EXHIBIT 7.2

                    SHARE PURCHASE AGREEMENT - WIRELESSON.COM


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                            SHARE PURCHASE AGREEMENT


This  Share  Purchase  Agreement   ("Agreement"),   between  WirelessOn.com  Ltd
(WIRELESSON.COM or the Company )and the following individual shareholders:

                           Patricia Pelech                      75,000
                           Bo Pelech                           150,000
                           Allan Bezanson                      225,000
                           Jim Everett                          50,000
plus option for 50,000@ $0.10 per share vesting pursuant to option agreement
                           Catalyst Venture Limited             70,000
                           Icon Enterprises Limited             75,000
                           Acil Associates Limited              80,000
                           Virtual Jukebox Inc.                225,000
                           Gregory M. Chornoboy                 42,000
                           Michael Koury                        16,000
                           K. Nadine Shand                      42,000
                           Trent Taylor                         10,000

Number  of  shares   held  or  to  be  issued   to   present   shareholders   of
WirelessonOn.Com  is  1,200,000  common  shares  prior to  Closing  Date  herein
referred to as  SHAREHOLDERS,  AND  Wirelesson.Com  and  Shareholders are herein
collectively  referred to as "SELLERS",  and WatchOut!,  Inc.  d/b/a  Innovative
Cybersystems, a Utah corporation (as BUYER).

                              W I T N E S S E T H:

A. WHEREAS, WatchOut! Inc., is a corporation organized under the laws of Utah.

B. WHEREAS,  SELLERS are willing to sell, and BUYER desires to purchase  certain
issued and outstanding shares of capital stock in  WirelessOn.com,  as specified
on Exhibit A.

C.  WHEREAS,   WatchOut!   and  SELLERS  will  benefit  from  the   transactions
contemplated hereby and desire to implement the contemplated transaction.

D. WHEREAS,  Sellers are willing to issue treasury common shares to BUYER as per
Schedule "A".

NOW, THEREFORE, it is agreed among the parties as follows:

                                    ARTICLE I

                                THE CONSIDERATION

SELLERS shall sell and cause to be delivered and BUYER shall purchase the shares
of  WirelessOn.com  common  stock as  specified  on Exhibit A. The  transactions
contemplated by this Agreement shall be completed at a closing  ("Closing") on a
closing date which shall be on or before  February 11, 2000.  The purchase price
for  455,172  common  shares  of  WirelessOn.com  stock  to be paid by  BUYER to
WirelessOn.Com is,  $2,750.000, (Canadian). It shall be paid in accordance with
the terms set out in "Schedule A" This shall then represent


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 27.5%  of then  total  issued  and  outstanding  shares  of the  company  being
 1,655,172 common shares of WirelessOn.com.

BUYER shall purchase from  SHAREHOLDERS  common share held by them in accordance
with the terms set out in Schedule "A".

                                   ARTICLE II

                               DELIVERY OF SHARES

The  certificates  representing all of the shares which shall be purchased shall
be delivered and conveyed by SELLERS to BUYER with duly  executed  stock powers,
upon receipt of the  consideration  by SELLERS in accordance with the receipt of
the consideration on the dates set out in Schedule "A".

                                   ARTICLE III

   REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLERS AS TO WIRELESSON.COM

These  representations or warranties are made by SELLERS as individuals,  and as
officers and directors of WirelessOn.com.

SELLERS hereby represent, warrant, and covenant to BUYER as follows:

     3.1 WirelessOn.com is a corporation duly organized, validly existing and in
good standing under the laws of Ontario, Canada, and has the corporate power and
authority to carry on its business as it is now being conducted. The Articles of
Incorporation  of  WirelessOn.com  and  amendments,  copies  of which  have been
delivered  to  BUYER,  are  complete  and  accurate,  and the  minute  books  of
WirelessOn.com,   which  will be  delivered  to BUYER  contain  a  complete  and
accurate  record  of  all  material  actions  taken  at,  all  meetings  of  the
shareholders and Board of Directors of WirelessOn.com.

     3.2 The aggregate  number of shares which  WIRELESSON.COM  is authorized to
issue is an unlimited  number of shares with no par value per share,  of which,
1,200,000  shares are issued and  outstanding  as at the date of  Closing.  Such
shares are fully paid and non- assessable.   WIRELESSON.COM  has no  outstanding
options,  warrants or other rights to purchase,  or subscribe  to, or securities
convertible into or exchangeable for any shares of capital stock.

     3.3 SELLERS have complete and unrestricted power to enter into and,
 upon receipt of the appropriate approvals as required by law, to consummate the
 transactions contemplated by this Agreement.

     3.4 SELLERS own the common shares of  WIRELESSON.COM  free and clear of all
liens and encumbrances, and are authorized to sell such shares to BUYER, subject
only to the pledge agreements and debts recited hereinafter


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     3.5 SELLERS who represent WIRELESSON.COM shall not enter into or consummate
any  transactions  other than those  required in the normal  course of business,
prior to the Closing Date and will pay no dividend, or increase the compensation
of officers and will not enter into any other business agreement or transaction,
prior to closing date.

     3.6 The representations and warranties of SELLERS shall be true and correct
as of the date hereof and as of the Closing Date.

     3.7 SELLERS have delivered to buyer all of the corporate books and
 records  of   WIRELESSON.COM   for   review,   true  and   correct   copies  of
 WIRELESSON.COM's  tax returns since August,  1999. SELLERS will also deliver to
 buyer on or before the Closing Date any reports  relating to the  financial and
 business  condition  of  WIRELESSON.COM  which  occur  after  the  date of this
 Agreement and any other reports sent  generally to its  shareholders  after the
 date of this Agreement.

     3.8 No  representation  or  warranty  by SELLERS in this  Agreement  or any
certificate  delivered  pursuant  hereto  contains  any  untrue  statement  of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
representation or warranty not misleading.

     3.9 SELLERS  will cause  WIRELESSON.COM  to notify Buyer prior to any Board
meeting  and to allow Buyer to be  represented.  Buyer shall have the ability to
appoint  one board  member  once they own 27.5% of Seller and a majority  of the
Board  once they have 51% of the issued and  outstanding  shares of Seller.  The
Board shall then be  comprised of 5 members of which 2 shall be appointed by the
minority shareholders.

     3.10  SELLERS  shall  deliver  within 45 days of February 10, 2000 to buyer
audited financial statements of WIRELESSON.COM dated December 31, 1999 financial
statements  in  accordance  with Canadian  GAAP  standards.  All such  financial
statements,  herein sometimes  called " Financial  Statements" are (and will be)
complete and correct in all material  respects  and,  together with the notes to
these financial statements, present fairly the financial position and results of
operations of the periods indicated.  All financial statements of WIRELESSON.COM
will have  been  prepared  in  accordance  with  generally  accepted  accounting
principles, and will be "unqualified" except as to "going concern."

     3.11 Since the dates of the WIRELESSON.COM Financial Statements, there have
not been any material adverse changes in the business or condition, financial or
otherwise,  of  WIRELESSON.COM.   WIRELESSON.COM  Does  not  have  any  material
liabilities  or  obligations,  secured  or  unsecured,  except  as  shown in the
financial statements.

     3.12 There are no  pending  legal  proceedings  or  regulatory  proceedings
involving   WIRELESSON.COM,   there  are  no  legal  proceedings  or  regulatory
proceedings  involving  material  claims  pending,  or, to the  knowledge of the
officers of WIRELESSON.COM,  threatened against  WIRELESSON.COM or affecting any
of their assets or properties,  and WIRELESSON.COM is not in any material breach
or  violation  of  or  default   under  any  contract  or  instrument  to  which
WIRELESSON.COM is a party.


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     3.13  WIRELESSON.COM  shall not enter into or consummate  any  transactions
prior to the Closing Date and will pay no dividend, or increase the compensation
of  officers  and will not enter  into any  agreement  or  transaction,  without
consent of BUYER. Closing date shall be deemed to be February 11, 2000.

     3.14  The  representations  and  warranties  of  SELLERS  shall be true and
correct as of the date hereof and as of the Closing Date.

     3.15 WIRELESSON.COM has no employee benefit plan in effect at this time.

     3.16 No  representation  or warranty in this Agreement,  or any certificate
delivered  pursuant hereto  contains any untrue  statement of a material fact or
omits to state  any  material  fact  necessary  to make such  representation  or
warranty not misleading.

     3.17 SELLERS  warrant and  represent  that at closing those debts listed on
Exhibit B and those incurred in the ordinary course of business and those listed
in the financial  statements as OF THE 31ST December 1999, shall be the sole and
only debts of  WirelessOn.com  and  sellers  agree to  indemnify  and hold buyer
harmless from any other debt whatsoever not listed thereon.

                                   ARTICLE IV

               REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER

No representations or warranties are made by any director, officer, employee, or
shareholder of buyer as individuals,  except as and to the extent stated in this
Agreement or in a separate written statement.

BUYER hereby represents, warrants, and covenants to SELLERS as follows:

     4.1 BUYER is a corporation duly organized,  validly  existing,  and in good
standing  under the laws of the state of, Utah and has the  corporate  power and
authority and to carry on its business as it is now being conducted.

     4.2 BUYER has complete and unrestricted power to enter into this
 agreement; and, to consummate the transactions contemplated by this Agreement.

     4.3 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
BUYER will  conflict  with or result in a breach or violation of the Articles of
Incorporation or Bylaws of BUYER.

     4.4 The execution of this  Agreement has been duly  authorized and approved
by the BUYER S Board of Directors.

     4.5 The  representations  and warranties of BUYER shall be true and correct
as of the date hereof and as of the Closing Date.


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                                    ARTICLE V

               OBLIGATIONS OF THE PARTIES PENDING THE CLOSING DATE

     5.1 At all times prior to the Closing Date during regular  business  hours,
each party will  permit the other to examine its books and records to the extent
the same are  relevant to the purchase of the shares of  WIRELESSON.COM  and the
books and  records  of its  subsidiaries  and will  furnish  copies  thereof  on
request.  It is recognized that, during the performance of this Agreement,  each
party may provide  the other party with  information  which is  confidential  or
proprietary  information.  During the term of this Agreement,  and for two years
following the earlier of the Closing or the termination of this  Agreement,  the
recipient of such information  shall protect such information from disclosure to
persons,  other than  members  of its own or  affiliated  organizations  and its
professional advisers, in the same manner as it protects its own confidential or
proprietary  information  from  unauthorized   disclosure,   and  not  use  such
information to the competitive  detriment of the disclosing  party. In addition,
if this  Agreement  is  terminated  for any reason,  each party  shall  promptly
destroy,  return, or cause to be returned all documents or other written records
of such  confidential  or proprietary  information,  together with all copies of
such writings and, in addition,  shall either  furnish or cause to be furnished,
or shall  destroy,  or shall maintain with such standard of care as is exercised
with respect to its own confidential or proprietary  information,  all copies of
all  documents or other written  records  developed or prepared by such party on
the basis of such confidential or proprietary information.  No information shall
be considered  confidential or proprietary if it is (a)  information  already in
the possession of the party to whom disclosure is made, (b) information acquired
by the  party  to  whom  the  disclosure  is made  from  other  sources,  or (c)
information in the public domain or generally available to interested persons or
which at a later date passes into the public domain or becomes  available to the
party to whom disclosure is made without any wrongdoing by the party to whom the
disclosure is made.

     5.2 SELLERS and BUYER shall promptly provide each other with information as
to any significant  developments in the performance of this Agreement, and shall
promptly  notify  the  other if it  discovers  that any of its  representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.

     5.3 All  parties to this  Agreement  shall  take all such  action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.

                                   ARTICLE VI

                              PROCEDURE FOR CLOSING

     6.1 At the Closing Date, the purchase and sale shall be effected with share
certificates  of  WIRELESSON.COM  together with stock powers  executed in blank,
being  delivered  to escrow  agent for all  shares  which  may be  purchased  in
accordance with Exhibit "A" with delivery of $150,000 (CND).  Seller shall issue
shares proportionate to the receipt of funds as set out in Schedule "A".


<PAGE>
                                   ARTICLE VII

                           CONDITIONS PRECEDENT TO THE

                          CONSUMMATION OF THE PURCHASE

The following are conditions precedent to the consummation of the
 Agreement on or before the Closing Date:

     7.1 SELLERS and BUYER shall each have performed and complied with all of
 their  respective  obligations  hereunder  which  are to be  complied  with  or
 performed on or before the Closing Date and SELLERS and BUYER shall provide one
 another at the  Closing  with a  certificate  to the effect that such party has
 performed each of the acts and  undertakings  required to be performed by it on
 or before the Closing Date pursuant to the terms of this Agreement.

     7.2 This Agreement and the transactions contemplated herein shall have been
duly and validly  authorized,  approved  and  adopted by  SELLERS,  and buyer in
accordance with the applicable laws.

     7.3 No action,  suit or proceeding shall have been instituted or shall have
been  threatened  before any court or other  governmental  body or by any public
authority to restrain,  enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their  directors or officers
to any material liability,  fine,  forfeiture or penalty on the grounds that the
transactions  contemplated  hereby,  the parties  hereto or their  directors  or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection  with the  transactions  contemplated  hereby,  and the
parties  hereto  have been  advised  by  counsel  that,  in the  opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which if decided adversely to any party hereto or its directors or officers
WirelessOn.com  would materially and adversely affect the business,  assets,  or
financial position of WIRELESSON.COM.

     7.4 The representations and warranties made by SELLERS and by BUYER in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the Closing Date.

     7.5 Since the dated of the WIRELESSON.COM Financial Statements,  there have
not been any material  adverse changes in the business or condition,  financial,
or  otherwise,  of  WIRELESSON.COM.  WIRELESSON.COM  does not have any  material
liabilities  or  obligations,  secured or  unsecured  except as shown on current
financials (whether accrued, absolute, contingent or otherwise).

     7.6 All outstanding  liabilities of  WIRELESSON.COM  to SELLERS or SELLERS'
affiliates,  save  and  except  as  disclosed  in the  financial  statements  of
WirelessOn.com, shall be waived prior to or concurrent with closing. Such waiver
shall be deemed and treated as additional  paid in capital and shall  constitute
additional basis in sellers stock.

     7.7  Creditors of  WIRELESSON.COM  shall have executed  written  agreements
prior to Closing Date,  providing for a payment schedule,  as may be required by
buyer.


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     7.8 No press  release or public  statement  will be issue  relating  to the
transactions  contemplated  by this  Agreement  without prior approval of Buyer.
However,  either BUYER or WIRELESSON.COM may issue at any time any press release
or other  public  statement  it  believes  on the  advice of its  counsel  it is
obligated to issue to avoid liability under the law relating to disclosures, but
the party issuing such press release or public statement shall make a reasonable
effort to give the other party prior notice of and opportunity to participate in
such release or statement.

                                 ARTICLE VIII


                          TERMINATION AND ABANDONMENT

     8.1 Anything  contained in this Agreement to the contrary  notwithstanding,
the Agreement  may be terminated  and abandoned at any time prior to the Closing
Date:

     (a) By mutual consent of SELLERS and BUYER;

     (b) By either party,  if any condition set forth in Article VII relating to
the other party has not been met or has not been waived;

     (c) By BUYER and SELLER if any suit,  action or other  proceeding  shall be
pending or threatened by the federal or a state  government  before any court or
governmental  agency,  in which it is sought to restrain,  prohibit or otherwise
affect the consummation of the transactions contemplated hereby;

     (d) By any party, if there is discovered any material  error,  misstatement
or omission in the representations and warranties of another party;

     (e) By BUYER'S at BUYER election if SELLERS do not deliver, or indicates to
BUYER that it will not deliver,  WirelessOn.com  financial arrangements with all
creditors of  WIRELESSON.COM,  in form and substance  satisfactory to both BUYER
and SELLERS.

     8.2 Any of the terms or conditions  of this  Agreement may be waived at any
time by the party which is entitled to the benefit thereof.


                                   ARTICLE IX

           TERMINATION COVENANTS, OF REPRESENTATIONS, AND WARRANTIES


     The  respective  covenants,  representations  and warranties of the parties
hereto as contained herein shall survive the Closing for a period of two years.


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                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 This Agreement embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein,  referenced herein, or those provided
for herein.
     10.2  To  facilitate  the  execution  of  this  Agreement,  any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

     10.3 All parties to this  Agreement  agree that if it becomes  necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary,  the party requested to do so will use commercially reasonable
efforts to provide  such  executed  instruments  or do all things  necessary  or
proper to carry out the purpose of this Agreement.

     10.4 This Agreement may be amended only in writing duly executed by all
 parties hereto.

     10.5 Any notices,  requests, or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
fees prepaid, addressed as follows:

 SELLERS:

 To:             Bodnaruk & Capone
                 370 King Street West
                 Suite 416, P.O. Box 49
                 Toronto, Ontario
                 M5V 1J9
                 Attention:  P. Capone
                 Fax #:  416-593-5359


 BUYERS:

 To:             Innovative Cybersystems Corp.
                 20283 State Road 7, #400
                 Boca Raton, FL 33498
                 Fax #:

 copy to:        Deborah K. Hausman
                 Attorney at Law
                 20283 State Road 7, #400
                 Boca Raton, FL 33498
                 Fax #:




<PAGE>

 or such other addresses as shall be furnished in writing by any party,  and any
 such notice or communication  shall be deemed to have been given as of the date
 received.

     10.6 BUYER agrees that, as controlling  shareholder of  WirelessOn.com,  it
will not cause or allow any reverse splits,  or  consolidations  of shares for a
period of 18 months following closing hereunder.

IN WITNESS  WHEREOF,  THE PARTIES HAVE SET THEIR HANDS THIS 10TH day of February
2000.

                                   SELLERS:

                                   _________________________________
                                   Patricia Pelech

                                   _________________________________
                                   Bo Pelech

                                   _________________________________
                                   Allan Bezanson

                                   _________________________________
                                   Jim Everett

                                   Catalyst Venture Limited

                                   Per:____________________________


                                   Icon Enterprises Limited

                                   Per:____________________________


                                   Acil Associates Limited

                                   Per:_____________________________


                                   Virtual Jukebox Inc.

                                   Per:_____________________________


                                   _________________________________
                                   Gregory M. Chornoboy


                                   _________________________________
                                   Michael Koury


<PAGE>

                                   _________________________________
                                   K. Nadine Shand


                                   _________________________________
                                   Trent Taylor

                                   BUYER:

                                   WatchOut! Inc. d/b/a
                                   Innovative Cybersystems Corp.

                                   Per:_____________________________
                                   Kevin Waltzer, President


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                                    EXHIBIT A

1.       PAYMENT DATES

February 11, 2000                              $150,000 (CND) ***

February 18, 2000                              $150,000 (CND)

February 29, 2000                              $200,000 (CND)

MARCH 29, 2000                                 $2,250,000(CND)
                                               ---------------
                                              $2,750,000 representing 455,172
                                              common shares to the Buyer

2. The  Buyer's  percentage  will remain 27.5 % during this time being March 29,
2000  regardless  of  dilution.  (Such  time  period is  subject to 7 days grace
period).

3. Buyer  shall also  purchase  282,000  shares of the shares  from the  present
Shareholders proportionately to their present shareholdings in the Company being
23.5% of 1.2 million shares with a payment of $2,360,000  (CND) payable on April
15, 2000.

4. On March 15th the Buyer will  present to selling  Shareholders  the option to
receive shares in WatchOut in lieu of the cash payment contemplated in paragraph
3 above of $2,260,000 in such  proportions  of cash and or shares of WatchOut as
directed by the selling Shareholder to WatchOut! prior to April 7th, 2000.

5. Buyer  shall then,  for the next 18 months  have the option to  purchase  the
remaining  918,000 shares presently held by the  Shareholders in  WirelessOn.com
for $8,750,000 (CND) or the present remaining  shareholder of WirelessOn.com may
choose to allow  the  purchase  of these  shares  with  shares of Buyer at a 35%
discount to bid at time of  purchase.  If however,  Buyer does not  purchase the
remaining ownership interest, the Seller may buy back 2% of the stock from Buyer
for  $350,000  (CND).  In the event that the Buyer does not exercise the option,
the Buyer and the  selling  shareholders  agree to cause  the  directors  of the
company to take such  proceedings  so as to cause the company to become a public
trading  entity in Canada or the United  States  with all  present  shareholders
being treated on an equal basis.

6. Once the first  payment is received by Seller, Seller  shall insure that the
governing  documents of  WirelessOn.com  shall require a 66% shareholder vote on
any and all major  changes  affecting  the Company  including but not limited to
mergers, acquisitions, acquiring debt.


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                                    EXHIBIT B

Promissory Note payable by WirelessOn.com to Novalink Finance Ltd. in the amount
of $300,000.00.

Interest shall be payable on the Promissory  Note monthly in arrears at the CIBC
prime rate of interest plus 1%.

Principle  on the note shall  commence  to be paid once the  Company is positive
EBITDA amortized over 1 year payable monthly from commencement of the term.

The Promissory  Note shall be secured in the ordinary  course against the assets
of the company.