Purchase and Sale Agreement Between
                             Great Basin Water Company and Round III Enterprises
                                                               November 10, 2000
                                                                       Page 1 of



CONTRACT FOR THE SALE AND PURCHASE OF CORPORATE ASSETS
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AGREEMENT  made November 10, 2000,  between Great Basin Water  Company,  Inc., a
Nevada  corporation  with its principal  place of business at 2950 East Flamingo
Road,  Suite  F,  Las  Vegas,  Nevada,   89121  ("Purchaser"),   and  Round  III
Enterprises,  a California corporation,  with its principal place of business at
2707 Garnet Avenue, Ste. 200, San Diego, California ("Seller").

RECITALS
--------

Seller is a  corporation  engaged in the business of operating  and  maintaining
four   internet   web   sites  on  the  world   wide  web:   Dictionaryhill.com,
OTCVision.com, Equityminded.com, and UpWeGo.com. Seller owns outright all rights
to the web sites:  Dictionaryhill.com,  OTCVision.com  and  UpWeGo.com.  Seller,
while  maintaining  and  operating  the web  site  Equityminded.com,  has only a
license to use the trademarks, tradenames, service marks, copyrights and graphic
images related to Equityminded.com.

Seller desires to sell the internet web sites Dictionaryhill.com, OTCVision.com,
and  UpWeGo.com,  and the rights to operate and maintain  that web site known as
Equityminded.com.  Seller  desires  to assign its  license  to use  intellectual
property related to Equityminded.com, including, but not limited to, trademarks,
tradenames,  service marks,  and copyrights and any related  graphic images used
under license.

By virtue of a license between Andrew Austin and Seller, Seller does not own any
intellectual  property related to Equityminded.com,  including,  but not limited
to, its tradename,  trademark,  service mark,  copyright,  or any graphic images
associated with Equityminded.com.  Seller acknowledges Andrew Austin's ownership
of those particular  items, and that while the license to use said  intellectual
property may be assigned by Seller, they cannot be sold.

Seller's Board of Directors, and the owners and holders of all of its issued and
outstanding  shares,  have duly authorized and approved the sale of the internet
web sites:  Dictionaryhill.com,  OTCVision.com, and UpWeGo.com, and intellectual
property associated with the web sites. Also,  Seller's Board of Directors,  and
the owners and  holders of all its  issued  and  outstanding  shares,  have duly
authorized  and approved the assignment of the license  contract  between Seller
and Andrew Austin regarding intellectual property related to Equityminded.com.

Purchaser is a  corporation  engaged in the business of acquiring  companies and
business entities which are consistent with its business plan and purposes.


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                                             Purchase and Sale Agreement Between
                             Great Basin Water Company and Round III Enterprises
                                                               November 10, 2000
                                                                       Page 2 of


Purchaser    desires   to   purchase   the   Seller's    internet   web   sites:
Dictionaryhill.com,  OTCVision.com,  and  UpWeGo.com,  as  well  as the  related
intellectual property and good will associated with them.

Purchaser recognizes that the intellectual property related to Equityminded.com,
including,  but  not  limited  to,  its  tradename,   trademark,  service  mark,
copyright,  or related graphic images,  are not owned by Seller and are not part
of this sale and purchase  agreement,  except insofar as the license to use said
intellectual property may be assigned to Purchaser.

Purchaser's  Board of  Directors  determined  that  the  purchase  of the  above
referenced   assets   consisting   of   the   web   sites:   Dictionaryhill.com,
OTCVision.com,  and UpWeGo.com, and the acquisition of the intellectual property
license  between  Seller  and Andrew  Austin  related  to  Equityminded.com  are
consistent with the Purchaser's objectives.

The  parties  intend  to have the  transaction  contemplated  by this  agreement
treated as a tax-free  exchange  of stock for  Seller's  assets  under  Seller's
Agreement and Plan of  Reorganization  pursuant to Section  368(a)(1)(C)  of the
Internal Revenue Code of 1986, as amended,  and all provisions contained in this
agreement shall be interpreted to effectuate such intent.

It is therefore agreed:
-----------------------

ARTICLE 1. Sale of assets.  Seller shall sell to Purchaser,  and Purchaser shall
purchase and  acquire,  all rights and  computer  code to Seller's  internet web
sites:  Dictionaryhill.com,  OTCVision.com, and UpWeGo.com, including the domain
names, trademarks, tradenames, service marks.

1.01 Seller shall also assign to  Purchaser,  and  Purchaser  shall  acquire and
assume all rights and duties  thereunder,  Seller's  license to use intellectual
property solely owned by Andrew Austin related to the web site Equityminded.com,
including,  but not  limited  to: any  tradename,  trademark,  service  mark and
related graphic image or images set forth in Exhibit "A" hereto.





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                                             Purchase and Sale Agreement Between
                             Great Basin Water Company and Round III Enterprises
                                                               November 10, 2000
                                                                       Page 3 of

ARTICLE 2. Purchase Price. In consideration for such sale, Purchaser shall issue
to Seller or its nominees,  ten million shares (10,000,000) of $0.001 par value,
fully paid and  nonassessable  voting  shares of  Purchaser.  The stock shall be
issued  no  later  than  10  days  after  the  Seller   provides  the  Purchaser
instructions  for the  issuance  of  certificates.  In  order  that  Seller  may
distribute   such  voting  shares  readily  to  its   shareholders,   the  share
certificates  issued by Purchaser shall be in the  denominations,  amounts,  and
names requested by Seller. If Purchaser  effects a stock split,  stock dividend,
reverse  stock  split,  spin-off,  or similar  change in its  capital  structure
between the date of this agreement and the date the stock is issued, there shall
be an equitable  adjustment  to the number of shares to be issued in  accordance
with the terms and  conditions  of this  paragraph  to  reflect  such  change or
changes.  Purchaser shall bear all necessary and reasonable expenses incurred by
Seller  in the  distribution  of  such  voting  preference  shares  to  Seller's
shareholders,  except that Purchaser  shall bear those  expenses  referred to in
Article 6 of this agreement.

ARTICLE  3.  Assumption  of  contract  commitments.  Seller  shall  assign,  and
Purchaser  shall  acquire  and  assume  all  rights  and  duties  related to all
contracts  necessary  for the operation of the web sites that are the subject of
this  agreement:  OTCVision.com,   Equityminded.com,   Dictionaryhill.com,   and
UpWeGo.com,  including, but not limited to: service contracts between Seller and
CariNet for lease of an internet computer server and an installment  contract to
purchase an e-commerce server, both attached hereto as Exhibit "B."

3.01 Purchaser shall perform all contracts and commitments  made in the ordinary
course of Seller's  business which are  outstanding on the date of closing,  and
shall  indemnify and hold Seller  harmless  against all  liabilities  under such
contracts  and  commitments,  including  costs and  attorney  fees,  except that
Purchaser  shall  not be  responsible  for the  breach of any such  contract  or
commitment which occurs before the date of closing.

ARTICLE 4.     Representations of Seller.

4.01 Authority. Its Board of Directors and shareholders have duly authorized and
approved  execution of this agreement and the sale of its assets.  Copies of the
minutes of the directors' and shareholders'  meeting at which such authorization
and approval were granted, duly certified by the Seller's Secretary, are annexed
as Exhibit "C."

ARTICLE  5.  Transfer  Date.  All  assets and  associated  leases and  contracts
transferred  hereby shall be considered  transferred  or assigned on the date of
this contract.




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                                             Purchase and Sale Agreement Between
                             Great Basin Water Company and Round III Enterprises
                                                               November 10, 2000
                                                                       Page 4 of


ARTICLE 6.  Representations of Purchaser.  Purchaser warrants and represents the
following are now true and will be true at closing:

6.01 It is a corporation duly organized and existing under the laws of the State
of Nevada, authorized to issue twenty five million (25,000,000) shares.

6.02 Authority. Its Board of Directors has duly authorized the execution of this
agreement.

ARTICLE 7. Purchaser's  Covenants.  Purchaser covenants with Seller that pending
the closing:

7.01 Its business will only be conducted in the ordinary course.

7.02 No dividend or other  distribution or payment will be declared or paid with
respect to its outstanding shares and it will not redeem, purchase, or otherwise
acquire such shares.

7.03 No change will be made in its authorized  and  outstanding  shares,  except
when required to comply with the terms of this agreement.

ARTICLE 8. Closing. This matter shall be considered closed on the date hereof.

ARTICLE 9. No  Violation  or Breach.  The parties  represent  to each other that
their  performance  of this  agreement,  including  any  conditions or surviving
warranties or  representations,  is not in violation of any law, statute,  local
ordinance, state or federal regulation,  court order, or administrative order or
ruling,  and that such performance is not in violation of any agreement by which
either of them are bound.

ARTICLE 10.  Governing  Law. This agreement  shall be construed and  interpreted
under the laws of the State of California.

ARTICLE 11. Binding Effect.  This agreement shall inure to the benefit of and be
binding on the parties and their respective successors and assigns.

ARTICLE 12. Counterparts.  This agreement may be executed  simultaneously in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.


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                                             Purchase and Sale Agreement Between
                             Great Basin Water Company and Round III Enterprises
                                                               November 10, 2000
                                                                       Page 5 of

ARTICLE 13. Notices.  All notices,  requests,  demands, and other communications
hereunder shall be made in writing and deemed to have been given if delivered or
mailed,  first class postage prepaid, to the address of the appropriate party as
shown on the first page of this agreement.

ARTICLE 14.  Non-Waiver.  No delay or failure by either  party to  exercise  any
right  hereunder,  and no partial or single  exercise of any such  right,  shall
constitute  a waiver  of that or any other  right,  unless  otherwise  expressly
provided for herein.

ARTICLE  15.  Headings.  Headings  in  this  agreement  are  for  reference  and
convenience only and shall not be sued to interpret or construe its provisions.

ARTICLE 15. Time of Essence. Time is of the essence of this agreement.

ARTICLE 17. Entire Agreement;  Modification. This agreement supersedes all prior
agreements and constitutes the entire agreement  between the parties hereto with
respect to the subject matter hereof.  It may not be amended or modified  except
by an instrument executed by the parties.


In witness whereof, the parties have signed this instrument on November 10, 2000


By:                                   By:



_____________________________         _____________________________
Ray Warren, Chairman of the Board     Andrew S. Austin, Chairman of the Board
Great Basin Water Company             Round III Enterprises