SHARE EXCHANGE AGREEMENT
                            ------------------------

THIS  dated  for  reference  the  30th  day  of  June,  2000.

AMONG:

GLOBALNETCARE, INC. of Suite 204, 65 Brunswick, Dollard Des Ormeaux, Quebec, H3A
3H3

("GlobalNetCare")

AND

3739007  CANADA  LTD.,  with  a  registered and records office at 800 - 885 West
Georgia  Street,  Vancouver,  British  Columbia,  V6C  3H1

     (the  "Purchaser")

AND:

COR-BIT  PERIPHERALS  INC.  ("Cor-Bit")  and  BUSINESSWAY  COMPUTER  CENTRE INC.
("Businessway"),  of  117  Gun  Avenue,  Pointe  Claire, Quebec, Canada, H94 3X2

(collectively,  the  "Companies")

AND:

FARIS  HEDDO  and  MICH  LE  SCOTT,  of 8 Du Domaine  le Perrot, Quebec, J7P 2R9

(the  "Majority  Vendors")

AND:

THE  SHAREHOLDERS  OF  COR-BIT,  as  listed  on  Schedule  "E"

(the  "Cor-Bit  Shareholders")

<PAGE>

AND:

THE  SHAREHOLDERS  OF  BUSINESSWAY,  as  listed  on  Schedule  "E"

(the  "Businessway  Shareholders")

WHEREAS:

A.          The Cor-Bit Shareholders are the registered and beneficial owners of
all  of  the issued and outstanding common shares in the capital of Cor-Bit (the
"Cor-Bit  Shares"),  consisting  of  1,458,424  common  shares in the capital of
Cor-Bit;

B.          The  Businessway  Shareholders  are  the  registered  and beneficial
owners  of  all  of  the  issued and outstanding common shares in the capital of
Businessway (the "Businessway Shares"), consisting of 1,597,737 common shares in
the  capital  of  Businessway;

C.          The  Purchaser  is  a  wholly  owned  subsidiary of GlobalNetCare, a
Florida  corporation;

D.          Pursuant  to  a  letter  agreement,  dated  April  5,  2000, between
Cor-Bit,  Businessway  and  GlobalNetCare, GlobalNetCare has agreed to cause the
Purchaser  to  issue  40,000,000  Class  "A"  Preference  Shares (the "Preferred
Shares") in the capital of the Purchaser and GlobalNetCare will issue 37,923,891
Special  Voting  Shares  in  the  capital  of GlobalNetCare (the "Special Voting
Shares").  The Preferred Shares are to be issued to the Cor-Bit Shareholders and
the  Businessway  Shareholders  (collectively  the  Cor-Bit Shareholders and the
Businessway  Shareholders are referred to as the "Vendors") as consideration for
the  exchange  of  the  Cor-Bit Shares and Businessway Shares (collectively, the
"Vendors'  Shares")  and  the  Special  Voting  Shares  are  to be issued to the
Majority  Vendors  and  the  FONDACTION CSN Pour La Coop ration et L'Emploi (the
"Fondaction"), in the course of a reorganization of the capital of the Companies
as  contemplated  by  section  85  of  the  Income  Tax  Act  (Canada);  and

E.          Pursuant to the terms of this Agreement and a Call Option Agreement,
attached hereto as Schedule "C" (the "Call Option Agreement") to be entered into
by each one of the Vendors and GlobalNetCare, each of the Vendors has granted an
option  to  GlobalNetCare to acquire the Preferred Shares and the Special Voting
Shares,  if  applicable, in exchange for an equal number of common shares in the
capital  of  GlobalNetCare;

F.          Upon  the  terms  and  subject  to  the conditions set forth in this
Agreement,  the  Vendors have respectively agreed to exchange the Cor-Bit Shares
and  the  Businessway  Shares  for  the  Preferred Shares and the Special Voting
Shares  (the  "Share  Exchange").

THEREFORE  in  consideration  of  the  premises  and of the mutual covenants and
agreements herein set forth, the parties hereto covenant and agree each with the
other  as  follows:

1.     INTERPRETATION

1.1     In  this  Agreement,  except  as  otherwise  expressly  provided:

<PAGE>

(a)     "Agreement"  means this Share Exchange Agreement, including the preamble
and the Schedules hereto, as it may from time to time be supplemented or amended
and  in  effect;

(b)     all  references  in  this  Agreement  to a designated "Section" or other
subdivision  or  to a Schedule is to the designated Section or other subdivision
of,  or  Schedule  to,  this  Agreement;

(c)     the  words "herein", "hereof" and "hereunder" and other words of similar
import  refer  to this Agreement as a whole and not to any particular Section or
other  subdivision  or  Schedule;

(d)     the  headings  are  for  convenience only and do not form a part of this
Agreement  and are not intended to interpret, define, or limit the scope, extent
or  intent  of  this  Agreement  or  any  provision  hereof;

(e)     the singular of any term includes the plural, and vice versa; the use of
any  term  is  equally  applicable  to  any gender and, where applicable, a body
corporate;  the word "or" is not exclusive; the word "including" means including
without  limitation  or  prejudice  to  the  generality  of  any  description,
definition,  term  or phrase preceding that word, and the word "include" and its
derivatives  will be construed accordingly; the expression "to the knowledge of"
or  any similar expression as applied to a corporation or individual, refers to,
(A)  in  the  case  of an individual, the knowledge as at the relevant date that
such  individual  had or would have had had he exercised due diligence in making
enquiries  in relation to the matter in question from all sources of information
likely to provide him with knowledge of same, and (B) in the case of a corporate
person, the knowledge (as aforementioned) of a director or officer thereof as at
the  relevant  date;

(f)     any  accounting  term not otherwise defined has the meanings assigned to
it  in  accordance  with  generally accepted accounting principles applicable in
Canada;

(g)     except  as  otherwise  provided,  any  dollar amount referred to in this
Agreement  means  the  lawful  currency  of  Canada;  and

(h)     any other term defined within the text of this Agreement has the meaning
so  ascribed.

1.2     The  following  are  the  Schedules to this Agreement, form part of this
Agreement  and  are  incorporated  herein  by  reference:

(a)     Schedule  "A"  -  Special  Rights  and  Restrictions  attached  to  the
Preferred  Shares;

(b)     Schedule  "B-1"  -  Financial  Statements  of  Cor-Bit;

(c)     Schedule  "B-2"  -  Financial  Statements  of  Businessway;

(d)     Schedule  "C"  -  Call  Option  Agreement;

<PAGE>

(e)     Schedule  "D-1"  -  Continuing  Contractual  Obligations  of  Cor-Bit;

(f)     Schedule  "D-2"  -  Continuing  Contractual  Obligations of Businessway;

(g)     Schedule  "E"  -  List  of  Cor-Bit  and  Businessway  Shareholders;

(h)     Schedule  "F-1"  -  List  of  Assets  of  Cor-Bit;

(i)     Schedule  "F-2"  -  List  of  Assets  of  Businessway;

(j)     Schedule  "G-1"  -  Financial  Statements  of  GlobalNetCare;

(k)     Schedule  "H-1"  -  List  of  Assets  of  GlobalNetCare;

(l)     Schedule  "I-1"  -  Outstanding  Litigation;

(m)     Schedule "J-1" - Continuing Contractual Obligations of the Purchaser and
GlobalNetCare;  and

(n)     Schedule  "K-1" - Outstanding Rights to Acquire shares in GlobalNetCare.

2.     CLOSING

2.1     The  closing  of the transactions contemplated herein will take place at
4:00  p.m. local time, on the date which is five (5) days of the increase in the
Authorized  Common  Share  Capital  (as  defined herein) and the creation of the
Special  Voting  Shares,  or  such other date as may be agreed to by the parties
hereto  (the  "Closing  Date").  The  closing  may take place by exchange of the
appropriate solicitor's undertakings, which will involve each party's solicitors
delivering  to  his  or  her  counterpart  all  required  consideration  and
documentation,  to  be held in trust and not released until all required closing
deliveries  have  been made and all conditions to closing have been satisfied or
waived  by  the  party  which  has  the  benefit  of  such  conditions.

3.     SHARE  EXCHANGE

3.1     Upon  and  subject  to  the  terms and conditions of this Agreement, the
Vendors  and  the  Purchaser  hereby agree that, on the Closing Date, all of the
Cor-Bit  Shares  and  the  Businessway  Shares  will  be  exchanged  as follows:

(a)     all  of  the  Cor-Bit  Shares  shall  be  exchanged  for an aggregate of
19,088,320  Preferred  Shares on the basis of 13.08832 Preferred Shares for each
Cor-Bit  Share and an aggregate of 19,088,320 Special Voting Shares on the basis
of  13.08832  Special  Voting  Shares  for  each  Cor-Bit  Share;  and

(b)     all  of  the  Businessway  Shares shall be exchanged for an aggregate of
20,911,680  Preferred  Shares on the basis of 13.08832 Preferred Shares for each
Businessway  Share  and  an aggregate of 20,911,680 Special Voting Shares on the
basis  of  13.08832  Special  Voting  Shares  for  each  Businessway  Share.

<PAGE>

4.     RESTRICTED  SECURITIES

4.1     The  Vendors  acknowledge  that  any  common  shares  in  the capital of
GlobalNetCare  (the  "Exchange  Shares")  issued  on  exchange  of the Preferred
Shares,  pursuant to the terms and conditions set forth in the Preferred Shares,
this Agreement and the Call Option Agreement, will have such hold periods as are
required  under  applicable  securities  laws  and  as a result may not be sold,
transferred  or otherwise disposed, except pursuant to an effective registration
statement  under the United States Securities Act of 1933, as amended (the "1933
Act"), or pursuant to an exemption from, or in a transaction not subject to, the
registration  requirements  of  the 1933 Act and in each case only in accordance
with  applicable  state  securities  laws.

4.2     The  parties  hereto acknowledge that each of the Vendors is resident in
Quebec,  and  that  GlobalNetCare  has advised the Vendors that GlobalNetCare is
relying  on  an exemption from the prospectus requirements of the Securities Act
(Quebec)  to  issue the Exchange Shares and the Special Voting Shares to each of
the  Vendors  and,  as  a  consequence, certain protections, rights and remedies
provided  by  the  Securities  Act  (Quebec),  including  statutory  rights  of
rescission  or  damages,  will  not  be  available  to  the  Vendors.

4.3     The  Vendors acknowledge that GlobalNetCare is not a reporting issuer in
any  of  the  Provinces  of  Canada  and therefore resale of any of the Exchange
Shares  or the Special Voting Shares by Vendors resident in Quebec is restricted
except  pursuant  to  an  exemption  from  applicable  securities  legislation.

4.4     It is understood and agreed by the parties hereto that they will provide
and execute all such representations and collateral agreements as are reasonably
necessary  to  ensure  that  the  issuance of the Exchange Shares or the Special
Voting  Shares  complies  with  the  requirements  of  all applicable securities
legislation.

4.5     It  is  understood  and  agreed  that  the  certificates  evidencing the
Exchange  Shares  and the Special Voting Shares will bear the following legends:

THIS  LEGEND  IS  MANDATORY  FOR  REGULATION  S  OFFERINGS  BY  DOMESTIC ISSUERS
"THE  SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO  A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S  UNDER  THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE  OF  THE  SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT,  OR  ANY  U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED  OR  SOLD,  DIRECTLY  OR  INDIRECTLY,  IN  THE UNITED STATES (AS DEFINED
HEREIN)  OR  TO  U.S.  PERSONS  EXCEPT  IN  ACCORDANCE  WITH  THE  PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER  THE  1933  ACT,  OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH  CASE  ONLY  IN  ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS.  IN
ADDITION,  HEDGING  TRANSACTIONS  INVOLVING  THE SECURITIES MAY NOT BE CONDUCTED
UNLESS  IN  COMPLIANCE WITH THE 1933 ACT.  "UNITED STATES" AND "U.S. PERSON" ARE
AS  DEFINED  BY  REGULATION  S  UNDER  THE  1933  ACT.

<PAGE>

THE  SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A HOLD PERIOD IN ALL PROVINCES
IN  CANADA  AND  MAY  NOT  BE TRADED IN ANY OF THE PROVINCES OF CANADA EXCEPT AS
PERMITTED  BY  APPLICABLE  SECURITIES  LEGISLATION"

4.6     The  Purchaser and GlobalNetCare acknowledge that the Cor-Bit Shares and
the  Businessway  Shares  acquired  pursuant to the terms of this Agreement will
have such hold periods as are required under applicable securities laws and as a
result may not be sold, transferred or otherwise disposed, except pursuant to an
effective  registration statement under the 1933 Act or pursuant to an exemption
from,  or  in a transaction not subject to, the registration requirements of the
1933  Act  and  in each case only in accordance with applicable state securities
laws.

4.7     The  Purchaser  and  GlobalNetCare  acknowledge  that  neither  of  the
Companies  is a reporting issuer in any of the Provinces of Canada and therefore
resale  of  any  of  the  Cor-Bit Shares or the Businessway Shares is restricted
except  pursuant  to  an  exemption  from  applicable  securities  legislation.

4.8     It is understood and agreed that the certificates evidencing the Cor-Bit
Shares  and  the  Businessway  Shares  will  bear  the  following  legends:

"NONE  OF  THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT,  OR  ANY  U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED  OR  SOLD,  DIRECTLY  OR  INDIRECTLY,  IN  THE UNITED STATES (AS DEFINED
HEREIN)  OR  TO  U.S.  PERSONS  EXCEPT  IN  ACCORDANCE  WITH  THE  PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER  THE  1933  ACT,  OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH  CASE  ONLY  IN  ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS.  IN
ADDITION,  HEDGING  TRANSACTIONS  INVOLVING  THE SECURITIES MAY NOT BE CONDUCTED
UNLESS  IN  COMPLIANCE WITH THE 1933 ACT.  "UNITED STATES" AND "U.S. PERSON" ARE
AS  DEFINED  BY  REGULATION  S  UNDER  THE  1933  ACT."

5.     EXEMPTION  REQUIREMENTS

5.1     It  is  understood  and  agreed  by the parties hereto that, in order to
comply  with  section  51  of  the Securities Act (Quebec), any of the Preferred
Shares  to  be  exchanged  by  the  Vendors  into  the  Exchange Shares, will be
exchanged  in such number and such amounts so that the minimum value of any such
issuance  of  the  Exchange  Shares  will  be  CDN$150,000.

5.2     It  is  understood  and agreed by the parties hereto that, should any of
the  Vendors  be  unable  to comply with the requirements of Section 5.1 of this
Agreement,  GlobalNetCare  will  make reasonable efforts to obtain an order from
the  Quebec  Securities Commission exempting any such Vendor from the prospectus
requirements  of  the  Securities Act (Quebec) in regards to any Exchange Shares
issued  on  exchange  of  that  Vendor's  Preferred  Shares.

6.     ACKNOWLEDGEMENTS  OF  THE  VENDORS

6.1     Each  one  of  the  Vendors  acknowledges  and  agrees  that:

<PAGE>

(a)     none  of  the  Preferred  Shares,  Special Voting Shares or the Exchange
Shares  have  been  or will be registered under the 1933 Act, or under any state
securities  or "blue sky" laws of any state of the United States, and, unless so
registered,  may  not  be  offered  or sold in the United States or, directly or
indirectly,  to  U.S. Persons, as that term is defined in Regulation S under the
1933  Act  ("Regulation  S"),  except  in  accordance  with  the  provisions  of
Regulation  S,  pursuant  to  an effective registration statement under the 1933
Act,  or  pursuant to an exemption from, or in a transaction not subject to, the
registration  requirements  of  the  1933  Act;

(b)     neither  the  Purchaser nor GlobalNetCare have undertaken, and will have
no obligation, to register any of the Preferred Shares, Special Voting Shares or
the  Exchange  Shares  under  the  1933  Act;

(c)     the  Purchaser  and  GlobalNetCare  are  entitled  to  rely  on  the
acknowledgements,  agreements, representations and warranties and the statements
and  answers of the Vendors contained in this Agreement, and each of the Vendors
will  hold  harmless  the  Purchaser  and  GlobalNetCare from any loss or damage
either  one  may  suffer  as  a result of any such acknowledgements, agreements,
representations  and/or  warranties  made  by  that  Vendor  not  being true and
correct;

(d)     each  of  the  Vendors  has been advised to consult their own respective
legal,  tax  and  other  advisors  with  respect  to  the merits and risks of an
investment  in  the  Preferred  Shares,  Special  Voting Shares and the Exchange
Shares  and,  with  respect  to  applicable  resale  restrictions,  is  solely
responsible  (and  neither  the  Purchaser  or  GlobalNetCare  is  in  any  way
responsible)  for  compliance  with  applicable  resale  restrictions;

(e)     none  of  the  Preferred  Shares,  Special Voting Shares or the Exchange
Shares are listed on any stock exchange or automated dealer quotation system and
no representation has been made to the Vendors that any of the Preferred Shares,
Special  Voting  Shares  or  Exchange  Shares  will  become  listed on any stock
exchange  or  automated  dealer  quotation system, except that currently certain
market  makers make market in the common shares of GlobalNetCare on the National
Association  of  Securities  Dealers,  Inc.'s  Over-the-Counter  Bulletin Board;

(f)     each  of  the  Vendors  is  outside the United States when receiving and
executing  this  Agreement and is acquiring the Preferred Shares, Special Voting
Shares  or  Exchange  Shares  as principal for their own account, for investment
purposes  only,  and  not  with  a  view  to,  or  for,  resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or  indirect  beneficial interest in the Preferred Shares, Special Voting Shares
or  the  Exchange  Shares;

(g)     none  of  the  Preferred  Shares,  Special Voting Shares or the Exchange
Shares  may  be offered or sold to a U.S. Person (as defined in Regulation S) or
for  the  account

<PAGE>

or benefit of a US Person prior to the end of the Restricted Period (as  defined
herein);  and

(h)     neither the Securities and Exchange Commission (the "SEC") nor any other
securities  commission or similar regulatory authority has reviewed or passed on
the  merits  of  the  Preferred  Shares,  Special  Voting Shares or the Exchange
Shares.

7.     ACKNOWLEDGEMENTS  OF  THE  PURCHASER  AND  GLOBALNETCARE

7.1     Each  of  the  Purchaser and GlobalNetCare acknowledges and agrees that:

(a)     none  of  the Cor-Bit Shares or the Businessway Shares have been or will
be  registered  under  the 1933 Act, or under any state securities or "blue sky"
laws  of  any  state of the United States, and, unless so registered, may not be
offered  or  sold  in  the  United  States  or,  directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation
S"),  except  in  accordance with the provisions of Regulation S, pursuant to an
effective registration statement under the 1933 Act, or pursuant to an exemption
from,  or  in a transaction not subject to, the registration requirements of the
1933  Act;

(b)     neither  Cor-Bit  nor  Businessway  have  undertaken,  and  will have no
obligation,  to  register  any  of  the Cor-Bit Shares or the Businessway Shares
under  the  1933  Act;

(c)     the  Companies are entitled to rely on the acknowledgements, agreements,
representations  and  warranties and the statements and answers of the Purchaser
and GlobalNetCare contained in this Agreement, and each of GlobalNetCare and the
Purchaser  will  hold  harmless the Companies from any loss or damage either one
may suffer as a result of any such acknowledgements, agreements, representations
and/or  warranties  made  by the Purchaser or GlobalNetCare, as the case may be,
not  being  true  and  correct;

(d)     each  of  the  Purchaser  and GlobalNetCare have been advised to consult
their  own  respective  legal, tax and other advisors with respect to the merits
and risks of an investment in the Cor-Bit Shares and the Businessway Shares and,
with  respect  to  applicable  resale  restrictions,  is solely responsible (and
neither  of  the  Companies  is  in  any  way  responsible)  for compliance with
applicable  resale  restrictions;  and

(e)     neither  the  SEC  nor  any  other  securities  commission  or  similar
regulatory  authority has reviewed or passed on the merits of the Cor-Bit Shares
or  the  Businessway  Shares.

8.     WARRANTIES  AND  REPRESENTATIONS  OF  THE  VENDORS  AND  THE  COMPANIES

8.1     Each  of  the  Vendors, individually concerning their respective shares,
and the Companies, jointly and severally therewith, warrant and represent to the
Purchaser  and  GlobalNetCare  with  the  intent  that each of the Purchaser and
GlobalNetCare  will  rely  thereon  in  entering  into  this  Agreement  and  in
concluding  the  Share  Exchange  contemplated  herein,  that:

<PAGE>

<TABLE>
<CAPTION>

(a)     each  Vendor  is  the  sole registered holder and beneficial owner of such
number  of  common shares in the capital of Cor-Bit or Businessway, as applicable,
as  is  hereinafter  set  opposite  each  Vendor's  name;


                                                    NO. OF            NO. OF
NAME OF VENDOR                                  COR-BIT SHARES  BUSINESSWAY SHARES
----------------------------------------------  --------------  ------------------
<S>                                             <C>             <C>
Trastew Holdings Ltd.. . . . . . . . . . . . .                  3,820
2842-2053 Quebec Inc.. . . . . . . . . . . . .                  2,497
Michael Andreatos. . . . . . . . . . . . . . .                  3,056
Aggy Genoux. . . . . . . . . . . . . . . . . .                    863
Jean-Jacques Auger . . . . . . . . . . . . . .                    382
Rita Baghdassarian . . . . . . . . . . . . . .                  1,209
Francesco Cannella . . . . . . . . . . . . . .                  3,820
Marc Champagne . . . . . . . . . . . . . . . .                  3,820
Tak Lee Chang. . . . . . . . . . . . . . . . .                  1,727
Yung Hang Chang. . . . . . . . . . . . . . . .                  1,727
Jade Chan Chung. . . . . . . . . . . . . . . .                  1,727
Carmine Dizzazzo . . . . . . . . . . . . . . .                  1,727
Roger Doucet . . . . . . . . . . . . . . . . .                    509
Louis Fleischer. . . . . . . . . . . . . . . .                  2,521
George Garabedian. . . . . . . . . . . . . . .                  1,888
David Gottlieb . . . . . . . . . . . . . . . .                  2,292
Mike Halivelakis . . . . . . . . . . . . . . .                  1,783
Ren  Hamel . . . . . . . . . . . . . . . . . .                    382
Faris Heddo. . . . . . . . . . . . . . . . . .              1,439,113
Jan Hulak. . . . . . . . . . . . . . . . . . .                    863
Giacomo Indri. . . . . . . . . . . . . . . . .                    764
Karel Kro. . . . . . . . . . . . . . . . . . .                  1,788
Raynald Lavoie . . . . . . . . . . . . . . . .                  4,075
Robert Lawand. . . . . . . . . . . . . . . . .                 38,202
Hubet Levasseur. . . . . . . . . . . . . . . .                  2,590
Ehab Lotfi . . . . . . . . . . . . . . . . . .                  3,820
Antonio Martino. . . . . . . . . . . . . . . .                    382
Marie Marzoumanian . . . . . . . . . . . . . .                  1,770

<PAGE>

Harry Michalopoulos. . . . . . . . . . . . . .                  5,223
Nelly Moussa . . . . . . . . . . . . . . . . .                    509
Sante Nardozi. . . . . . . . . . . . . . . . .                  2,547
Antoine Nehme. . . . . . . . . . . . . . . . .                  3,820
George Nehme . . . . . . . . . . . . . . . . .                  3,820
Michael Nelson . . . . . . . . . . . . . . . .                  3,820
Anne Ponniah . . . . . . . . . . . . . . . . .                    863
Marie Reda . . . . . . . . . . . . . . . . . .                  2,292
Claude Robillard . . . . . . . . . . . . . . .                  1,146
Bedros Sarkissian. . . . . . . . . . . . . . .                  6,063
Denny Sarkissian . . . . . . . . . . . . . . .                    518
Dr. A.J. Scarlat . . . . . . . . . . . . . . .                    509
Liliane Scott. . . . . . . . . . . . . . . . .                  1,490
Wilbrood Scott . . . . . . . . . . . . . . . .                 20,017
Margaret Shaefer . . . . . . . . . . . . . . .                  1,727
Cyndy Taylor . . . . . . . . . . . . . . . . .                  7,640
Claudio Vendittelli. . . . . . . . . . . . . .                  4,584
Lian G. Zhang. . . . . . . . . . . . . . . . .                  2,032
FONDACTION CSN Pour La Coop ration et L'Emploi  458,424
Michele Scott. . . . . . . . . . . . . . . . .  1,000,000
</TABLE>

(b)     each  of  the Vendors' Cor-Bit Shares and the Businessway Shares, as the
case  may be, are free and clear of all liens, any actual, pending or threatened
hold  periods,  trading  restrictions,  lien charges, claims, options, set-offs,
encumbrances,  voting  agreements,  voting  trusts, escrow restrictions or other
limitations  or  restrictions  of  any  nature  whatsoever,  except as expressly
provided  for  or  disclosed  herein;

(c)     each  of  the  Vendors  does not have any interest, legal or beneficial,
direct  or  indirect,  in  any  shares  of,  or  the  assets or business of, the
Companies  other  than their  ownership  of  the  Cor-Bit Shares and Businessway
Shares, as the case may be;  and

(d)     each  of  the Vendors has the power and capacity and good and sufficient
right  and  authority  to  enter into this Agreement on the terms and conditions
herein  set  forth

<PAGE>

and will on the Closing Date have the right to transfer the legal and beneficial
title and ownership of the Cor-Bit Shares or Businessway Shares, as the case may
be,  to  the  Purchaser;

(e)     each  of  the  Vendors  has  had  adequate  opportunity  to  obtain from
representatives of the Purchaser and GlobalNetCare such information, in addition
to  the representations set forth in this Agreement, as is necessary to evaluate
the merits and risks of the Vendors' investment in the Preferred Shares, Special
Voting  Shares  and  the  Exchange Shares and each of the Vendors has sufficient
experience  in business, financial and investment matters to be able to evaluate
the  risks  involved  in the acquisition of the Preferred Shares, Special Voting
Shares and the Exchange Shares to be issued to the Vendors pursuant to the terms
of this Agreement and to make informed investment decisions with respect to such
investment;

(f)     none  of  the  Vendors  is  a  U.S.  Person;

(g)     none  of  the  Vendors is acquiring the Preferred Shares, Special Voting
Shares  or  the  Exchange  Shares  for  the  account  or benefit of, directly or
indirectly,  any  U.S.  Person;

(h)     each  of  the  Vendors  acknowledges,  understands  and  agrees that the
Special  Voting  Shares  will  only  be  issued  to the Majority Vendors and the
Fondaction and that as a result the Vendors, other than the Majority Vendors and
the  Fondaction,  will  not  have any voting or other rights to participation in
GlobalNetCare  until such time as each of the Vendors is issued Exchange Shares;

(i)     each  of  the  Vendors is acquiring the Preferred Shares, Special Voting
Shares  or the Exchange Shares for investment only and not with a view to resale
or  distribution  and,  in  particular,  each of the Vendors has no intention to
distribute  either  directly  or indirectly any of the Preferred Shares, Special
Voting  Shares  or  the Exchange Shares in the United States or to U.S. Persons;

(j)     each  of  the  Vendors  is  outside the United States when receiving and
executing  this  Agreement and is acquiring the Preferred Shares, Special Voting
Shares or the Exchange Shares as principal for their own account, for investment
purposes  only,  and  not  with  a  view  to,  or  for,  resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or  indirect beneficial interest in such Preferred Shares, Special Voting Shares
or  Exchange  Shares;

(k)     each  of  the  Vendors understands and agrees that none of the Preferred
Shares,  Special  Voting  Shares  or  the  Exchange  Shares  has been or will be
registered  under the 1933 Act, or under any state securities or "blue sky" laws
of any state of the United States, and, unless so registered, may not be offered
or  sold in the United States or, directly or indirectly, to U.S. Persons except
in  accordance  with  the  provisions  of Regulation S, pursuant to an effective
registration  statement under the 1933 Act, or pursuant to an exemption from, or
in  a  transaction not

<PAGE>

subject to, the registration requirements of the 1933 Act and in each case  only
in  accordance with applicable state securities laws;

(l)     each  of the Vendors understands and agrees that offers and sales of any
of:

(i)     the  Preferred  Shares  prior  to the expiration of a period of one year
after  the  date  of  original  issuance  of  the  Preferred  Shares,

(ii)     the  Special  Voting  Shares prior to the expiration of a period of one
year  after  the  date  of  original  issuance  of the Special Voting Shares, or

(iii)     the  Exchange  Shares  prior to the expiration of a period of one year
after  the  date  of  issuance  of  any  Exchange  Shares,

          (the  "Restricted  Period")

shall  only  be  made in compliance with the safe harbor provisions set forth in
Regulation  S,  pursuant  to  the  registration provisions of the 1933 Act or an
exemption  therefrom,  and that all offers and sales after the Restricted Period
shall  be  made  only in compliance with the registration provisions of the 1933
Act  or  an  exemption  therefrom  and  in  each  case  only  in accordance with
applicable  state  securities  laws;

(m)     each  of the Vendors understands and agrees not to engage in any hedging
transactions involving any of the Preferred Shares or the Exchange Shares unless
such  transactions  are  in  compliance  with  the  provisions  of the 1933 Act;

(n)     each of the Vendors understands and agrees that each of the Purchaser or
GlobalNetCare,  as  applicable,  will  refuse  to  register  any transfer of the
Preferred  Shares,  Special  Voting  Shares  or  the Exchange Shares not made in
accordance  with  the  provisions  of  Regulation  S,  pursuant  to an effective
registration  statement under the 1933 Act or pursuant to an available exemption
from  the  registration  requirements  of  the  1933  Act;

(o)     each  of  the Vendors acknowledges that such Vendor has not acquired the
Preferred  Shares,  Special Voting Shares or the Exchange Shares as a result of,
and will not themselves engage in, any "directed selling efforts" (as defined in
Regulation  S  under the 1933 Act) in the United States in respect of any of the
Preferred  Shares,  Special  Voting  Shares  or  the Exchange Shares which would
include  any  activities undertaken for the purpose of, or that could reasonably
be  expected to have the effect of, conditioning the market in the United States
for  the  resale  of  any  of the Preferred Shares, Special Voting Shares or the
Exchange  Shares;  provided  however,  that  each  of  the  Vendors  may sell or
otherwise  dispose  of any of the Preferred Shares, Special Voting Shares or the
Exchange  Shares  pursuant  to  registration  of  any  of  the Preferred Shares,
Special Voting Shares or  the  Exchange  Shares  pursuant  to  the  1933 Act and
any  applicable  state  securities  laws  or  under  an   exemption  from   such
registration requirements and as otherwise  provided  herein;

<PAGE>

(p)     if  any  of  the  Vendors are ordinarily resident in Quebec, each of the
Vendors  is  acquiring  the Preferred Shares and the Special Voting Shares under
the  exemption  from  prospectus  requirements of the Quebec Securities Act (the
"Quebec  Act")  and  accordingly  may  only  be  sold,  disposed  or  otherwise
transferred  pursuant to an exemption from prospectus requirements of the Quebec
Act  or  pursuant  to  any  other  applicable  securities  laws;

(q)     each of the Vendors acknowledges that such Vendor may only sell, dispose
or  otherwise  transfer  a  Preferred Share in conjunction with a Special Voting
Share, if applicable, and a Special Voting Share in conjunction with a Preferred
Share;

(r)     each  of  the  Vendors  is  not aware of any advertisement of any of the
Preferred  Shares,  Special  Voting  Shares  or  the  Exchange  Shares;  and

(s)     no  person  has  made  to  any  of  the  Vendors  any  written  or  oral
representations:

(i)     that  any  person will resell or repurchase any of the Preferred Shares,
Special  Voting  Shares  or  the  Exchange  Shares;

(ii)     that  any person will refund the purchase price of any of the Preferred
Shares,  Special  Voting  Shares  or  the  Exchange  Shares;

(iii)     as  to  the  future  price  or  value  of any of the Preferred Shares,
Special  Voting  Shares  or  the  Exchange  Shares;  or

(iv)     that  any  of  the  Preferred Shares, Special Voting Shares or Exchange
Shares  will be listed and posted for trading on any stock exchange or automated
dealer  quotation  system or that application has been made to list and post any
of  the  Preferred  Shares,  Special Voting Shares or the Exchange Shares of the
Purchaser  or  GlobalNetCare on any stock exchange or automated dealer quotation
system

8.2     Each  of  the  Majority Vendors and the Companies warrant and represent,
jointly  and  severally, to the Purchaser and GlobalNetCare with the intent that
each  of the Purchaser and GlobalNetCare will rely thereon in entering into this
Agreement  and  in  concluding  the  Share  Exchange  contemplated herein, that:

(a)     Cor-Bit is a corporation validly existing and in good standing under the
laws  of  the  Province  of  Quebec and has the power, authority and capacity to
enter  into  this  Agreement  and  to  carry  out  its  terms;

(b)     Businessway is a corporation validly existing and in good standing under
the  laws of the Province of Quebec and has the power, authority and capacity to
enter  into  this  Agreement  and  to  carry  out  its  terms;

(c)     the  authorized  capital  of  Cor-Bit consists of an unlimited number of
common  shares,  without  par  value, of which 1,458,424 common shares have been
validly  issued,  are  outstanding  and  are  fully  paid  and  non-assessable;

<PAGE>

(d)     the authorized capital of Businessway consists of an unlimited number of
common  shares,  without  par  value, of which 1,597,737 common shares have been
validly  issued,  are  outstanding  and  are  fully  paid  and  non-assessable;

(e)     the  Cor-Bit  Shares  represent 100% of the issued and outstanding share
capital  of  Cor-Bit;

(f)     the  Businessway  Shares  represent  100%  of the issued and outstanding
share  capital  of  Businessway;

(g)     the  execution  and delivery of this Agreement and the completion of the
transactions  contemplated  hereby  has  been duly and validly authorized by all
necessary  corporate  action on the part of each of Cor-Bit and Businessway, and
this  Agreement  constitutes  a  legal,  valid and binding obligation of each of
Cor-Bit  and  Businessway  enforceable  in  accordance  with its terms except as
limited  by  laws  of  general  application  affecting  the rights of creditors;

(h)     each  of  the  Majority  Vendors  does not have any specific information
relating  to  the  Companies  which is not generally known or which has not been
disclosed to the Purchaser and GlobalNetCare and which if known could reasonably
be expected to have a material adverse effect on the value of the Cor-Bit Shares
or  the  Businessway  Shares  or  on  either  of  the  Companies  as  a  whole;

(i)     neither  Cor-Bit, Businessway, nor any of the Majority Vendors have made
any  untrue  statement  to  the  Purchaser  or GlobalNetCare nor has any of them
failed  to  state  a  material  fact  that  is  required to be stated or that is
necessary  to  prevent  a  statement that is made from being materially false or
misleading  in  the  circumstances  in  which  it  was  made;

(j)     to  the  best  of  the Majority Vendor's knowledge, all of the assets of
Cor-Bit and Businessway are in good working order and contain no latent defects;

(k)     neither  Cor-Bit, Businessway, nor any of the Majority Vendors are aware
of  any  infringement  by  Cor-Bit  or  Businessway  of  any  registered patent,
trademark  or  copyright;

(l)     no  person  has any agreement, right, option or privilege, consensual or
arising  by  law,  present  or  future,  contingent  or  absolute, or capable of
becoming  an  agreement,  right  or  option:

(i)     to  require either of the Companies to issue any further or other shares
in  its capital or any other security convertible or exchangeable into shares in
its  capital  or to convert or exchange any securities into or for shares in the
capital  of  either  of  the  Companies,

(ii)     for the issue or allotment of any of the authorized but unissued shares
in  the  capital  of  either  of  the  Companies,

<PAGE>

(iii)     to  require  either  of the Companies to purchase, redeem or otherwise
acquire any of the issued and outstanding shares in the capital of either of the
Companies,

(iv)     to purchase or otherwise acquire any shares in the capital of either of
the  Companies,  or

(v)     which  is capable of becoming an agreement for the acquisition of any of
the  material  assets  of  either  of  the  Companies;

(m)     each  of  the  Companies  is  registered  to  carry  on  business in all
jurisdictions  in  which  it  currently  carries  on  business;

(n)     the  making  of  this  Agreement  and the completion of the transactions
contemplated  hereby and the performance of and compliance with the terms hereof
does  not  and  will  not:

(i)     conflict  with  or  result  in  a breach of or violate any of the terms,
conditions,  or  provisions  of  the  constating  documents  of  either  of  the
Companies,

(ii)     conflict  with  or  result  in a breach of or violate any of the terms,
conditions  or  provisions  of  any  law,  judgment,  order, injunction, decree,
regulation  or  ruling  of  any  court  or  governmental  authority, domestic or
foreign,  to which any of the Companies or the Vendors are subject or constitute
or  result in a default under any agreement, contract or commitment to which any
of  the  Companies  or  the  Vendors  are  a  party,

(iii)     subject  to  obtaining any necessary consents of applicable regulatory
authorities,  give  to  any  person  any  remedy,  cause  of  action,  right  of
termination,  cancellation  or acceleration in or with respect to any agreement,
contract,  or  commitment  to  which  either  of  the  Companies  is  a  party,

(iv)     give  to  any  government  or  governmental  authority,  including  any
governmental department, commission, bureau, board, or administrative agency any
right  of termination, cancellation, or suspension of, or constitute a breach of
or  result  in a default under any permit, license, control, or authority issued
to  any  of  the entities and which is necessary or desirable in connection with
the  conduct and operation of the business of each of the Companies as currently
conducted,  or

(v)     subject  to  obtaining  any  necessary consents of applicable regulatory
authorities,  constitute a default by either of the Companies or an event which,
with the giving of notice or lapse of time or both, might constitute an event of
default  or  non-observance  under  any  agreement, contract, indenture or other
instrument  relating  to any indebtedness of either of the Companies which would
give  any  person  the  right  to accelerate the

<PAGE>

maturity for the payment of any amount  payable  under that agreement, contract,
indenture, or other instrument;

(o)     the  financial  statements  of Cor-Bit for the year ending July 31, 1999
and  for  the  period  ending January 31, 2000 attached as Schedule "B-1" hereto
(the  "Cor-Bit  Financial Statements") were prepared in accordance with Canadian
generally  accepted  accounting  principles  applied  on a basis consistent with
prior  reporting  periods,  are  true  and correct in every material respect and
present fairly and accurately the financial condition and position of Cor-Bit as
at  the  date  thereof  and  the  results  of  the  operations  of  Cor-Bit;

(p)     the financial statements of Businessway for the year ending May 31, 1999
and  for  the  period  ending January 31, 2000 attached as Schedule "B-2" hereto
(the  "Businessway  Financial  Statements")  were  prepared  in  accordance with
Canadian  generally accepted accounting principles applied on a basis consistent
with prior reporting periods, are true and correct in every material respect and
present  fairly  and  accurately  the  financial  condition  and  position  of
Businessway  as  at  the  date  thereof  and  the  results  of the operations of
Businessway;

(q)     each  of  the  Companies  has  good  and  marketable title to all of its
respective  assets  as  listed in Schedules "F-1" and "F-2", and such assets are
free  and  clear  of  any  financial  encumbrances  not disclosed in the Cor-Bit
Financial  Statements  or  the Businessway Financial Statements, as the case may
be;

(r)     other  than  approvals  and filings required under applicable securities
laws,  no  authorization,  approval,  order,  license,  permit or consent of any
governmental  authority,  regulatory  body  or  court,  and  no  registration,
declaration  or  filing  by  any  of  the  Companies  with any such governmental
authority,  regulatory  body  or  court  is  required  in  order  for any of the
Companies  to  complete  the contemplated purchase and sale, to duly perform and
observe the terms and provisions of this Agreement, and to render this Agreement
legal,  valid,  binding  and  enforceable  in  accordance  with  its  terms;

(s)     there  is  no  basis  for  and  there  are no actions, suits, judgments,
investigations or proceedings outstanding or pending, or to the knowledge of the
Majority Vendors, threatened against or affecting either of the Companies at law
or  in  equity  or  before or by any court or federal, state, municipal or other
governmental  authority,  department,  commission,  board,  tribunal,  bureau or
agency;

(t)     neither  of  the  Companies  has guaranteed, or agreed to guarantee, any
indebtedness  or  other  obligation  of  any  person  except as described in the
Cor-Bit  Financial  Statements  or  the Businessway Financial Statements, as the
case  may  be;

(u)     the  corporate  records  of  each  of  the  Companies, as required to be
maintained  by  them  under  their  respective  statute  of  incorporation  and
constating  documents,  are  accurate,  complete  and up-to-date in all material
respects  and  all  material

<PAGE>

transactions  of  the  Companies  have  been  properly recorded in each of their
respective  books  or  filed  with  their  records;

(v)     each  of  the  Companies  holds  all  permits,  licenses,  consents  and
authorizations  issued  by  any  governmental  authority  which are necessary in
connection  with  the operation of their respective businesses and the ownership
of  their  respective  properties  and  assets;

(w)     each  of  the  Companies  has filed all necessary tax returns and in all
jurisdictions  required  to  be  filed  by  them,  all returns affecting workers
compensation  with the appropriate agency, incorporation capital tax returns, if
required, and any other material reports and information required to be filed by
either  of  the  Companies  with  any  governmental  authority;

(x)     each  of  the  Companies  has  paid  all income, sales and capital taxes
payable by them as when and due; each of the Companies has withheld and remitted
to  tax  collection authorities such taxes as are required by law to be withheld
and  remitted as and when due; each of the Companies has paid all instalments of
corporate taxes due and payable, and there is not presently outstanding nor does
either  of  the  Companies expect to receive any notice of reassessment from any
applicable  tax  collecting  authority;

(y)     neither  Company  has  declared  or  paid  any  dividends of any kind or
declared  or  made  any  other  distributions  of any kind whatsoever including,
without  limitation,  by  way  of  redemption,  repurchase  or  reduction of its
authorized  capital;

(z)     other  than  as  disclosed  in Schedules "D-1" and "D-2", neither of the
Companies  has  outstanding  any  material  contractual  obligations  whatsoever
relating  to  or  affecting  the  conduct  of  their  businesses or any of their
property  or  assets  or for the purchase, sale or leasing of any property other
than  those  contracts  entered into by either of the Companies in the course of
their  normal  and  ordinary  day  to  day  business;

(aa)     other  than  as  disclosed  in  Schedules  "D-1" and D-2", there are no
management  contracts  or consulting contracts to which the respective Companies
are parties or by which either is bound, and save and except as disclosed in the
Cor-Bit  Financial  Statements  or  the Businessway Financial Statements, as the
case may be, no amount is payable or has been agreed to be paid by either of the
Companies  to  any  person  as remuneration, pension, bonus, share of profits or
other  similar  benefit  and no director, officer or member, or former director,
officer  or member, of the Companies, nor any associate or affiliate of any such
person,  has  any  claim  of  any  nature against, or indebted to, either of the
Companies;

(bb)     there  has  been  no material adverse change in financial condition and
position  of  either  of the Companies and no damage, loss, destruction or other
change in circumstances materially affecting the business, property or assets of
either  of  the  Companies or their right or capacity to carry on business since
the  dates  of  the

<PAGE>

Cor-Bit  Financial  Statements  or  the  Businessway  Financial  Statements,  as
applicable;  and

(cc)     neither  of  the  Companies  has  waived  or  surrendered  any right of
substantial  value  and  has  not  made  any gift of money or of any property or
assets.

9.     WARRANTIES  AND  REPRESENTATIONS
       OF  THE  PURCHASER  AND  GLOBALNETCARE

9.1     The  Purchaser  and  GlobalNetCare  warrant  and  represent, jointly and
severally,  to  the  Vendors and the Companies, with the intent that the Vendors
and  the  Companies  will  rely  thereon  in entering into this Agreement and in
concluding  the  Share  Exchange  contemplated  herein,  that:

(a)     the  Purchaser  is a corporation duly incorporated, validly existing and
in  good  standing under the federal laws of Canada and has the power, authority
and  capacity  to  enter  into  this  Agreement  and  to  carry  out  its terms;

(b)     GlobalNetCare  is  a corporation duly incorporated, validly existing and
in  good  standing  under  the  laws of the State of Florida, and has the power,
authority  and capacity to enter into this Agreement and to carry out its terms;

(c)     the  authorized  capital  of  the  Purchaser  consists  of:

(i)     an  unlimited  number  of common shares, without par value, of which ten
(10)  common shares have been validly issued, are outstanding and are fully paid
and  non-assessable,  and

(ii)     an  unlimited  number  of Preferred Shares, without par value, of which
none  have  been  issued,

(d)     GlobalNetCare  is  the  sole  shareholder  of  all  of  the  issued  and
outstanding  shares  in  the  capital  of  the  Purchaser;

(e)     the  authorized  capital of GlobalNetCare consists of 100,000,000 common
shares,  without par value, of which 16,283,127 shares have been validly issued,
are  outstanding  and  are  fully  paid  and  non-assessable as of May 26, 2000;

(f)     the  execution  and delivery of this Agreement and the completion of the
transactions  contemplated  hereby  has  been duly and validly authorized by all
necessary  corporate  action  on  the  part  of  each  of  the  Purchaser  and
GlobalNetCare,  and  this  Agreement  constitutes  a  legal,  valid  and binding
obligation  of each of the Purchaser and GlobalNetCare enforceable in accordance
with  its  terms  except as limited by laws of general application affecting the
rights  of  creditors;

(g)     no  consent,  approval,  order  or  authorization  of,  or registration,
declaration  or  filing  with, any governmental authority is required by or with
respect  to  the

<PAGE>

Purchaser in connection with the execution and delivery of this Agreement by the
Purchaser  or the consummation by the Purchaser of the transactions contemplated
hereby;

(h)     no  consent,  approval,  order  or  authorization  of,  or registration,
declaration  or  filing  with, any governmental authority is required by or with
respect  to  GlobalNetCare in connection with the execution and delivery of this
Agreement  by  GlobalNetCare  or  the  consummation  by  GlobalNetCare  of  the
transactions  contemplated  hereby, except for such consents, approvals, orders,
authorizations, registrations, declarations, qualifications or filings as may be
required  by the National Association of Securities Dealers and under applicable
federal  and state securities laws in connection with the transactions set forth
herein;

(i)     other  than  set  out  on Schedule "I-1" hereto, there is no litigation,
proceeding  or  governmental  investigation  in progress, pending, threatened or
contemplated against or relating to the Purchaser or GlobalNetCare, the business
of  the  Purchaser,  GlobalNetCare,  or  the  transactions  contemplated by this
Agreement;

(j)     the  Preferred Shares to be issued to the Vendors hereunder, the Special
Voting Shares if applicable, and the Exchange Shares to be issued on exchange of
the  Preferred  Shares,  will,  when  issued,  be validly issued, fully paid and
non-assessable;

(k)     there  are  no orders ceasing or suspending trading in the securities of
GlobalNetCare and, to the best of the knowledge of GlobalNetCare, no proceedings
for  this  purpose  have  been  instituted  or  are  pending,  contemplated  or
threatened;

(l)     on  the  Closing Date, GlobalNetCare shall have no financial liabilities
or  outstanding  indebtedness,  except  as  is  disclosed  on  the GlobalNetCare
Financial  Statements  (as  defined  herein);

(m)     neither  the  Purchaser  nor  GlobalNetCare has any specific information
relating to GlobalNetCare or the Purchaser which is not generally known or which
has  not been disclosed to the Companies or the Vendors and which if known could
reasonably  be  expected  to  have a material adverse effect on the value of the
Exchange  Shares  or  Preferred Shares or on GlobalNetCare or the Purchaser as a
whole;

(n)     neither  GlobalNetCare  nor the Purchaser have made any untrue statement
to  the  Companies or the Vendors nor has any of them failed to state a material
fact  that  is required to be stated or that is necessary to prevent a statement
that  is  made from being materially false or misleading in the circumstances in
which  it  was  made;

(o)     neither GlobalNetCare nor the Purchaser are aware of any infringement by
GlobalNetCare or the Purchaser of any registered patent, trademark or copyright;

<PAGE>

(p)     each  of the Purchaser and GlobalNetCare has had adequate opportunity to
obtain  from  representatives  of the Companies such information, in addition to
the representations set forth in this Agreement, as is necessary to evaluate the
merits  and  risks  of  an  investment in the Cor-Bit Shares and the Businessway
Shares  and each of the Purchaser and GlobalNetCare has sufficient experience in
business,  financial  and  investment  matters  to be able to evaluate the risks
involved  in the acquisition of the Cor-Bit Shares and the Businessway Shares to
be  issued  to the Purchaser pursuant to the terms of this Agreement and to make
informed  investment  decisions  with  respect  to  such  investment;

(q)     other  than as set forth on Schedule "K-1", no person has any agreement,
right,  option  or  privilege,  consensual or arising by law, present or future,
contingent  or  absolute,  or capable of becoming an agreement, right or option:

(i)     to  require GlobalNetCare or the Purchaser to issue any further or other
shares  in either of its respective capital or any other security convertible or
exchangeable  into  shares  in either of its respective capital or to convert or
exchange  any securities into or for shares in either of its respective capital,

(ii)     for the issue or allotment of any of the authorized but unissued shares
in  the  capital  of  GlobalNetCare  or  the  Purchaser,

(iii)     to  require  GlobalNetCare  or  the  Purchaser  to purchase, redeem or
otherwise acquire any of the issued and outstanding shares in either the capital
of  GlobalNetCare  or  the  Purchaser,

(iv)     to  purchase  or  otherwise acquire any shares in the capital of either
GlobalNetCare  or  the  Purchaser,  or

(v)     which  is capable of becoming an agreement for the acquisition of any of
the  material  assets  of  either  GlobalNetCare  or  the  Purchaser;

(r)     each  of  the  Purchaser  and  GlobalNetCare  is  registered to carry on
business  in  all  jurisdictions  in  which  it  currently  carries on business;

(s)     the  making  of  this  Agreement  and the completion of the transactions
contemplated  hereby and the performance of and compliance with the terms hereof
does  not  and  will  not:

(i)     conflict  with  or  result  in  a breach of or violate any of the terms,
conditions, or provisions of the constating documents of either GlobalNetCare or
the  Purchaser,

(ii)     conflict  with  or  result  in a breach of or violate any of the terms,
conditions  or  provisions  of  any  law,  judgment,  order, injunction, decree,
regulation  or  ruling  of  any  court  or  governmental  authority, domestic or
foreign,  to  which  any  of  GlobalNetCare  or  the  Purchaser  are  subject or
constitute  or

<PAGE>

result  in a default under any agreement, contract or commitment to which any of
GlobalNetCare  or  the  Purchaser  are  a  party,

(iii)     subject  to  obtaining any necessary consents of applicable regulatory
authorities,  give  to  any  person  any  remedy,  cause  of  action,  right  of
termination,  cancellation  or acceleration in or with respect to any agreement,
contract, or commitment to which GlobalNetCare or the Purchaser, as the case may
be,  is  a  party,

(iv)     give  to  any  government  or  governmental  authority,  including  any
governmental department, commission, bureau, board, or administrative agency any
right  of termination, cancellation, or suspension of, or constitute a breach of
or  result  in a default under any permit, license, control, or authority issued
to  any  of  the entities and which is necessary or desirable in connection with
the  conduct  and  operation  of  the  business  of  each  of  the  Purchaser or
GlobalNetCare  as  currently  conducted,  or

(v)     subject  to  obtaining  any  necessary consents of applicable regulatory
authorities,  constitute a default by GlobalNetCare or the Purchaser or an event
which,  with  the giving of notice or lapse of time or both, might constitute an
event  of  default or non-observance under any agreement, contract, indenture or
other  instrument relating to any indebtedness of GlobalNetCare or the Purchaser
which would give any person the right to accelerate the maturity for the payment
of  any  amount  payable  under  that  agreement,  contract, indenture, or other
instrument;

(t)     the  financial  statements of GlobalNetCare for the year ending December
31,  1999  and  for  the period ending March 31, 2000 attached as Schedule "G-2"
hereto  (the  "GlobalNetCare  Financial Statements") were prepared in accordance
with  United  States generally accepted accounting principles applied on a basis
consistent  with prior reporting periods, are true and correct in every material
respect  and  present fairly and accurately the financial condition and position
of  GlobalNetCare  as  at  the date thereof and the results of the operations of
GlobalNetCare;

(u)     GlobalNetCare  has  good  and  marketable title to all of its respective
assets  as  listed in Schedules "H-1", and such assets are free and clear of any
financial  encumbrances  not  disclosed  in  the  financial  statements  of
GlobalNetCare;

(v)     GlobalNetCare  has  not  guaranteed,  or  agreed  to  guarantee,  any
indebtedness  or  other  obligation  of  any  person  except as described in the
GlobalNetCare  Financial  Statements;

(w)     the  Purchaser  has  not  guaranteed,  or  agreed  to  guarantee,  any
indebtedness  or  other  obligation  of  any  person;

(x)     the corporate records of GlobalNetCare and the Purchaser, as required to
be maintained by it under its respective statute of incorporation and constating
documents,  are  accurate,  complete and up-to-date in all material respects and
all

<PAGE>

material  transactions of GlobalNetCare and the Purchaser have been promptly and
properly  recorded  in  each  of  its  books  or  filed  with  its  records;

(y)     each  of  the  Purchaser  and GlobalNetCare holds all permits, licenses,
consents  and  authorizations  issued  by  any  governmental authority which are
necessary  in  connection  with  the  operation  of each of its business and the
ownership  of  each  of  its  assets;

(z)     each  of  the  Purchaser  and  GlobalNetCare has filed all necessary tax
returns  and  in  all  jurisdictions  required  to  be  filed by it, all returns
affecting  workers  compensation  with  the  appropriate  agency,  incorporation
capital tax returns, if required, and any other material reports and information
required  to  be  filed  by GlobalNetCare or the Purchaser with any governmental
authority;

(aa)     each  of the Purchaser and GlobalNetCare has paid all income, sales and
capital  taxes  payable by either of them as when and due; each of the Purchaser
and  GlobalNetCare  has withheld and remitted to tax collection authorities such
taxes  as  are required by law to be withheld and remitted as and when due; each
of  the  Purchaser and GlobalNetCare has paid all instalments of corporate taxes
due  and  payable, and there is not presently outstanding nor does GlobalNetCare
or  the  Purchaser  expect  to  receive  any  notice  of  reassessment  from any
applicable  tax  collecting  authority;

(bb)     other  than  as  disclosed  in  Schedule  "J-1",  GlobalNetCare  has no
outstanding material contractual obligations whatsoever relating to or affecting
the  conduct of its businesses or any of its assets or for the purchase, sale or
leasing  of  any assets other than those contracts entered into by GlobalNetCare
in  the  course  of  its  normal  and  ordinary  day  to  day  business;

(cc)     other  than  as  disclosed  in  Schedule  "J-1" there are no management
contracts  or consulting contracts to which GlobalNetCare is a party or by which
it  is  bound,  and  save and except as disclosed in the GlobalNetCare Financial
Statements,  no amount is payable or has been agreed to be paid by GlobalNetCare
to any person as remuneration, pension, bonus, share of profits or other similar
benefit  and  no  director,  officer  or  member, or former director, officer or
member, of GlobalNetCare, nor any associate or affiliate of any such person, has
any  claim  of  any  nature  against,  or  indebted  to,  GlobalNetCare;

(dd)     other  than  as  disclosed  in  Schedule  "J-1",  the  Purchaser has no
outstanding material contractual obligations whatsoever relating to or affecting
the  conduct of its businesses or any of its assets or for the purchase, sale or
leasing  of  any assets other than those contracts entered into by the Purchaser
in  the  course  of  its  normal  and  ordinary  day  to  day  business;

(ee)     other  than  as  disclosed  in  Schedule  "J-1" there are no management
contracts  or consulting contracts to which the Purchaser is a party or by which
it  is  bound,  and  save  and  except as disclosed in the Purchaser's Financial
Statements,  no  amount

<PAGE>

is  payable  or  has  been  agreed  to be paid by the Purchaser to any person as
remuneration,  pension,  bonus, share of profits or other similar benefit and no
director,  officer  or  member,  or  former  director, officer or member, of the
Purchaser,  nor  any associate or affiliate of any such person, has any claim of
any  nature  against,  or  indebted  to,  the  Purchaser;

(ff)     there  has  been  no material adverse change in financial condition and
position  of  GlobalNetCare  and no damage, loss, destruction or other change in
circumstances  materially  affecting  the  business,  property  or  assets  of
GlobalNetCare  or  its right or capacity to carry on business since the dates of
the  GlobalNetCare  Financial  Statements;

(gg)     GlobalNetCare  has  not  waived or surrendered any right of substantial
value  and  has  not  made  any  gift  of  money  or  of any property or assets;

(hh)     each  of  the  Purchaser  and GlobalNetCare understands and agrees that
none  of  the  Cor-Bit  Shares  or  the  Businessway Shares have been or will be
registered  under the 1933 Act, or under any state securities or "blue sky" laws
of any state of the United States, and, unless so registered, may not be offered
or  sold  in  the  United  States,  or, directly or indirectly, to U.S. Persons,
pursuant  to an effective registration statement under the 1933 Act, or pursuant
to  an  exemption  from,  or  in  a transaction not subject to, the registration
requirements of the 1933 Act and in each case only in accordance with applicable
state  securities  laws;

(ii)     each  of  the  Purchaser and GlobalNetCare acknowledges that it has not
acquired  the  Cor-Bit Shares or the Businessway Shares as a result of, and will
not  themselves  engage  in,  any  "directed  selling  efforts"  (as  defined in
Regulation  S  under the 1933 Act) in the United States in respect of any of the
Cor-Bit  Shares  or  the  Businessway  Shares which would include any activities
undertaken  for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of any of
the  Cor-Bit  Shares  or  the  Businessway  Shares;  and

(jj)     each  of  the  Purchaser  and GlobalNetCare understands and agrees that
offers and sales of any of the Cor-Bit Shares or the Businessway Shares prior to
the  expiration  of  a period of one year after the date of issuance of any such
shares  shall  only  be  made in compliance with the safe harbour provisions set
forth  in  Regulation S, pursuant to the registration provisions of the 1933 Act
or  an  exemption  therefrom,  and that all offers and sales after such one year
period  shall be made only in compliance with the registration provisions of the
1933  Act  or  an  exemption  therefrom and in each case only in accordance with
applicable  state  securities  laws.

10.     COVENANTS

10.1     Between  the execution date and the Closing Date, the Majority Vendors:

<PAGE>

(a)     will  cause  the Companies to afford to the Purchaser, GlobalNetCare and
their  respective authorized representatives access during normal business hours
to  all  properties, books, contracts, commitments, records of the Companies and
furnish  such  copies  (certified if requested) thereof and other information as
such  parties may reasonably request, and to permit the Purchaser, GlobalNetCare
and  their respective authorized representatives to make such audit of the books
of account of the Companies as the Purchaser or GlobalNetCare may reasonably see
fit;

(b)     will  diligently  take  all  reasonable  steps  to  obtain, prior to the
Closing  Date,  all consents and approvals required to complete the transactions
contemplated  herein in accordance with the terms and conditions hereof and give
such  assurances as may be required in the reasonable opinion of the Purchaser's
and  GlobalNetCare's  counsel  for  more  perfectly consummating the transaction
contemplated  hereby  and  referenced  herein;

(c)     will  cause  the  Companies  to  conduct  their  business  and  affairs
diligently and only in the ordinary course, and preserve and maintain the assets
and  goodwill  of  the  Companies;

(d)     will not sell or otherwise in any way alienate or dispose of or encumber
any  of  the  Companies'  assets;

(e)     will cause the Companies to maintain insurance coverage of the scope and
in  the  amounts  presently  held;  and

(f)     will  not  permit  the Companies to make or agree to make any payment to
any director, officer, employee or agent of the Companies except in the ordinary
course  of  business  and at the regular rates of salary and commission for such
person  or  as  reasonable reimbursement for expenses incurred by such person in
connection  with  the  Companies.

10.2     Between  the  execution  date  and  the Closing Date, the Purchaser and
GlobalNetCare  shall:

(a)     cause  to be reserved for issuance that number of shares of common stock
of  GlobalNetCare  as are equal in number to the Preferred Shares, and take such
steps  as  shall  be necessary to increase its authorized shares of common stock
(the  "Authorized  Common Share Capital") so as to allow for the issuance of the
Exchange  Shares;  and

(b)     take  all such steps as soon as practicable to create the Special Voting
Shares,  being  a  class of shares in the capital of GlobalNetCare having voting
rights  and  no  other  rights and restrictions and to cause to be issued to the
Vendors  that  number  of  Special  Voting  Shares as are equal to the number of
Preferred  Shares.

<PAGE>

11.     NON-MERGER

11.1     Except  as  otherwise  provided  in  Section 11 of this Agreement.  The
representations,  warranties,  covenants and agreements of Cor-Bit, Businessway,
the Majority Vendors and the Vendors contained herein and those contained in the
documents  and  instruments  delivered pursuant hereto will be true at and as of
the Closing Date as though made at the Closing Date and will survive the Closing
Date  for  a period ending 24 months after Closing Date, and notwithstanding the
completion  of the transactions herein contemplated, the waiver of any condition
contained  herein  (unless  such  waiver  expressly  releases  each  of Cor-Bit,
Businessway,  the  Majority  Vendors  and  the  Vendors  of such representation,
warranty,  covenant  or  agreement),  or  any  investigation by the Purchaser or
GlobalNetCare,  the  same will remain in full force and effect for the said same
24  month  period  after  the  Closing  Date.  The  representations, warranties,
covenants  and  agreements of Cor-Bit, Businessway, the Majority Vendors and the
Vendors  contained  herein  related to financial and tax matters will be true at
and  as  of the Closing Date as though made at the Closing Date and will survive
the  Closing  Date  for  a  period  of  five  years  after  the  Closing  Date.

11.2     The  representations,  warranties,  covenants  and  agreements  of  the
Purchaser  and  GlobalNetCare  contained  herein  and  those  contained  in  the
documents  and  instruments  delivered pursuant hereto will be true at and as of
the Closing Date as though made at the Closing Date and will survive the Closing
Date  for  a period ending 24 months after the Closing Date, and notwithstanding
the  completion  of  the  transactions  herein  contemplated,  the waiver of any
condition  contained  herein  (unless such waiver expressly releases each of the
Purchaser  and  GlobalNetCare  of  such  representation,  warranty,  covenant or
agreement),  or  any investigation by the Companies or the Majority Vendors, the
same  will  remain  in  full  force and effect for the said same 24 month period
after  the  Closing  Date.  The  representations,  warranties,  covenants  and
agreements  of  the  Purchaser  and  GlobalNetCare  contained  herein related to
financial  and  tax matters will be true at and as of the Closing Date as though
made  at the Closing Date and will survive the Closing Date for a period of five
years  after  the  Closing  Date.

12.     CONFIDENTIALITY

12.1     Each  party agrees that all information provided to it by another party
(collectively  "Confidential  Information") shall be held in complete confidence
by  it  and by its advisors and representatives and shall not, without the prior
written  consent of that other party, be disclosed to any other person, nor used
for any other purpose, other than in connection with the evaluation, negotiation
and  finalization  of  the transactions contemplated herein.  However, a party's
obligation  does  not  apply  to  Confidential  Information:

(a)     which  is  generally  available  to third parties (unless available as a
result  of  a  breach  of  this  Agreement);

(b)     which  is  lawfully  in  the  possession  of  a  party and which was not
acquired  directly  or  indirectly  from  another  party;  or

(c)     the  disclosure  of  which  is  required by any applicable law or by any
supervisory  or  regulatory  body  to  whose  rules  a  party  is  subject.

<PAGE>

13.     CONDITIONS  PRECEDENT

13.1     The  obligations  of  the Purchaser and GlobalNetCare to consummate the
transactions  herein  contemplated  are subject to the fulfilment of each of the
following  conditions  at  the  times  stipulated:

(a)     this  Agreement  and  the  purchase  of  the  Cor-Bit  Shares  and  the
Businessway  Shares  has  been  approved  by  the  board of directors of each of
Cor-Bit  and  Businessway  on  or  before  the  Closing  Date;

(b)     the  acknowledgements,  representations  and  warranties of the Majority
Vendors,  the  Vendors,  Cor-Bit  and  Businessway contained herein are true and
correct  in  all  respects  at  and  as  of the Closing Date except as may be in
writing  disclosed  to  and approved by each of the Purchaser and GlobalNetCare;

(c)     all  covenants,  agreements and obligations hereunder on the part of the
Vendors, Cor-Bit and Businessway to be performed or complied with at or prior to
the  Closing  Date, including the Majority Vendors', the Vendors', Cor-Bit's and
Businessway's  obligations  to  deliver  the  documents  and  instruments herein
provided  for,  have  been performed and complied with at and as of the Closing;

(d)     between  the  date  hereof and the Closing Date, the Companies shall not
have  experienced  any event, circumstance or condition or have taken any action
or  become  subject  to  any  action  of  any  character adversely affecting the
Companies, materially reducing the value of the Companies or materially reducing
the  value  of  either  the  Cor-Bit  Shares  or  the  Businessway  Shares;

(e)     on  or  before the Closing Date, no federal, state, provincial, regional
or  municipal  government  of  any  country  applicable to the Companies and its
business  or  any  agency  thereof  will have enacted any statute or regulation,
announced  any  policy  or  taken  any action that will materially and adversely
affect  the  Companies;

(f)     on  or  before  the  Closing  Date,  counsel  for  the  Purchaser  and
GlobalNetCare  shall  have  performed  a  due diligence review of the respective
Companies  and  their  affairs,  and  the  Purchaser  and GlobalNetCare shall be
satisfied  in  its  sole  discretion as to the operations of the Companies after
completion  of  its  due  diligence  investigation  thereof;

(g)     the  Companies  shall  have  completed  financing  by  way  of a private
placement  pursuant  to  which a minimum of CDN$1,000,000 will have been raised;
and

(h)     no  action,  suit or proceeding concerning the Companies will be pending
or  threatened  by or before any court of competent jurisdiction or governmental
entity  wherein  an  unfavourable  judgment,  order,  decree,  stipulation  or
injunction  would  affect  materially  and  adversely the Companies, and no such
judgment,  order,  decree  stipulation  or  injunction  will  be  in  effect.

<PAGE>

13.2     The  conditions set forth in Section 13.1 are for the exclusive benefit
of  the  Purchaser  and  GlobalNetCare  and  may  be waived by the Purchaser and
GlobalNetCare  in  writing  in  whole  or  in  part  at  any  time.

13.3     The  obligations  of  the  Vendors  and the Companies to consummate the
transactions  herein  contemplated  are subject to the fulfilment of each of the
following  conditions  at  the  times  stipulated:

(a)     this Agreement and the sale of the Preferred Shares, the Exchange Shares
and  the  Special  Voting  Shares  have  been  approved by each of the boards of
directors  of  the  Purchaser  or  GlobalNetCare  on or before the Closing Date;

(b)     GlobalNetCare shall have amended its articles to increase the Authorized
Common  Share  Capital  and  create  for  issuance the Special Voting Shares, in
accordance  with the provisions of Florida law governing corporations in respect
of  shareholder  consent  and in accordance with notice and filing provisions of
applicable  securities  laws;

(c)     the  representations  and  warranties of the Purchaser and GlobalNetCare
contained  herein are true and correct in all material respects at and as of the
Closing  Date  except  as  may  be  in  writing disclosed to and approved by the
Majority  Vendors,  the  Fondaction,  Cor-Bit  and  Businessway;

(d)     all  covenants,  agreements and obligations hereunder on the part of the
Purchaser  and GlobalNetCare to be performed or complied with at or prior to the
Closing  Date,  including  in  particular  the  Purchaser's  and GlobalNetCare's
obligations  to  deliver the documents and instruments herein provided for, have
been  performed  and  complied  with  as  at  the  Closing  Date;

(e)     between  the  date  hereof  and  the Closing Date, the Purchaser has not
experienced  any  event,  circumstance  or  condition or has taken any action or
become subject to any action of any character adversely affecting the Purchaser,
materially reducing the value of the Purchaser, or materially reducing the value
of  the  Preferred  Shares;

(f)     between  December  31,  1999 and the Closing Date, GlobalNetCare has not
experienced  any  event,  circumstance  or  condition or has taken any action or
become subject to any action of any character adversely affecting GlobalNetCare,
materially reducing the value of GlobalNetCare, or materially reducing the value
of  the  Exchange  Shares;

(g)     on  or  before  the Closing Date, counsel for the Majority Vendors', and
the  Companies  shall have performed a due diligence review of the Purchaser and
GlobalNetCare,  and  the  Vendors  and the Companies shall be satisfied in their
sole discretion as to the state of the business assets and the operations of the
Purchaser  after  completion  of  their due diligence investigation thereof; and

<PAGE>

(h)     on or before 12:00 p.m. local Montreal time on July 4, 2000, counsel for
the  Fondaction  shall  have  performed  a review of this Agreement and shall be
satisfied  as  to  the  terms of this Agreement after completion of their review
thereof.

13.4     The  conditions set forth in Section 13.3 are for the exclusive benefit
of  the  Vendors  and  the  Companies  and  may be waived by the Vendors and the
Companies  in  whole  or  in  part  at  any  time.

13.5     The  respective  obligations  of  each  party  to  this  Agreement  to
consummate  the  transactions  herein  contemplated are subject to all consents,
approvals,  authorizations,  waivers  and  orders of any regulatory authorities,
shareholders  or  third  parties  required  or  necessary  or  desirable for the
completion  of  the  transactions  contemplated  herein  having been obtained or
received  by the Companies, the Vendors, the Majority Vendors, the Purchaser and
GlobalNetCare.

13.6     GlobalNetCare  hereby  undertakes  to  issue  the  Exchange  Shares  as
retraction  or  redemption of the Preferred Shares occurs in accordance with the
Call  Option  Agreement.

14.     PRE-CLOSING  MATTERS

14.1     The  Purchaser  acknowledges  that Businessway will transfer certain of
its  assets  of Businessway prior to Closing Date, and the assets of Businessway
as  of  the Closing Date will consist of the assets set forth on Schedule "C-2".

14.2     GlobalNetCare  shall  have  amended  its  articles  to  increase  the
Authorized  Common  Share  Capital  and  create  for issuance the Special Voting
Shares,  in accordance with the provisions of Florida law governing corporations
in  respect  of  shareholder  consent  and  in accordance with notice and filing
provisions  of  applicable  securities  laws.

14.3     The  Companies  shall  have  completed  financing arrangements with the
Fondaction  relating  to  an  investment  by  the  Fondaction  in  Cor-Bit.

15.     TRANSACTIONS  OF  THE  VENDORS  AT  THE  CLOSING

15.1     At  the  Closing,  the  Vendors, the Majority Vendors and the Companies
will  execute  and  deliver or cause to be executed and delivered all documents,
instruments,  resolutions and share certificates as are necessary to effectively
transfer  and  assign  the  Cor-Bit  Shares  and  the  Businessway Shares to the
Purchaser,  free  and  clear  of  all  liens,  including  the  following:

(a)     certified  copies  of  resolutions  of  the  directors  of the Companies
authorizing  the  exchange  of  the  Cor-Bit  Shares and the Businessway Shares;

(b)     executed  copies  of  this  Agreement;

(c)     share  certificates  representing the Cor-Bit Shares and the Businessway
Shares  in  the  name  of  the  Vendors  duly  endorsed  for  transfer;

<PAGE>

(d)     all  corporate  records and books of account of the Companies including,
minute  books, share register books, share certificate books and annual reports;

(e)     the  corporate  seals  of  the  Companies  if  any;

(f)     releases,  in  form  and  substance  satisfactory  to  the Purchaser and
GlobalNetCare,  acting reasonably, executed by the Majority Vendors in favour of
the Companies releasing the Companies from any and all manner of actions, causes
of  action,  suits,  proceedings,  debts,  dues,  profits,  expenses, contracts,
damages, claims, demands and liabilities whatsoever, in law or equity, which the
Majority  Vendors ever had, now has, or may have against either of the Companies
for  or by reason of any matter, cause or thing whatsoever done or omitted to be
done  by  the  Majority  Vendors up to the Closing Date other than in respect of
obligations  of  the  Companies  to  the Majority Vendors arising in respect of:

(i)     earned  but  unpaid  salary and unpaid benefits for the then current pay
period,  and

(ii)     any obligations pursuant to indemnities granted to the Majority Vendors
by the Companies in connection with acts as a director of the Companies provided
that  such  indemnities  shall  be ineffective in respect of any act or omission
which  would  constitute a default or breach pursuant to this Agreement or which
render  any  representation  or  warranty  given hereunder untrue or inaccurate;

(g)     a  closing  warranty  and  certificate from the Majority Vendors and the
Companies  confirming  that  the  conditions to be satisfied by the Vendors, the
Majority  Vendors and the Companies, unless waived, set out in Section 13.3 have
been  satisfied  at the Closing Date and that all representations and warranties
of  the  Majority  Vendors,  the  Vendors  and  the  Companies contained in this
Agreement  are  true  at  and  as  of  the  Closing  Date;

(h)     an  opinion  of  the  Majority  Vendors'  and  the Companies' solicitors
addressed  to the Purchaser and GlobalNetCare and their respective solicitors in
a  form  reasonably  satisfactory  to  such  solicitors  to  the  effect  that:

(i)     each  of  the  Companies  has  been  duly  incorporated  and are validly
existing  as  corporations  in  good standing under the laws of their respective
jurisdictions  of  incorporation,

(ii)     the  authorized  and  issued  share  capital  of  the  Companies are as
represented  and  warranted  in  this  Agreement,

(iii)     such  counsel  is  not  aware  of  any  litigation,  proceedings  or
investigations  pending  or  threatened  against  either  of  the  Companies not
disclosed  in  this  Agreement,  and

<PAGE>

(iv)     all  necessary  approvals from the Companies have been obtained and are
in  full force and effect with respect to the transfer of the Cor-Bit Shares and
the  Businessway  Shares  to  the  Purchaser  as  contemplated  herein;

(i)     a  Call  Option  Agreement  in the form attached as Schedule "C" hereto,
duly  executed  by  the  Vendors;  and

(j)     all  such  other  documents  and  instruments  as  the  Purchaser's  and
GlobalNetCare's  solicitors  may  reasonably  require.

16.     TRANSACTIONS  OF  THE  PURCHASER  AND  GLOBALNETCARE  AT  THE  CLOSING

16.1     The Purchaser and GlobalNetCare will deliver the following on or before
the  Closing  Date:

(a)     certificates  representing  the Preferred Shares registered in the names
of  the  Vendors;

(b)     certificates  representing  the  Special Voting Shares registered in the
names  of  the  Vendors;

(c)     executed  copies  of  this  Agreement;

(d)     a  Closing Warranty and Certificate from the Purchaser and GlobalNetCare
confirming  that  the  conditions  to  be  satisfied  by  the  Purchaser  and
GlobalNetCare, unless waived, set out in Section 13.1 have been satisfied at the
Closing  and  that  all  representations  and  warranties  of  the Purchaser and
GlobalNetCare  contained  in  this  Agreement  are true at and as of the Closing
Date;

(e)     an  opinion  of the Purchaser's and GlobalNetCare's solicitors addressed
to  the  Majority  Vendors,  the  Fondaction,  Cor-Bit and Businessway and their
respective  solicitors  in  a form reasonably satisfactory to such solicitors to
the  effect  that:

(i)     each  of  the Purchaser and GlobalNetCare has been duly incorporated and
are  validly  existing  as corporations in good standing under the laws of their
respective  jurisdictions  of  incorporation;

(ii)     the  authorized  and  issued share capital of each of the Purchaser and
GlobalNetCare  is  as  represented  and  warranted  in  this  Agreement;

(iii)     such  counsel  is  not  aware  of  any  litigation,  proceedings  or
investigations  pending  or  threatened  against  either  the  Purchaser  or
GlobalNetCare  not  disclosed  in  this  Agreement;  and

(iv)     all  necessary  approvals  from each of the Purchaser and GlobalNetCare
has  been  obtained  and  are  in  full  force  and  effect  with respect to the
allotment,

<PAGE>

creation  and  issuance  of  the  Preferred  Shares, the Exchange Shares and the
Special  Voting  Shares  as  contemplated  herein;

(f)     resignations  and  releases  in writing of the directors and officers of
GlobalNetCare,  to  be  effective  upon  the  Closing  Date;

(g)     certified  copies  of  the resolutions of the directors of the Purchaser
authorizing  the  issuance  of  the  Preferred  Shares  to  the  Vendors;

(h)     certified  copies  of  the resolutions of the directors of the Purchaser
and  GlobalNetCare  approving  this  Agreement;

(i)     releases, in form and substance satisfactory to Cor-Bit and Businessway,
acting  reasonably,  executed  by  the  GlobalNetCare  Principals  in  favour of
GlobalNetCare releasing GlobalNetCare from any and all manner of actions, causes
of  action,  suits,  proceedings,  debts,  dues,  profits,  expenses, contracts,
damages, claims, demands and liabilities whatsoever, in law or equity, which the
GlobalNetCare  Principals  ever had, now have, or may have against GlobalNetCare
or  the Purchaser for or by reason of any matter, cause or thing whatsoever done
or  omitted  to  be  done by the GlobalNetCare Principals up to the Closing Date
other  than  in  respect  of  obligations  of GlobalNetCare to the GlobalNetCare
Principals  arising  in  respect  of:

(i)     earned  but  unpaid  salary and unpaid benefits for the then current pay
period,  and

(ii)     any  obligations  pursuant  to indemnities granted to the GlobalNetCare
Principals  by GlobalNetCare in connection with acts as directors or officers of
GlobalNetCare  provided that such indemnities shall be ineffective in respect of
any  act or omission which would constitute a default or breach pursuant to this
Agreement  or which render any representation or warranty given hereunder untrue
or  inaccurate;  and

(j)     all  such other documents and instruments as the Vendors' solicitors may
reasonably  require.

17.     TIME  OF  THE  ESSENCE

17.1    Time  is  of  the  essence  of  this  Agreement.

18.     FURTHER  ASSURANCES

18.1     The  parties  will  execute  and deliver all such further documents and
instruments  and  do  all such acts and things as may be reasonably necessary or
required  to  carry  out  the  full  intent and meaning of this Agreement and to
effect  the  transactions  contemplated  by  this  Agreement.

<PAGE>

19.     SUCCESSORS  AND  ASSIGNS

19.1     This  Agreement  will  enure  to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and  permitted  assigns.  This  Agreement  may not be assigned by a party hereto
without  the  prior  written  consent  of  the  other  parties.

20.     COUNTERPARTS

20.1     This  Agreement  may  be  executed  in  several counterparts and by fax
transmission,  each  of  which will be deemed to be an original and all of which
will  together  constitute  one  and  the  same  instrument.

21.     NOTICE

21.1     Any  notice required or permitted to be given under this Agreement will
be validly given if in writing and delivered or sent by pre-paid registered mail
or  facsimile  transmission,  to  the  following  addresses:

(a)     If  to  the  Vendors  or  the  Companies:

        117  Gun  Avenue
        Pointe  Claire,  Quebec
        H94  3X2

        Attention:     Faris  Heddo

with  a  copy  to:

        2001  University,  Suite  1525
        Montreal,  Quebec
        H3A  2A6

        Atttention:     Marc  Champagne

        Fax:  (514)  843-8440

(b)     If  to  the  Purchaser  or  GlobalNetCare:

        Suite  204
        65  Brunswick
        Dollard  Des  Ormeaux
        Quebec  H3A  3H3

        Attention:     Harvey  Laloch

with  a  copy  to:

<PAGE>

        CLARK,  WILSON
        Barristers  and  Solicitors
        800  -  885  West  Georgia  Street
        Vancouver,  British  Columbia
        V6C  3H1

        Attention:  Virgil  Z.  Hlus

        Fax:  (604)  687-6314

or  to  such  other  address  as  any  party may specify in writing to the other
parties.

21.2     Any  notice  delivered  on  a  business  day  or  sent  by  facsimile
transmission  will  be deemed conclusively to have been effectively given on the
date  notice  was  delivered  or  sent  by  facsimile  transmission.

21.3     Any  notice sent by prepaid registered mail will be deemed conclusively
to  have  been effectively given on the third business day after posting; but if
at the time of posting or between the time of posting and the third business day
thereafter  there  is  a  labour  disturbance affecting postal service, then the
notice  will  not  be  effectively  given  until  actually  delivered.

22.     ASSIGNMENT

22.1     The  Purchaser  and each of the Companies acknowledge that the Vendors'
Shares  may  be  transferred  by the Vendors prior to Closing in connection with
certain  tax  planning  and  in this regard the Purchaser, GlobalNetCare and the
Companies  hereby  consent  to an assignment by the Vendors of any or all of its
interests  under  this  Agreement to one or more affiliates or associates of the
Vendors,  as  those  terms  are defined in the Canada Business Corporations Act.

23.     ENTIRE  AGREEMENT

23.1     This  Agreement  contains  the  sole  and  entire agreement between the
parties  and any modifications must be in writing and signed by each party.  The
parties  will  in  good  faith  investigate and negotiate the most tax effective
method  of  carrying  out  the  intentions  of  this  Agreement.

24.     TENDER

24.1     Tender  may  be  made  upon  the  Vendors  or  Purchaser  or  upon  the
Purchaser's  Solicitors  and  money  may  be  tendered  by cheque certified by a
chartered  bank  or  by  electronic  wire  transfer.

<PAGE>

25.     PROPER  LAW

25.1     This Agreement will be governed by and construed in accordance with the
province of the laws of the Province of Quebec and the laws of Canada applicable
therein  and  the  parties  will  attorn  to  the  Courts  thereof.
IN  WITNESS  WHEREOF  the  parties have caused this Agreement to be executed and
delivered  this  _______  day  of  __________________,  2000.

3739007  CANADA  LTD.


Per:     /s/  Nick  Pedafronimos
         Nick  Pedafronimos

Per:     /s/  Harvey  Lalach
         Harvey  Lalach

Per:     /s/ Patrick Power
         Patrick  Power


COR-BIT  PERIPHERAL  INC.

Per:     /s/  Michele  Scott
         Michele  Scott


BUSINESSWAY  COMPUTER  CENTRE,  INC.

Per:     /s/  Faris  Heddo
         Faris  Heddo


GLOBALNETCARE  INC.

Per:     /s/  Nick  Pedafronimos
         Nick  Pedafronimos

Per:     /s/  Harvey  Lalach
         Harvey  Lalach

Per:     /s/ Patrick Power
         Patrick  Power

<PAGE>

TRASTEW  HOLDINGS  LTD.

Per:     /s/  signed
         Authorized  Signatory


2842-2053  QUEBEC  INC.

Per:     /s/  signed
         Authorized  Signatory

<TABLE>
<CAPTION>


<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MICHAEL ANDREATOS in the presence of:   )
/s/ signed                                                              )
Signature                                                               )   /s/ Debbie Andreatos (as per power of attorney)
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Michael Andreatos
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by AGGY GINOU in the presence of:          )
/s/ signed                                                              )
Signature                                                               )   /s/ Abby Ginou
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Abby Ginou
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by JEAN-JACQUES AUGER in the presence of:   )
/s/ signed                                                              )
Signature                                                               )   /s/ Jean-Jacques Auger
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Jean-Jacques Auger
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by RITA BAGHDASSARIAN in the presence of:  )
/s/ signed                                                              )
Signature                                                               )   /s/ Rita Baghdassarian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Rita Baghdassarian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by FRANCESCO CANNELLA in the presence of:  )
/s/ signed                                                              )
Signature                                                               )   /s/ Francesco Cannella
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Francesco Cannella
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MARC CHAMPAGNE in the presence of:      )
/s/ signed                                                              )
Signature                                                               )   /s/ Marc Champagen
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Marc Champagne
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by TAK LEE CHANG in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Tak Lee Chang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Tak Lee Chang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by YUNG HANG CHANG in the presence of:     )
/s/ signed                                                              )
Signature                                                               )   /s/ Yung Hang Chang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Yung Hang Chang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by JADE CHAN CHANG in the presence of:     )
/s/ signed                                                              )
Signature                                                               )   /s/ Jade Chan Chang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Jade Chan Chang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by CARMINE DIZZAZZO in the presence of:    )
/s/ signed                                                              )
Signature                                                               )   /s/ Carmine Dizzazzo
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Carmine Dizzazzo
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by ROGER DOUCET in the presence of:        )
/s/ signed                                                              )
Signature                                                               )   /s/ Roger Doucet
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Roger Doucet
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by LOUIS FLEISCHER in the presence of:     )
/s/ signed                                                              )
Signature                                                               )   /s/ Louis Fleischer
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Louis Fleischer
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by GEORGE GARABEDIAN in the presence of:   )
/s/ signed                                                              )
Signature                                                               )   /s/ George Garabedian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   George Garabedian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by DAVID GOTTLIEB in the presence of:      )
/s/ signed                                                              )
Signature                                                               )   /s/ David Gottlieb
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   David Gottlieb
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MIKE HALIVELAKIS in the presence of:    )
/s/ signed                                                              )
Signature                                                               )   /s/ Mike Halivelakis
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Mike Halivelakis
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by RENE HAMEL in the presence of:          )
/s/ signed                                                              )
Signature                                                               )   /s/ Rene Hamel
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Rene Hamel
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by FARIS HEDDO in the presence of:         )
/s/ signed                                                              )
Signature                                                               )   /s/ Faris Heddo
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Faris Heddo
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by JAN HULAK in the presence of:           )
/s/ signed                                                              )
Signature                                                               )   /s/ Jan Hulak
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Jan Hulak
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by GIACOMO INDRI in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Giacomo Indri
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Giacomo Indri
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by KAREL KRO in the presence of:           )
/s/ signed                                                              )
Signature                                                               )   /s/ Karel Kro
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Karel Kro
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by RAYNALD LAVOIE in the presence of:      )
/s/ signed                                                              )
Signature                                                               )   /s/ Raynald Lavoie
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Raynald Lavoie
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by ROBERT LAWAND in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Robert Lawand
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Robert Lawand
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by HUBERT LAVASSEUR in the presence of:    )
/s/ signed                                                              )
Signature                                                               )   /s/ Hubert Lavasseur
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Hubert Lacasseur
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by EHAB LOFTI in the presence of:          )
/s/ signed                                                              )
Signature                                                               )   /s/ Ehab Lofti
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Ehab Lofti
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by ANTONIO MARTINO in the presence of:     )
/s/ signed                                                              )
Signature                                                               )   /s/ Antonio Martino
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Antonio Martino
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MARIE MARZOUMANIAN in the presence of:  )
/s/ signed                                                              )
Signature                                                               )   /s/ Marie Marzoumanian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Marie Marzoumanian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by HARRY MICHALOPOULOS in the presence of: )
/s/ signed                                                              )
Signature                                                               )   /s/ Harry Michalopoulos
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Harry Michalopoulos
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by NELLY MOUSSA in the presence of:        )
/s/ signed                                                              )
Signature                                                               )   /s/ Nelly Moussa
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Nelly Moussa
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>



<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by SANTE NARDOZI in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Sante Nardozi
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Sante Nardozi
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by ANTOINE NEHME in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Antoine Nehme
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Antoine Nehme
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by GEORGE NEHME in the presence of:        )
/s/ signed                                                              )
Signature                                                               )   /s/ George Nehme
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   George Nehme
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MICHAEL NELSON in the presence of:      )
/s/ signed                                                              )
Signature                                                               )   /s/ Michael Nelson
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Michael Nelson
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by ANNE PONNIAH in the presence of:        )
/s/ signed                                                              )
Signature                                                               )   /s/ Anne Ponniah
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Anne Ponniah
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MARIE REDA in the presence of:          )
/s/ signed                                                              )
Signature                                                               )   /s/ Marie Reda
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Marie Reda
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by CLAUDE ROBILLARD in the presence of:    )
/s/ signed                                                              )
Signature                                                               )   /s/ Claude Robillard
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Claude Robillard
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by BEDROS SARKISSIAN in the presence of:   )
/s/ signed                                                              )
Signature                                                               )   /s/ Bedros Sarkissian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Bedros Sarkissian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by DENNY SARKISSIAN in the presence of:    )
/s/ signed                                                              )
Signature                                                               )   /s/ Denny Sarkissian
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Denny Sarkissian
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by DR. A.J. SCARLAT in the presence of:    )
/s/ signed                                                              )
Signature                                                               )   /s/ Dr. A.J. Scarlat
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Dr. A.J. Scarlat
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by LILIANE SCOTT in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Liliane Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Liliane Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by WILBROOD SCOTT in the presence of:      )
/s/ signed                                                              )
Signature                                                               )   /s/ Wilbrood Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Wilbrood Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MARGARET SHAEFER in the presence of:    )
/s/ signed                                                              )
Signature                                                               )   /s/ Margaret Shaefer
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Margaret Shaefer
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by WILBROOD SCOTT in the presence of:      )
/s/ signed                                                              )
Signature                                                               )   /s/ Wilbrood Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Wilbrood Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by CYNDY TAYLOR in the presence of:        )
/s/ signed                                                              )
Signature                                                               )   /s/ Cyndy Taylor
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Cyndy Taylor
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by CLAUDIO VENDITTELLI in the presence of: )
/s/ signed                                                              )
Signature                                                               )   /s/ Claudio Vendittelli
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Claudio Vendittelli
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by LIAN G. ZHANG in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Liang Zhang
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Liang Zhang
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

FONDACTION CSN POUR LA COOPERATION ET L'EMPLOI

Per:  /s/ signed


<TABLE>
<CAPTION>

<S>                                                                     <C>
SIGNED, SEALED and DELIVERED by MICEHLE SCOTT in the presence of:       )
/s/ signed                                                              )
Signature                                                               )   /s/ Michele Scott
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )   Michele Scott
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  )
</TABLE>

<PAGE>

                             SCHEDULES NOT ATTACHED
                                TO EDGAR FILING

(a)     Schedule  "A"      Special  Rights and Restrictions  attached  to  the
                           Preferred  Shares;

(b)     Schedule  "B-1"    Financial  Statements  of  Cor-Bit;

(c)     Schedule  "B-2"    Financial  Statements  of  Businessway;

(d)     Schedule  "C"      Call  Option  Agreement;

(e)     Schedule  "D-1"    Continuing  Contractual  Obligations  of  Cor-Bit;

(f)     Schedule  "D-2"    Continuing  Contractual  Obligations of Businessway;

(g)     Schedule  "E"      List  of  Cor-Bit  and  Businessway  Shareholders;

(h)     Schedule  "F-1"    List  of  Assets  of  Cor-Bit;

(i)     Schedule  "F-2"    List  of  Assets  of  Businessway;

(j)     Schedule  "G-1"    Financial  Statements  of  GlobalNetCare;

(k)     Schedule  "H-1"    List  of  Assets  of  GlobalNetCare;

(l)     Schedule  "I-1"    Outstanding  Litigation;

(m)     Schedule  "J-1"    Continuing Contractual Obligations of the Purchaser
                            and GlobalNetCare;  and

(n)     Schedule  "K-1"    Outstanding Rights to Acquire shares in GlobalNetCare

The  Company  agrees to furnish supplementally a copy of any omitted schedule to
the  Commission  upon  request.