<PAGE>

Exhibit 10.72


                        DATED THIS 15th DAY OF MARCH 2001


                         THE SEVERAL PERSONS WHOSE NAMES

                  ARE SET OUT IN COLUMN 1 OF THE FIRST SCHEDULE

                                       AND

                             MYWEB TECHNOLOGIES LTD

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


                           SALE AND PURCHASE AGREEMENT

                                  (For Shares)

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



                                 SHOOK LIN & BOK

                             ADVOCATES & SOLICITORS

                       20TH FLOOR, ARAB-MALAYSIAN BUILDING

                              55 JALAN RAJA CHULAN

                               50200 KUALA LUMPUR


<PAGE>


                                TABLE OF CONTENTS

HEADING                                                                   PAGE

PARTIES                                                                    1

ARTICLE I         RECITALS

Section 1.01      The Company                                              1
Section 1.02      Agreement to sell and purchase                           1
Section 1.03      The Exercise                                             1
Section 1.04      Approval from LFX                                        2

ARTICLE II        DEFINITIONS

Section 2.01      Definitions                                              2

ARTICLE III       SALE AND PURCHASE OF THE SHARES

Section 3.01      Agreement to sell and to purchase                        4
Section 3.02      Consideration                                            4
Section 3.03      Consideration Shares                                     4

ARTICLE IV        CONDITIONAL AGREEMENT

Section 4.01      Conditions Precedent                                     4
Section 4.02      Application for approvals                                5
Section 4.03      Notification                                             5
Section 4.04      The Option Period                                        5
Section 4.05      Appeals                                                  5
Section 4.06      The Cut-Off Date                                         6

ARTICLE V         COMPLETION

Section 5.01      Completion of sale and purchase                          6
Section 5.02      Vendors holding as trustees                              7
Section 5.03      Concurrent actions to be taken by Vendors                7


                                       (i)


<PAGE>


ARTICLE VI        VENDORS' UNDERTAKINGS PENDING COMPLETION

Section 6.01      Vendors' Undertakings                                    7

ARTICLE VII       WARRANTIES AND UNDERTAKINGS

Section 7.01      Vendors' warranties and undertakings                     9
Section 7.02      Warranties and Undertakings on completion               10
Section 7.03      Purchaser's warranties and undertakings                 10
Section 7.04      Warranties etc., to continue after completion           11
Section 7.05      Right of parties to rescind Agreement                   11
Section 7.06      Rescission will not affect right to damages             11

ARTICLE VIII      INDEMNITIES BY THE VENDORS

Section 8.01      Vendors' Indemnities                                    12
Section 8.02      Indemnity regarding tax                                 12

ARTICLE IX        MISCELLANEOUS

Section 9.01      Specific Performance                                    12
Section 9.02      Successors Bound                                        12
Section 9.03      Governing Law                                           12
Section 9.04      Severability                                            13
Section 9.05      No Assignment                                           13
Section 9.06      Notice                                                  13
Section 9.07      Time                                                    13
Section 9.08      Further deeds and acts                                  13
Section 9.09      Costs and expenses                                      13
Section 9.10      Schedules                                               13
Section 9.11      Variation of terms by mutual Agreement                  14
Section 9.12      Confidentiality                                         14
Section 9.13      Joint and Several                                       14

FIRST SCHEDULE    The Vendors                                             15
SECOND SCHEDULE   Vendors' Warranties and Undertakings                    16
THIRD SCHEDULE    Consideration Shares                                    26

EXECUTION PAGE                                                            27

APPENDIX 1        Audited Accounts as at 30th September 2000


                                      (ii)


<PAGE>



AN AGREEMENT made the 15th day of March 2001 Between:


1.       THE SEVERAL  PERSONS  whose names are set out in Column 1 of the
         First  Schedule  (the  "VENDORS") of the one part; And


2.       MYWEB TECHNOLOGIES LTD, a company incorporated under the laws of the
         British Virgin Islands and having its registered office at Jipfa
         Building, P.O. Box 181, Road Town, Tortola, British Virgin Islands (the
         "PURCHASER") of the other part.


                                    ARTICLE I

                                    Recitals

Section 1.01      The Company

Unioffice Sdn. Bhd. (Company No. 491165-A) (the "COMPANY") is a company with
limited liability incorporated under the Companies Act, 1965 on the 11th day of
August 1999 with an authorised capital of Ringgit Malaysia One Hundred Thousand
(RM100,000) divided into 100,000 ordinary shares of RM1.00 each, of which 50,000
have been issued and are fully paid up or credited as paid up, all of which (the
"SHARES") are beneficially owned by the Vendors in the amounts and proportions
set out against their respective names in Columns 2 and 3 of the First Schedule
hereto.

Section 1.02      Agreement to sell and purchase

Subject to the terms and conditions hereinafter contained, the Vendors have
agreed to sell and the Purchaser has agreed to purchase all of the Shares on and
subject to the terms and conditions and on the basis of the representations,
warranties, undertakings and agreements hereinafter mentioned.

Section 1.03      The Exercise

This sale and purchase is part of a larger corporate exercise (the "EXERCISE")
pursuant to which it is proposed that:-

(i)      the sale and purchase of the Shares upon the terms hereof will be
         completed;

(ii)     the legal and beneficial  owners of all the shares in MYWEB E-COMMERCE
         SDN. BHD.  (Company No. 476442-P) will sell all their shares in the
         said company (the "MWEC SHARES") to the Purchaser;


(iii)    the legal and beneficial owner of all the shares in MyWeb Access Sdn
         Bhd (Company No. 533653-U) will sell all its shares in the said company
         ("MWA SHARES") to the Purchaser; and


(iv)     the shares of the Purchaser will be listed on the Labuan International
         Financial Exchange.


<PAGE>


Section 1.04      Approval in Principle from LFX

By a letter dated the 21st day of February 2001 the Labuan International
Financial Exchange ("LFX") has approved in principle the proposed listing and
quotation of all the Purchaser's shares on the LFX.


NOW THIS AGREEMENT WITNESSETH as follows:-

                                   ARTICLE II

                                   Definitions

Section 2.01      Definitions

In this Agreement and the Schedules hereto unless there be something in the
subject or context inconsistent therewith:-

(i)      the following expressions bear the following meanings namely:-


         "Accounts Date" means the 30th day of September 2000;

         "the Audited Accounts" means the Report and Audited Accounts of the
         Company for the period ended 30th day of September 2000 attached hereto
         as Appendix 1;


         "Auditors" means the auditors for the time being of the Company;


         "Balance Sheet Date" means 30th day of September 2000;

         "Business Day" means a day other than a Saturday, Sunday or a public
         holiday on which banks are open for business in Kuala Lumpur and
         Sarawak;


         "Net Assets" means the issued share capital of the Company plus or
         minus the amount standing to the credit of or debited to reserves
         (including profit and loss account);

         "Taxation" means all forms of taxation whether of Malaysia or elsewhere
         in the world wherever imposed (including without limitation,
         corporation tax, profits tax, capital gains tax, income tax,
         development land tax, estate duty, capital transfer tax, national
         insurance, stamp duty, capital duty, value added tax, customs and other
         import or export duties) and all statutory, governmental, state,
         provincial, local governmental or municipal impositions, duties and
         levies and all penalties, charges, costs and interest relating thereto;

                                      -2-
<PAGE>

(ii)     any reference to a statutory provision shall include such provision and
         any regulations made in pursuance thereof as from time to time modified
         or re-enacted whether before or after the date of this Agreement so far
         as such modification or re-enactment applies or is capable of applying
         to any transactions entered into prior to completion and (so far as
         liability thereunder may exist or can arise) shall include also any
         past statutory provisions or regulations (as from time to time modified
         or re-enacted) which such provisions or regulations have directly or
         indirectly replaced;

(iii)    any reference to "Accounts" shall include the relevant balance sheets
         and profit and loss accounts together with all documents which are or
         would be required by the relevant law to be annexed to the Accounts of
         the Company concerned to be laid before the Company in general meeting
         for the accounting period in question;

(iv)     references to Recitals, Clauses, Annexures and Schedules are to
         Recitals, Clauses, Annexures and Schedules of this Agreement;

(v)      the headings are for convenience only and shall not affect the
         interpretation hereof;

(vi)     words denoting the singular number only shall include the plural number
         and vice versa;

(vii)    words denoting the neuter or masculine gender only shall include the
         feminine gender and the masculine or neuter gender, as the case may be;

(viii)   "Ringgit Malaysia" and "RM" shall be construed as references to the
         lawful currency for the time being of Malaysia;

(ix)     "US Dollars" and "US$" shall be construed as references to the lawful
         currency for the time being of the United States of America; and

(x)      references to any agreement or document herein shall be a reference to
         the same as from time to time varied in any manner whatsoever and any
         other agreements or documents from time to time executed supplemental
         or in addition thereto or in substitution therefor, unless the context
         otherwise requires.

                                   ARTICLE III

                         Sale and Purchase of the Shares

Section 3.01      Agreement to sell and to purchase

Subject to Section 4.01 hereof, the Vendors hereby agree to sell to the
Purchaser and the Purchaser hereby agrees to purchase from the Vendors the
Shares free from all claims, charges, liens, encumbrances and equities together
with all rights attached thereto and all dividends and distributions declared
paid or made in respect thereof by reference to a record date which is after the
date hereof for the consideration stated in Section 3.02 hereof.

                                      -3-

<PAGE>

Section 3.02      Consideration


The total consideration to be paid by the Purchaser to the Vendors for the
Shares is the sum of Ringgit Malaysia Ten Thousand Nine Hundred and Forty
(RM10,940.00) (the "PURCHASE PRICE") which shall be satisfied by the issue by
the Purchaser to the Vendors at the issue price per share set out against the
name of each of the Vendors in the Third Schedule hereof of an aggregate of One
Hundred and Sixty Nine Three Hundred and Forty Nine (169,349) new ordinary
shares of US$0.01 each in the capital of the Purchaser credited as fully paid up
(the "CONSIDERATION SHARES") such shares to be issued to each of the Vendors in
the amount and proportion set out against his name in the Third Schedule hereto.


Section 3.03      Consideration Shares

The Consideration Shares shall be issued on terms that they will rank pari passu
in all respects with the ordinary shares of the Purchaser in issue at the date
of allotment save as regards any dividend or distribution declared, paid or made
by reference to a record date which is prior to Completion.

                                   ARTICLE IV

                              Conditional Agreement

Section 4.01      Conditions Precedent

(1)      This sale and purchase of the Shares is conditional upon:-


         (i)        the approvals of all relevant authorities necessary for the
                    Exercise being obtained;

         (ii)       there having been no material adverse change in the
                    financial business or trading position of the Company prior
                    to the Completion Date.


(2)      The Purchaser may in its sole and absolute discretion waive any of the
         Conditions Precedent that are capable of being waived, by notice in
         writing to the Vendors prior to the Cut-Off Date.

Section 4.02      Application for approvals

Immediately upon the execution of this Agreement, each of the parties hereto
shall take the necessary steps to apply for the approvals and or procure the
fulfilment of the conditions referred to

                                      -4-

<PAGE>

in Section 4.01 hereof and to do all things necessary to obtain and or procure
the same and the Purchaser and the Vendors shall exercise respectively their
best endeavours to assist each other in their applications and or efforts as
aforesaid.

Section 4.03      Notification

Upon any of the consents or approvals referred to in Section 4.01 hereof being
given or obtained, or upon the fulfilment of any of the conditions therein
referred to, the party obtaining the consents and approvals or fulfilling such
condition shall immediately notify the other party in writing and (where
relevant) shall forward to the other party a copy thereof.

Section 4.04      The Option Period

In the event that a condition is imposed by any of the relevant authorities in
respect of any of the approvals and consents referred to in this Article IV
which affects any of the parties hereto, that party shall have the option to be
exercised within fourteen (14) days from the date on which the condition is made
known to the party affected (the "OPTION PERIOD") by written notice to the other
party, not to accept such condition, whereupon the approval or consent in
respect of which the said condition is imposed shall be deemed not to have been
obtained for the purpose hereof. If such option is not exercised within the
Option Period such approval or consent in respect of which the said condition is
imposed shall be deemed to have been obtained for the purpose hereof.

Section 4.05      Appeals

Notwithstanding any other provisions in this Agreement to the contrary but
subject always to Section 4.06 hereof, the affected party may, within the Option
Period, appeal or require the party who made the application for the approval to
appeal to the relevant authorities to modify and/or withdraw any of such terms
and conditions attached to its approval.

(i)      In the event of the relevant authorities agreeing before the Cut-Off
         Date, to modify and/or withdraw such terms and conditions requested for
         by the affected party the approval in respect of which the said
         condition is imposed shall be deemed to have been obtained for the
         purpose hereof.

(ii)     In the event of the relevant authorities refusing or failing to modify
         and/or withdraw any of such terms and conditions requested for by the
         affected party and or failing to revert on the appeal by the Cut-Off
         Date, the affected party shall have the option to be exercised within
         fourteen (14) days (hereinafter referred to as the "SECOND OPTION
         PERIOD") of being notified of such refusal or failure, as the case may
         be, but not later than fourteen (14) days after the Cut-Off Date,
         either:-

         (a)      to accept such condition by written notice to the party
                  notified whereupon the approval in respect of which the said
                  condition is imposed shall be deemed to have been obtained for
                  the purpose hereof; or

         (b)      to reject such condition by written notice to the party
                  notified whereupon the approval in respect of which the said
                  condition is imposed shall be deemed not to have been obtained
                  for the purpose hereof.

                                      -5-

<PAGE>

It is hereby expressly agreed that in the event that no written notice is
received by the party notified within the Second Option Period, such approval in
respect of which the said condition is imposed shall be deemed to have been
obtained for the purpose hereof.

Section 4.06      The Cut-Off Date

In the event of the approvals and conditions mentioned in this Article IV not
being obtained, fulfilled and or waived, as the case may be, on a date that is
*six (6) months from the date of this Agreement or such other later date as may
be agreed upon in writing between the parties hereto (the `CUT-OFF DATE")
despite all reasonable efforts by the parties hereto, then, subject to Section
4.05 hereof, this Agreement shall lapse and be of no further effect and
thereafter the parties shall be released from all further obligations to each
other.


                                    ARTICLE V

                                   Completion

Section 5.01      Completion of sale and purchase

Completion of the sale and purchase of the Shares ("COMPLETION") shall take
place simultaneously with the completion of the sale and purchase of the MWEC
Shares and MWA Shares to the Purchaser, not later than 5.00 p.m. on the date
falling seven (7) Business Days from the date the last outstanding Condition
Precedent was fulfilled or waived, as the case may be, or such other date as may
be agreed between the parties hereto at the office of Shook Lin & Bok, Kuala
Lumpur or such other place as may be agreed between the parties hereto, when the
following actions shall be taken by the parties hereto:-

(i)      By the Vendors

         (a)      The Vendors shall deliver to the Purchaser:-

                  (aa)     valid and registrable instruments of transfer duly
                           executed in favour of the Purchaser or its nominee or
                           nominees as shall be directed by the Purchaser in
                           respect of all of the Shares accompanied by the share
                           certificates thereto together with all other
                           documents relating thereto; and

                  (bb)     the resolution of board of directors of the Company
                           approving the transfers of the Shares to and in
                           favour of the Purchaser or its nominee or nominees
                           and subject only to the same being duly stamped and
                           lodged for registration, passed for registration in
                           the register of members of the Company.

         (b)      The Vendors shall repay all monies then owing by them to the
                  Company whether due for payment or not.



                                      -6-

<PAGE>

(ii)     By the Purchaser

         Simultaneously the Purchaser shall allot and issue to and in favour of
         the Vendors, the Consideration Shares.

(iii)    The Purchaser may in its absolute discretion waive any requirement
         contained in Section 5.01(a) and (b).

Section 5.02      Vendors holding as trustees

Insofar as the transfer or delivery or vesting of any of the Shares hereby
agreed to be sold shall not have been completed on the Completion Date, the
Vendors shall as on and from the said time and date be deemed to stand possessed
of the Shares as trustees for and on behalf of the Purchaser and the Purchaser
shall indemnify and keep the Vendors indemnified in respect thereof.

Section 5.03      Concurrent actions to be taken by Vendors

Concurrently with the completion of the sale and purchase as aforesaid, the
Vendors shall take such steps as shall lie within their power to procure the
appropriate meetings to be held by the Directors of the Company at which such
persons as shall be nominated by the Purchaser shall be appointed to the Board
of Directors of the Company.

                                   ARTICLE VI

                    Vendors' Undertakings Pending Completion

Section 6.01      Vendors' Undertakings

Pending the Completion of the sale and purchase herein provided, the Vendors
shall take such steps as shall lie within their power to procure that the
Company will not, save in each case, if previously agreed to by the parties
hereto:-

(i)      issue or agree to issue any shares or loan capital or agree to grant
         any option over or right to acquire any share or loan capital;

(ii)     create, extend, grant or issue or agree to create, extend, grant or
         issue any mortgages, charges, debentures or other securities;

(iii)    enter into any long term or abnormal contract or capital commitment;

(iv)     declare, pay or make any dividend or other distribution or do or suffer
         anything whereby its financial position shall be rendered less
         favourable than as at the date hereof;

(v)      pass any resolution by its members in general meeting contrary to the
         intentions of this Agreement or make any alteration to the provisions
         of its Memorandum or Articles of Association;

                                      -7-

<PAGE>

(vi)     in any way depart from the ordinary course of its day to day business
         either as regards the nature scope or manner of conducting the same;

(vii)    grant or issue or agree to grant or issue any mortgage, charge,
         debenture, pledge or other encumbrance or security or redeem or agree
         to redeem any security or give or agree to give any guarantee or
         indemnity except in the ordinary course of business;

(viii)   permit any lien to arise on any of its assets;

(ix)     pay or agree to pay to its Directors or officers or any of them any
         remuneration or other emoluments or benefits whatsoever other than
         those which have been disclosed and agreed to by the Purchaser;

(x)      dispose of any part of its assets except in the ordinary course of
         business;

(xi)     apply for, incur or accept any further borrowings, loans, loan
         facilities and other accommodations other than those already granted to
         and utilised by the Company as at the date hereof;

(xii)    knowingly permit any of its normal insurances of which it is the
         insured party to lapse or do anything to make any policy of insurance
         of which it is the insured party void or voidable; or

(xiii)   do, procure or allow anything which may cause, constitute or result in
         the breach of any of the representations and warranties hereinafter set
         out.

                                   ARTICLE VII

                           Warranties and Undertakings

Section 7.01      Vendors' warranties and undertakings

Each of the Vendors hereby warrants and undertakes to and with the Purchaser and
its successors in title:-

(i)      in relation to the Shares and itself as follows:-

         (a)      that it has and will have full power and authority to enter
                  into and perform this Agreement which constitutes or when
                  executed will constitute binding obligations on it in
                  accordance with their respective terms;

         (b)      if it is a body corporate, that the Vendor is a body corporate
                  validly existing under the laws of its place of incorporation
                  as a separate legal entity and has full power and authority to
                  own its assets and carry on business as is now being carried
                  on;

         (c)      that the execution, delivery and performance of this Agreement
                  will not exceed the power granted to the Vendor or violate the
                  provisions of (1) any law or regulation or

                                      -8-

<PAGE>

                  any order or decree of any governmental authority, agency or
                  court to which it is subject or (2) its Memorandum and
                  Articles of Association or other constitutional documents or
                  (3) any mortgage, contract or other undertaking or instrument
                  to which it is a party or which is binding upon it or any of
                  its assets;

         (d)      that all consents, licences, approvals, authorisations, orders
                  and exemptions of any Ministry, agency, department or
                  authority in Malaysia or elsewhere which are required to be
                  obtained by the Vendors or advisable for or in connection with
                  the execution, delivery, performance, legality or
                  enforceability of this Agreement have been obtained and are in
                  full force and effect;

         (e)      the Shares will on the Completion Date constitute the one
                  hundred per cent (100%) of the issued and allotted share
                  capital of the Company;

         (f)      there is not, and at the Completion Date there will be no
                  pledge, lien or other encumbrance on, over or affecting the
                  Shares and there is not, and at the Completion Date there will
                  be no agreement or arrangement to give or create any such
                  encumbrance and no claim has been or will be made by any
                  person to be entitled to any of the foregoing;

         (g)      the Shares are beneficially owned by the Vendors free from any
                  claims, charges, liens, encumbrances or equities; the Vendors
                  have and will until Completion continue to retain the
                  unrestricted rights to transfer the Shares on the terms of
                  this Agreement without the consent of any third party and
                  there is not, nor will there be any option over or right to
                  acquire any of the Shares.

(ii)     in relation to the Company in the terms set out in the Second Schedule
         hereto subject only to:-

         (a)      any exceptions expressly provided for under the terms of this
                  Agreement; and

         (b)      any matter or thing hereafter done or omitted to be done at
                  the request in writing or with the approval in writing of the
                  Purchaser;

(iii)    that the said warranties and undertakings shall be separate and
         independent and save as expressly otherwise provided shall not be
         limited by reference to any other paragraphs hereof or of the Second
         Schedule or by anything in this Agreement and no other information
         relating to either company of which the Purchaser has knowledge (actual
         or constructive) shall prejudice any claim made by the Purchaser under
         such warranties or undertakings or operate to reduce any amount
         recoverable and the Vendors hereby agree that such warranties and
         undertakings are not affected by any investigation into the affairs of
         the Company made by or for the Purchaser;

(iv)     in relation to any warranty which refers to the knowledge and/or
         information on behalf of the Vendors that it has made full enquiry into
         the subject matter of that warranty.

                                      -9-

<PAGE>

Section 7.02      Warranties and undertakings on completion

Each of the Vendors further warrants and undertakes to and with the Purchaser
and its successors in title that:

(i)      subject as aforesaid all warranties and undertakings on its part
         herein contained will be fulfilled down to and will be true and
         correct at Completion in all respects as if they had been entered into
         afresh at Completion; and

(ii)     if after the signing hereof and before Completion any event shall occur
         which results or may result in any of the said warranties or
         undertakings being unfulfilled, untrue or incorrect at Completion, it
         shall immediately notify the Purchaser thereof prior to Completion.

Section 7.03      Purchaser's warranties and undertakings

The Purchaser hereby warrants and undertakes to and with the Vendors and their
successors in title as follows:-

(i)      that it has and will have full power and authority to enter into and
         perform this Agreement which constitutes or when executed will
         constitute binding obligations on it in accordance with their
         respective terms;

(ii)     that the Purchaser is a body corporate validly existing under the laws
         of its place of incorporation as a separate legal entity and has full
         power and authority to own its assets and carry on business as is now
         being carried on;

(iii)    that the execution, delivery and performance of this Agreement will not
         exceed the power granted to the Purchaser or violate the provisions of
         (1) any law or regulation or any order or decree of any governmental
         authority, agency or court to which it is subject or (2) its Memorandum
         and Articles of Association or other constitutional documents or (3)
         any mortgage, contract or other undertaking or instrument to which it
         is a party or which is binding upon it or any of its assets;

(iv)     that all consents, licences, approvals, authorisations, orders and
         exemptions of any Ministry, agency, department or authority in Malaysia
         or elsewhere which are required to be obtained by the Purchaser or
         advisable for or in connection with the execution, delivery,
         performance, legality or enforceability of this Agreement have been
         obtained and are in full force and effect; and

(v)      that the Consideration Shares, will be free from any claims, charges,
         liens, encumbrances or equities and will rank pari passu in all
         respects with the ordinary shares of the Purchaser in issue at the date
         of allotment save as regards any dividend declared or paid by reference
         to a record date which is prior to Completion.

Section 7.04      Warranties etc., to continue after completion

                                      -10-
<PAGE>

Notwithstanding the Completion of the sale and purchase hereunder, all
warranties, undertakings and obligations given hereunder or undertaken herein
shall continue hereafter to subsist for so long as may be necessary to give
effect to each and every one of them in accordance with the terms hereof but
subject always to a maximum period of two (2) years from the Completion Date.

Section 7.05      Right of parties to rescind Agreement

If prior to Completion it shall be found that any of the warranties or
undertakings on the part of the Vendors or the Purchaser have not in all
material respects been carried out or complied with or are otherwise untrue or
incorrect in any material respect, the Purchaser or the Vendors, as the case may
be, shall be entitled by notice in writing to the Vendors or the Purchaser, as
the case may be, to rescind this Agreement, but failure to exercise this right
shall not constitute a waiver of any other rights of the Purchaser or the
Vendors, as the case may be or their respective successors in title arising out
of any breach of warranty or undertaking.

Section 7.06      Rescission will not affect right to damages

Rescission of this Agreement under Section 7.05 hereof shall not extinguish any
right to damages to which the Purchaser or Vendors, as the case may be, or their
respective successors in title may be entitled in respect of the breach of this
Agreement.

                                  ARTICLE VIII

                           Indemnities by the Vendors

Section 8.01      Vendors' Indemnities

Notwithstanding any investigation of the business and assets of the Company made
by or on behalf of the Purchaser, the Vendors will indemnify the Purchaser and
hold the Purchaser harmless from and against any damages, deficiencies, losses,
costs, liabilities and expenses (including legal fees and disbursements) and in
particular, but without prejudice to the generality of the foregoing, from and
against any depletion or diminution of the assets, resulting directly or
indirectly from or arising out any breach of any of the representations,
warranties, covenants and agreements made by the Vendors herein.

Section 8.02      Indemnity regarding tax

The Vendors covenant with the Purchaser who is contracting for this purpose on
behalf of itself and as trustee for the Company that they will indemnify and at
all times keep the Purchaser and the Company indemnified against any diminution
of the net assets of the Company which results from the Company being called
upon to pay any tax or duty other than as specifically provided for in the
Audited Accounts and other than income tax on normal trading income arising from
transactions entered into the ordinary course of business after the Balance
Sheet Date.

                                   ARTICLE IX

                                  Miscellaneous

                                      -11-
<PAGE>

Section 9.01      Specific Performance

In the event that any of the parties hereto shall make default in the
performance of its obligations and covenants herein, the other parties shall be
entitled to the remedy of specific performance against the defaulting party and
it is hereby expressly agreed that an alternative remedy of monetary
compensation shall not be regarded as compensation or sufficient compensation
for any party's default in the performance of the terms and conditions herein.

Section 9.02      Successors Bound

This Agreement shall be binding on each party's respective personal
representatives, executors, successors and permitted assigns.

Section 9.03      Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
the States of Malaya and the parties hereto hereby (i) irrevocably submit to the
non-exclusive jurisdictions of the Courts of the States of Malaya (ii) waive any
objection on the ground of venue or forum non conveniens or any similar grounds
and (iii) consent to service of process by mail or in any other manner permitted
by the relevant law.

Section 9.04      Severability

If any of the provisions of this Agreement becomes invalid, illegal or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired.

Section 9.05      No Assignment

This Agreement and all rights and obligations hereunder are personal to the
parties hereto and each party hereto shall not assign or attempt to assign any
such rights or obligations to any third party without the prior written consent
of the other party hereto, save and except that the Purchaser shall be entitled
to nominate a nominee or nominees to accept the transfer of some or the whole of
the Shares as it shall deem fit.

Section 9.06      Notice

Notice required or permitted to be given hereunder shall be in writing and shall
be deemed to have been validly given to either party if delivered to or sent by
registered post to its address abovestated or its last known registered office
or place of business (if a company) or the address herein this Agreement stated
or his place of residence (if an individual) and if so given shall be deemed to
be received when delivered (if so delivered by hand) or on the third day of
despatch (if so despatched by mail).

Section 9.07      Time


                                      -12-
<PAGE>

Time wherever mentioned shall be of the essence of this Agreement.

Section 9.08      Further deeds and acts

All the parties hereto shall execute and do and procure all other persons or
companies, if necessary, to execute and do all such further deeds, assurances,
acts and things as may be reasonably required so that full effect may be given
to the terms and conditions of this Agreement.

Section 9.09      Costs and expenses

The costs of and incidental to this Agreement including the costs of the
applications for the necessary approvals and the stamp fees for the transfer and
registration of the Shares shall be borne and paid by the Purchaser. Each
party shall however be responsible for and bear its own solicitors' costs.

Section 9.10      Schedules

The Schedules to this Agreement and the provisions and conditions contained
therein shall form part of this Agreement and shall have the same force and
effect as if set out in the body of this Agreement.

Section 9.11      Variation of terms by mutual Agreement

It is hereby expressly agreed and declared by the parties hereto that the
provisions and terms of this Agreement may at any time and from time to time be
varied or amended by mutual consent of the parties hereto by means of a mutual
exchange of letters or such other means as the parties may agree upon from time
to time and thereupon such amendments or variations shall be deemed to become
effective and the relevant provisions of this Agreement shall be deemed to have
been amended or varied accordingly and shall be read and construed as if such
amendments or variations had been incorporated in and had formed part of this
Agreement at the time of execution hereof.

Section 9.12      Confidentiality

(1)      No announcement of any kind shall be made in respect of the subject
         matter of this Agreement unless specifically agreed between the parties
         or an announcement is required by the relevant Stock Exchange.

(2)      Subject to Section 9.12(1) hereof and except as may be required by the
         appropriate regulatory authorities or by valid legal process, the
         parties hereto agree not to disclose any information with respect to
         the negotiations leading to the sale and purchase of the Shares or the
         sale and purchase of the Shares without the consent, and, where
         applicable, participation in such disclosure, of the other parties
         except to the parties' professional advisors, agents or bankers on a
         need-to-know basis.

                                      -13-
<PAGE>

(3)      If this agreement ceases to have effect the Purchaser will release and
         return to the Vendors and the Company all documents concerning it
         provided to the Purchaser or its advisers in connection with this
         agreement and will not use or make available to any other person any
         information which it or its advisers have been given in respect of the
         Vendors or the Company and which is not in the public domain.

Section 9.13      Joint and Several

The liabilities of the Vendors under this Agreement shall be joint and several.

                                      -14-
<PAGE>


                   THE FIRST SCHEDULE HEREINABOVE REFERRED TO

                                   The Vendors

                                                                 Proportion of
Names                                    No. of Shares held       Shares held

Technochannel Technologies Sdn. Bhd.           37,500                  75%
(Company No. 426318-M)

Block G, Unit G606
Phileo Damansara 1
No. 9, 16/11
Off Jalan Damansara
46350 Petaling Jaya
Selangor


Lee Soon Yoke                                  12,500                 25%
(NRIC No. 521003-07-5264)
No. 474 MK 4 Batu Itam
11000 Balik Pulau
Pulau Pinang
                                              --------              ------
                          Total:               50,000                100%
                                              ========              ======


                                      -15-
<PAGE>



                   THE SECOND SCHEDULE HEREINABOVE REFERRED TO

                      Vendors' Warranties and Undertakings

                                 (Section 7.01)

1        INFORMATION

The Recitals are true and all other information in writing which has been given
by any of the Directors or officials or professional advisers of the Vendors or
the Company to any of the Directors or officials or professional advisers of the
Purchaser in the course of the negotiations leading to this Agreement was, when
given, to the best of the knowledge and belief of the Vendors after making due
and careful enquiries true, complete and accurate in all material respects and
after making due and careful enquiries the Vendors are not aware of any fact or
matter not disclosed in writing to the Purchaser which renders any such
information untrue, inaccurate or misleading or the disclosure of which might
reasonably affect the willingness of the Purchaser to purchase the Shares or the
price at or terms upon which the Purchaser would be willing to purchase them.

2        COPIES OF ACCOUNTS, MEMORANDUM AND ARTICLES ETC.

The copies of the Audited Accounts and of the Memorandum and Articles of
Association of the Company delivered to the Purchaser are true copies and in the
case of the Memorandum and Articles of Association have attached thereto copies
of all such resolutions and agreements as are required by law to be delivered to
the Registrar of Companies of Malaysia for registration.

3        NET ASSETS

The Net Assets of the Company as at the Accounts Date is not less than
RM*(41,620.00).

4        ACCOUNTS

(a)      The Audited Accounts have been prepared in accordance with the law and
         on a consistent basis in accordance with accounting principles,
         standards and practices generally accepted at the date thereof in
         Malaysia so as to give a true and fair view of the financial position
         and state of affairs of the Company at the Balance Sheet Date and of
         the profits or losses for the period concerned and as at that date:-

         (i)      full provision for all actual liabilities;

         (ii)     proper provision (or notes in accordance with good accountancy
                  practice) for all contingent liabilities; and

         (iii)    provision reasonably regarded as adequate for all bad and
                  doubtful debts;

                                      -16-
<PAGE>

         have been made in the Audited Accounts;

(b)      full provision or reserve has been made in the Audited Accounts for all
         taxation liable to be assessed on the Company or for which it is or may
         become accountable in respect of:-

         (i)      profits, gains or income (as computed for taxation purposes)
                  arising or accruing or deemed to arise or deemed to arise or
                  accrue on or before the Balance Sheet Date;

         (ii)     any transactions effected or deemed to be effected on or
                  before the Balance Sheet Date or provided for in the Audited
                  Accounts; and

         (iii)    distributions or payments made or deemed to be made on or
                  before the Balance Sheet Date or provided for in the Audited
                  Accounts; and

(c)      proper provision or reserve for deferred taxation in accordance with
         accounting principles and standards generally accepted at the date
         thereof has been made in the Audited Accounts;

5        CHANGES SINCE BALANCE SHEET DATE

Since the Balance Sheet Date as regards the Company:-

(a)      its business has been carried on in the ordinary course and so as to
         maintain the same as a going concern;

(b)      it has not disposed of any assets or assumed or incurred any material
         liabilities (including contingent liabilities) otherwise than in the
         ordinary course of carrying on its business;

(c)      its business has not been materially and adversely affected by the loss
         of any important asset or customer or by any abnormal factor not
         affecting similar businesses to a like extent and after making due and
         careful enquiries the Vendors are not aware of any facts which are
         likely to give rise to any such effects;

(d)      no dividend or other distribution has been declared made or paid to its
         members and all profits accrued and accruing after the Balance Sheet
         Date will remain in the Company for the benefit of the Purchaser as the
         new shareholder thereof;

(e)      no exceptional change has been made in the basis of the emoluments or
         other terms of employment of its directors or any of its employees.

6        LITIGATION ETC.

(a)      Since the Balance Sheet Date no claim for damages has been made against
         the Company.

(b)      The Company is not at present engaged whether as plaintiff or defendant
         or otherwise in any legal action, proceeding or arbitration (other than
         as plaintiff in the collection of debts



                                      -17-
<PAGE>

         arising in the ordinary course of its business) and is not being
         prosecuted for any criminal offence.

(c)      There are no circumstances known to the Vendors after making due and
         careful enquiries likely to lead to any such claim or legal action,
         proceeding or arbitration (other than as aforesaid) or prosecution.

7        TAXATION

(a)      There is no liability to taxation in respect of which a claim could be
         made in respect of the Company (other than as specifically provided for
         in the Audited Accounts and other than income tax on ordinary trading
         income arising from transactions entered into in the ordinary course of
         business after the Balance Sheet Date) and there are no circumstances
         likely to give rise to such a liability and in particular (but without
         limitation) there exist no grounds for:

         (i)      assessment on the Company of additional liability to tax in
                  respect of any transaction between or involving the Company on
                  the one hand and on the other hand any company deemed to be
                  related to the Company under Section 6 of the Companies Act,
                  1965 or any person in which any of the Vendors and/or any
                  Director of the Vendors or the Company and/or any person
                  connected with any of them has during the three (3) years
                  immediately preceding the date of the agreement been
                  interested;

         (ii)     any claim for tax against the Company under the provisions of
                  any taxation statutes in connection with the transfer of
                  assets to or for the provision of any benefit to any person or
                  whereby, arising from any circumstances, the Company may be
                  held liable for any taxation primarily chargeable against some
                  other person or company.

(b)      The Company has not received any tax concession, relief or other
         special tax treatment, whether in relation to its assets or the
         business to be carried on by it or otherwise, which, if revoked or
         otherwise removed, will or may give rise to any additional liability to
         taxation.

(c)      All documents in the possession or under the control of the Company or
         the production of which the Company is entitled which are necessary to
         establish the title, interest or benefit of the Company to any asset or
         in any transaction and which attract stamp duty in Malaysia have been
         properly stamped.

(d)      No relief or exemption has been obtained from stamp duty which has
         become liable for forfeiture or which has been obtained in respect of a
         transaction carried out within the period in which it may become liable
         to forfeiture.

(e)      All taxation or other sums charged, assessed, levied or payable under
         the provisions of any taxation statute for which the Company is liable
         as a result of any act or omission by the Company will, if and insofar
         as such taxation or other sums ought to have been paid prior to or on
         completion have been paid at or before completion.

                                      -18-
<PAGE>

(f)      The Company is not involved in any dispute with any revenue authorities
         concerning any matter likely to affect in any way the liability
         (whether accrued, contingent or future) of the Company to taxation or
         other sums imposed, charged, levied or payable under the provisions of
         any taxation statute.

8        TAX RETURNS

The Company has duly made all returns and given or delivered all notices,
accounts and information which on or before the date hereof ought to have been
made, given or delivered for the purposes of taxation and all such returns,
notices, accounts and information (and all other information supplied to the
relevant revenue or other fiscal authority concerned for any such purpose) have
to the best of the knowledge and belief of the Vendors after making due and
careful enquiries been correct and made on a proper basis and none of such
returns, notices, accounts or information is disputed in any material respect by
the fiscal authority concerned and there is no fact known to the Vendors after
making due and careful enquiries which might be the occasion of any such dispute
or of any claim for taxation in respect of any financial period down to and
including the Balance Sheet Date not provided for in the Audited Accounts.

9        EMPLOYEES

(a)      There are not in existence any contracts of service with employees of
         the Company, nor any consultancy agreements with the Company, which
         cannot be terminated by three (3) months' notice or less without giving
         rise to any claim for damages or compensation (other than a statutory
         redundancy payment or statutory compensation for unfair dismissal).

(b)      There is not in existence any contract of service with directors of the
         Company which cannot be terminated by thirty (30) days notice or less
         without giving rise to any claim for damages or compensation in excess
         of RM10,000/-.

(c)      Full particulars have been given in writing to the Purchaser of all
         existing contracts of service with employees of the Company and of all
         consultancy agreements with the Company.

(d)      There are no amounts owing to any present or former Directors or to
         members of the Company other than remuneration accrued due or for
         reimbursement of business expenses.

(e)      Save to the extent (if any) to which provision or allowance has been
         made in the Audited Accounts the Company has not made or agreed to make
         any payment to or provided or agreed to provide any benefit for any
         present or former director or employee which is not allowable as a
         deduction for the purposes of taxation.

(f)      Save to the extent (if any) to which provision or allowance has been
         made in the Audited Accounts:-

                                      -19-
<PAGE>

         (i)      no liability has been incurred by the Company for breach of
                  any contract of service or for services, or for compensation
                  for wrongful dismissal or unfair dismissal; and

         (ii)     no gratuitous payment has been made or promised by the Company
                  in connection with the actual or proposed termination or
                  suspension of employment or variation of any contract of
                  employment of any present or former director or employee.

(g)      The Company has in relation to each its employees (and so far as
         relevant to each of its former employees) complied in all material
         respects with all obligations imposed on it by all statutes,
         regulations and codes of conduct and practice relevant to the relations
         between it and its employees and has maintained current adequate and
         suitable records regarding the service of each of its employees.

(h)      The Company neither has in existence nor is proposing to introduce any
         share incentive scheme, share option scheme or profit sharing scheme
         for all or any part of its directors or employees.

(i)      All contributions due and payable by the Company to the Employees
         Provident Fund or to any scheme or fund established by law contribution
         to which by the Company is compulsory in respect of the employment of
         its employees have been paid.

10       PENSIONS

There are not in existence nor has any proposal been announced to establish any
retirement, death or disability benefit schemes for Directors or employees nor
are there any obligations to or in respect of present or former Directors or
employees with regard to retirement, death or disability pursuant to which the
Company is or may become liable to make payments and no pension or retirement or
sickness gratuity is currently being paid or has been promised by the Company to
or in respect of any former Director or former employee.

11       NO COMMISSION OR ADDITIONAL REMUNERATION SCHEME

There is not in existence any scheme, agreement or arrangement whereby a
Director or employee of the Company is remunerated or additionally remunerated
by way of commission or additional remuneration payable based on sales or
turnover of the Company.

12       DEBTS TO, CONTRACTS WITH, ETC. CONNECTED PERSONS

(a)      With the exception of the loans, debts and securities particulars of
         which have been disclosed in writing to the Purchaser and or which will
         have been discharged prior to Completion, there are:-

         (i)      no loans made by the Company to the Vendors and/or any
                  director of the Company and/or any person connected with any
                  of them or to any member of the Company;

                                      -20-
<PAGE>

         (ii)     no debts owing to the Company by the Vendors and/or any
                  Director of the Company and/or any such person as aforesaid or
                  by any member of the Company;

         (iii)    no debts owing by the Company other than debts which have
                  arisen in the ordinary course of business; and

         (iv)     no securities for any such loans or debts as aforesaid.

(b)      There are no existing contracts or engagements to which the Company is
         a party and in which any Director of the Company and/or any person
         connected with any of them as mentioned in sub-paragraph (a) above are
         interested.

13       CAPITAL COMMITMENTS, UNUSUAL CONTRACTS, GUARANTEES ETC.

(1)      The Company:

         (a)      does not have any material capital commitments;

         (b)      is not a party to any contract entered into otherwise than in
                  the ordinary and usual course of business or any contract of
                  an onerous or long-term nature;

         (c)      has not delegated any powers under a power of attorney which
                  remains in effect;

         (d)      has not by reason of any default by it in any of its
                  obligations become bound or liable to be called upon to repay
                  prematurely any loan capital or borrowed moneys;

         (e)      is not a party to any agreement which is or may become
                  terminable as a result of the entry into or completion of this
                  Agreement; or

         (f)      has not entered into or is bound by any guarantee or indemnity
                  under which any liability or contingent liability is
                  outstanding.

(2)      There are no subsisting guarantees given by the Company in favour of
         the Vendors or any of them and after compliance with Section 6.01(i)(b)
         none of the Vendors will be indebted to the Company.

14       BOOK DEBTS

(a)      None of the book debts which are included in the Audited Accounts has
         been released in terms that any debtor pays less than the book value of
         his debt or has been written off.

(b)      Further, none of the book debts which are included in the Audited
         Accounts or which have subsequently arisen have been outstanding for
         more than nine (9) months from their due dates for payment and all such
         debts have realised or will realise in the normal course of collection
         their full value as included in the Audited Accounts or in the books of
         the


                                      -21-
<PAGE>

         Company after taking into account the provision for bad and doubtful
         debts made in the Audited Accounts.

15       INSURANCE

All the assets of the Company which are of an insurable nature have at all
material times been and are at the date hereof insured in amounts reasonably
regarded as adequate against fire and other risks normally insured against by
companies carrying on similar businesses or owning property of a similar nature
and the Company has at all material times been and is at the date hereof
adequately covered against accident, third party and other risk normally covered
by insurance by such companies. The particulars of the insurances of the Company
which have been supplied to the Purchaser are true and correct. In respect of
all such insurances:-

(a)      all premiums have been duly paid to date; and

(b)      all the policies are in force and are not voidable on account of any
         act, omission or non-disclosure on the part of the insured party.

16       ASSETS

(a)      All assets of the Company and all debts due to it which are included in
         the Audited Accounts or have otherwise been represented as being the
         property of or due to the Company or at the Balance Sheet Date used or
         held for the purposes of its business were at the Balance Sheet Date
         the absolute property of the Company and (save for those subsequently
         disposed of or realised in the ordinary course of trading) all such
         assets and all assets and debts which have subsequently been acquired
         or arisen are now the absolute property of the Company and none is the
         subject of any assignment, option, right or pre-emption, covenant or
         restriction, mortgage, charge, lien or hypothecation or other
         encumbrance whatsoever (excepting only liens arising in the normal
         course of trading) or the subject of any factoring arrangement,
         hire-purchase, conditional sale or credit sale agreement and there are
         no circumstances under which by operation of law or otherwise the
         Company's title, right or interest in and to such asset may be
         adversely affected in any way whatsoever.

(b)      There are no outstanding notices served on the Company in respect of
         any of its assets and in particular and without limitation the
         Company's land is not subject to any acquisition proceedings or notice
         of intended acquisition.

(c)      Those of the properties which are occupied or otherwise used by the
         Company in connection with its businesses are so occupied or used by
         right of ownership or under lease or tenancy, and the terms of any such
         lease or tenancy permit such occupation or use.

(d)      All quit rent and assessment due and payable on the Company's land has
         been duly paid and all conditions affecting such land whether express
         or implied, have been duly complied with by the Company and the Company
         has not done or suffered to be done or omitted any act, matter or thing
         in or respecting its land which may render the same liable to
         forfeiture or


                                      -22-
<PAGE>

         which shall contravene the provision of any legislation now or
         hereafter in force affecting such land.

17       COMPLIANCE WITH LEASES AND OTHER AGREEMENTS

(a)      The terms of all leases, tenancies, licences, concessions and
         agreements of whatsoever nature to which the Company is a party have
         been duly complied with by all the parties thereto and the Vendors are
         not aware of any breaches of the terms thereof by the Company or any
         other party; and

(b)      no such lease, tenancy, licence, concession or agreement will become
         subject to avoidance, revocation or be otherwise affected upon or in
         consequence of the making or implementation of this Agreement.

18       STATUTORY, MUNICIPAL AND OTHER REQUIREMENTS, CONSENTS AND LICENCES

All statutory, municipal, regulatory and other requirements applicable to the
carrying on of the business of the Company as now carried on, and all conditions
applicable to the ownership of its assets and any licences and consents involved
in the ownership of its assets and the carrying on of such business have been
complied with and the Vendors are not aware of any breach thereof or of any
intended or contemplated refusal or revocation of any such licence or consent
and none of such licences pioneer status or consents or any term thereof upon
which it is held will or may become subject to avoidance, revocation or be
otherwise affected upon or in consequence of the making or implementation of
this Agreement.

19       BOOKS AND RECORDS

The records, statutory books and books of account of the Company are duly
entered up and maintained in accordance with all legal requirements applicable
thereto and contain true, full and accurate records of all matters required to
be dealt with therein and all such books and all records and documents
(including documents of title) which are its property are in its possession or
under its control and all accounts, documents and returns required to be
delivered or made to the Registrar of Companies Malaysia have been duly and
correctly delivered or made.

20       SHARE CAPITAL

(a)      The Company has not since the Balance Sheet Date issued or agreed to
         issue any shares.

(b)      No unissued shares of the Company are under option or agreed
         conditionally or unconditionally to be placed under option.

21       CONTINUATION OF FACILITIES

In relation to all debentures, acceptance credits, overdrafts, loans or other
financial facilities outstanding or available to the Company (referred to in
this clause as "facilities"):-

                                      -23-
<PAGE>

(a)      there has been no contravention of or non-compliance with any provision
         of any of the documents  relating to the facilities;

(b)      no steps for the early repayment of any indebtedness have been taken or
         threatened;

(c)      there have not been nor are there any circumstances known to the
         Vendors whereby the continuation of any of the facilities might be
         prejudiced, or which might give rise to any alteration in the terms and
         conditions of any of the facilities;

(d)      none of the facilities is dependent on the guarantee or indemnity of or
         any security provided by a third party;

(e)      no Vendors have any knowledge, information or belief that, as a result
         of the acquisition of the Shares by the Purchaser or any other thing
         contemplated in this Agreement, any of the facilities might be
         terminated or mature prior to its stated maturity.

22       SUBSIDIARIES AND ASSOCIATED COMPANIES

The Company has no subsidiaries or associated companies.

23       INVESTIGATIONS

There are not pending or in existence, any investigations or enquiries by, or on
behalf of, any governmental or other body in respect of the affairs of the
Company.

24       DIVIDENDS

All dividends or distributions declared, made or paid by the Company have been
declared, made or paid in accordance with its Articles of Association and the
applicable provisions of the Companies Act 1965.

                                      -24-
<PAGE>



                   THE THIRD SCHEDULE HEREINABOVE REFERRED TO

                              Consideration Shares

                                 (Section 3.02)
<TABLE>
<CAPTION>

====================================================================================================
                                                                  NO. OF
                                       ISSUE PRICE PER            CONSIDERATION        PROPORTION OF
                                       CONSIDERATION SHARE        SHARES TO            CONSIDERATION
NAMES                                                             BE ISSUED            SHARES

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


<S>                                         <C>                     <C>                    <C>
Technochannel Technologies Sdn. Bhd.        US$0.02                 104,317                60%
(Company No. 426318-M)
Block G, Unit G606
Phileo Damansara 1
No. 9, 16/11
Off Jalan Damansara
46350 Petaling Jaya
Selangor

Lee Soon Yoke                               US$0.011                 65,032                40%
(NRIC No. 521003-07-5264)
No. 474 MK 4 Batu Itam
11000 Balik Pulau
Pulau Pinang



                  Total:                                            169,349               100%

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

</TABLE>

                                      -25-
<PAGE>


AS WITNESS the hands of the representatives of the Vendors and the Purchaser the
day and year first abovewritten.

Vendors

SIGNED by                           )
for and on behalf of TECHNOCHANNEL  )
TECHNOLOGIES SDN. BHD.              )
(Company No. 426318-M)              )
in the presence of:-                )




SIGNED by LEE SOON YOKE             )
in the presence of:-                )




Purchaser

SIGNED for and on behalf of         )
MYWEB TECHNOLOGIES LTD              )
by                                  )
                                    )
in the presence of:-                )


                                      -26-
<PAGE>





                                   APPENDIX 1


                   Audited Accounts as at 30th September 2000