OPTION TO PURCHASE AGREEMENT


BETWEEN:

         DIGITAL  SERVANT CANADA  CORPORATION
         a Canada  corporation
         111 Richmond Street West,  Suite 420
         Toronto,  Ontario  Canada M5H 2G4
         (hereinafter referred to as the "Seller")
                                                               OF THE FIRST PART

AND

         DIGITAL  SERVANT  CORPORATION
         a Nevada  corporation
         111 Richmond Street West, Suite 420
          Toronto, Ontario Canada M5H 2G4
         (hereinafter referred to as the "Purchaser")

                                                              OF THE SECOND PART

WHEREAS

         THIS  OPTION  TO  PURCHASE  AGREEMENT  is made by and  between  Digital
Servant Corporation, a Nevada corporation and referred to herein as "Purchaser",
Digital Servant Canada Corporation,  a Canadian corporation,  referred to herein
as the "Seller".

                                    RECITALS

         WHEREAS,  the  Seller  is the  developer  and  owner  of the  worldwide
manufacturing  and  distributing  rights of the  "Digital  Servant"  technology,
related tradenames and products, referred to herein as "Product", and

         WHEREAS,  the Seller  desires to sell the Product to a publicly  traded
corporation  in the United States of America,  which intends to trade its common
shares in the United States national Over-The-Counter market.

         NOW,  THEREFORE,  in consideration of the mutual covenants herein,  the
Purchaser and Seller agree as follows:

                                       (1)



<PAGE>


I.       SALE OF PRODUCT

         Upon  the  term  and  subject  to the  conditions  set  forth  in  this
Agreement,  the Purchaser shall sell,  assign, and deliver to Seller, and Seller
shall accept from Purchaser, $2,500,000 USD, payable at a rate of 10% down on or
before  December 31,  2001,  payable over a period of 60 months from the date of
purchase,  with payments due quarterly carrying an interest rate of 8% per annum
on the  unpaid  balance.  The first such  quarterly  payment is due on or before
March 31, 2002.  This $2,500,000 USD in cash is paid for the Product in addition
to the  15,299,000  Common Stock already  received by the Seller in exchange for
the Purchaser's License worldwide rights to the Product.

II.      PURCHASE PRICE

         In  consideration  for the sale of the  shares  set forth in  Section I
above, Seller shall:

         a. Sell and assign all rights and title  regarding  the  Product to the
Purchaser  upon the payment of 10% of the purchase cash price of $2,500,000  USD
or $250,000 USD, such rights being  registered with the tradename  office in the
appropriate countries.

         b.  Sell  and  assign  all the  technology,  materials  and  literature
developed,  information designs and market studies and tradename(s) developed by
the Seller with respect to the Product to the Purchaser.

         c.  Convey any and all assets associated with the Product and any and
all contracts and agreements relating to the Product to the Purchaser.

III.     REPRESENTATIONS OF SELLER

         Seller represents and warrants that:

          a.   It is the owner in good  standing with all  encumbrances  paid on
               the Property

          b.   It is authorized to enter into this Agreement.

          c.   It has obtained written  authorization and/or has the legal right
               to transfer the Property to Purchaser.

          d.   There is no existing or potential  litigation  against the Seller
               which has been instituted by third parties.

          e.   All  assets   pursuant  to  this  Agreement  are  free  from  any
               encumbrances and liens.

IV.      REPRESENTATIONS OF PURCHASER

         Purchaser represents and warrants that:

                                       (2)
<PAGE>

          a.   It is a publicly held corporation in good standing,  incorporated
               in the State of Nevada, United States of America.

          b.   It is  authorized  to enter into this  Agreement by resolution of
               its board of directors.

V.       INDEMNIFICATION

         The Seller shall  indemnify,  hold  harmless  and defend the  Purchaser
against any debts or obligations of Seller not specifically assumed by Purchaser
by virtue of this  Agreement,  which  results  from or  arises  out of  business
operations of the Seller and which accrued prior to the date of this  Agreement.
Specifically,  the Seller is responsible for, and shall indemnify, hold harmless
and  defend  the  Purchaser  for  any  and  all  matters  relating  to  Seller's
transactions.

         The Purchaser shall be granted the full power and authority to take any
and all action with respect to such  proceedings  as are  initiated in regard to
such  debts and  obligations,  including  not  limited  to the right to  settle,
compromise  and dispose of such  matters as it deems  proper.  The Seller  shall
indemnify,  hold  harmless  and  defend  Purchaser  against  any and  all  loss,
liability  and  expense,  including  attorney's  fees and costs,  arising out of
obligations,  liabilities  and claims of Purchaser  incurred by Seller after the
date of closing in violation of the Agreement.

VI       EXPENSES

         The Purchaser  and Seller agree to bear their own legal and  accounting
expenses,  taxes  and  other  costs  in  connection  with  the  preparation  and
consummation of this Agreement.

VII      SURVIVAL OF WARRANTIES

         The warranties,  representations  and agreements set forth herein shall
continue in full force and effect and shall survive the closing hereunder.

VIII     ASSIGNMENT

         This  Agreement  may not be assigned  by either  party until the entire
purchase amount is paid,  without prior written consent of the other party, with
consent shall not be unreasonably withheld.

IX       ATTORNEY'S FEES

         In the even it is necessary for any one of the parties hereto to bring
any action to enforce any of the terms and  covenants of this  Agreement,  it is
agreed that the  prevailing  party  shall be entitled to recover its  reasonable
attorney's fees and court costs.

X.       GOVERNING LAW

                                       (3)


<PAGE>


         This Agreement  shall be governed and construed in accordance  with the
laws of the State of Nevada.

XI       NOTICES

         Any  notice  to be  given  hereunder  shall be  given  in  writing  and
delivered personally or by regular mail, as follows:

         a.  If to Seller, addressed to:     111 Richmond Street West, Suite 420
                                             Toronto, Ontario, Canada M5H 2G4

         b.  If to Purchaser, addressed to:  111 Richmond Street West, Suite 420
                                             Toronto, Ontario, Canada M5H 2G4

XII      ENTIRE AGREEMENT

         This Agreement  contains the entire agreement  between the parties with
respect to the transactions contemplated herein.

XIII     BINDING AGREEMENT

         This Agreement shall inure to the benefit of and be binding upon Seller
and Purchaser and their respective heirs, executors, administrators,  successors
and assigns.

XIV      COUNTERPARTS AND POWER OF ATTORNEYS

         This  Agreement  may be executed in more than one  counterpart  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  agreement.  This  Agreement  may be  signed  on  behalf of the
binding  parties  by any legal  Power of  Attorney  representing  any one of the
parties.  Any Power of Attorney in effect under this Agreement shall be attached
to this Agreement.

DATED on this 15th Day of September, 2000.

SELLER                        DIGITAL SERVANT CANADA CORPORATION

                              /s/ Andrew Harvie
                              -----------------------------------------
                              by Andrew Harvie, Vice-President


PURCHASER                     DIGITAL SERVANT CORPORATION

                              /s/ Angus Crawford
                              -------------------------------------------
                              by Angus Crawford, President



                                      (4)