commence (or take any action for the purpose
of commencing) any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, moratorium or similar law or statute; or

                  (d)  a proceeding shall be commenced against Maker under any
bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or
similar law or statute and relief is ordered against Maker, or the proceeding is
controverted but is not dismissed within sixty (60) days after the commencement
thereof.

SECTION 6.        WAIVERS.

                  (a)  Maker waives demand, presentment, protest, notice of
protest, notice of dishonor, and all other notices or demands of any kind or
nature with respect to this Note.

                  (b)  Maker agrees that a waiver of rights under this Note
shall not be deemed to be made by Payee unless such waiver shall be in writing,
duly signed by Payee, and each such waiver, if any, shall apply only with
respect to the specific instance involved and shall in no way impair the rights
of Payee or the obligations of Maker in any other respect at any other time.

                  (c)  Maker agrees that in the event Payee demands or accepts
partial payment of

                                       2
<PAGE>

this Note, such demand or acceptance shall not be deemed to constitute a waiver
of any right to demand the entire unpaid portion of this Note at any time in
accordance with the terms of this Note.

                  (d)  In any action or proceeding arising out of or relating to
this Note, Maker waives (to the full extent permitted by law) all right to a
trial by jury or to plead as a defense any statute of limitations or any other
similar law or equitable doctrine.

SECTION 7.        COLLECTION COSTS.

                  Maker will, upon demand, pay to Payee the amount of any and
all reasonable costs and expenses, including, without limitation, the reasonable
fees and disbursements of its counsel (whether or not suit is instituted) and of
any experts and agents, which Payee may incur in connection with the following:
(i) the enforcement of this Note; and (ii) the enforcement of payment of all
obligations of Maker by any action or participation in, or in connection with, a
case or proceeding under Chapters 7, 11, or 13 of the Bankruptcy Code, or any
successor statute thereto.

SECTION 8.        ASSIGNMENT OF NOTE.

                  Maker may not assign or transfer this Note or any of its
obligations under this Note in any manner whatsoever without the prior written
consent of Payee. This Note may not be assigned at any time by Payee.

SECTION 9.        MISCELLANEOUS.

                 (a)  This Note and its provisions may be waived, changed,
modified or discharged only by prior written agreement signed by the party
against whom enforcement of any such waiver, change, modification, or discharge
is sought. This Note may not be modified by an oral agreement, even if supported
by new consideration.

                 (b)  This Note shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
such state's rules or principles governing conflicts of laws.

                 (c)  Subject to Section 8, the covenants, terms, and conditions
contained in this Note apply to and bind the heirs, successors, executors,
administrators and assigns of the parties.

                 (d)  If any provision or any word, term, clause, or other part
of any provision of this Note shall be invalid for any reason, the same shall be
ineffective, but the remainder of this Note shall not be affected and shall
remain in full force and effect.

                 (e)  All notices, consents, or other communications provided
for in this Note or otherwise required by law shall be in writing and may be
given to or made upon the respective parties at the following mailing addresses:

                  Payee:   Wattage Monitor Inc.
                           1100 Kietkze Lane
                           Reno, Nevada 89502


                                       3
<PAGE>

                           Attention: President

                  Maker:   ________________________

                           ________________________

                           ________________________


Such addresses may be changed by notice given as provided in this subsection.
All notices and other communications delivered hereunder (whether or not
required to be delivered hereunder) shall be deemed to be sufficient and duly
given if contained in a written instrument: (i) personally delivered, (ii) sent
by telecopier, (iii) sent by nationally recognized overnight courier
guaranteeing next business day delivery or (iv) on the fifth (5th) business day
following the date on which the piece of mail containing such communication is
posted, if sent by mail.

         IN WITNESS WHEREOF, Maker has executed this Note effective as of the
date first set forth above.


                                            ___________________________________
                                            Name:
                                            Social Security Number:





                                       4