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EXHIBIT 10.46
                               PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, by and between  Hitsgalore.com,  Inc., a Florida public
corporation  ("Hits") and Solvere,  Inc.,  a Delaware  closely held  corporation
("Solvere"), is made and effective as of the 29th day of March, 1999.

NOW THEREFORE,  for the mutual  promises  contained  herein,  and other good and
valuable consideration,  the receipt and sufficiency of which the parties hereby
acknowledge, the parties agree as follows:

1.       At Closing,  Hits will acquire all of the right,  title and interest in
         and to the  Internet-related  development,  equipment  and software now
         owned, or under development, by Solvere (the "Internet Division"). This
         includes but is not limited to all computer equipment, software and all
         internet  technology  (such as, by way of example  and not  limitation,
         e-commerce,  web-based  email  (IBC) and all other  internet  software,
         programming and  applications of Solvere),  all as more fully described
         in Exhibit A, which shall be  submitted  by Solvere,  approved by Hits,
         and attached hereto and made a part hereof.

2.       The purchase  price for the  Internet  Division  shall be $125,000,  as
         follows: $5,000.00 upon receipt of a fully executed Purchase Agreement,
         including Exhibit A, with the balance of $120,000.00 due within fifteen
         (15) days. In addition,  Hits will deliver to Solvere a certificate for
         100,000  shares of restricted  common stock of Hits. The shares will be
         included  in the next stock  registration  filed by Hits to free up the
         shares for trading.  However, Solvere voluntarily agrees not to sell in
         any one week more than two percent  (2%) of the  previous  week's total
         volume  traded.  This will be  acknowledged  and reflected in a lock up
         agreement or other  arrangement  prior to delivery of the  certificates
         for the shares.

3.       Solvere will provide an office at its Irvine, CA facility to be used by
         and on behalf of Hits.  Hits will pay  $4,000 per month to Solvere as a
         maintenance  fee for  system  management  for both the  Irvine,  CA and
         Rancho Cucamonga, CA offices.

4.       Hits will spend an additional  $125,000 in future  development costs by
         Solvere  related to the Internet  Division for  completion of the: mail
         center, real-time quotes, e-mail and shopping cart implementation, on a
         project-by-project  basis  pursuant to budgets  prepared by Solvere and
         approved by Hits.  Solvere will also manage and perform the integration
         of the following:  banner  generator,  info cart,  pop-up  search,  and
         porn-free net search results.  The time frame for this engagement is to
         be  completed  within  nine  months  or  sooner  from  the date of this
         agreement.

5.       For future business involving Internet  Firewall/Proxy  server, Solvere
         and Hits shall co-License the SpeedShield technology.  Solvere and Hits
         shall  equally share all License fees related to  SpeedShield  licenses
         sold by  Solvere.  Hits agrees to pay 50% of any  reasonable  marketing
         expenses  incurred by Solvere in marketing  the  SpeedShield,  provided
         such marketing  expenses have been  previously  submitted by Solvere to
         Hits  for  approval.   Hits,  as  a  co-licensor  of  the   SpeedShield
         technology, shall have the unrestricted right to use the SpeedShield in
         any manner it desires.

6.       All Solvere  personnel  working on any Hits project or application will
         sign a confidentiality and non-competition  agreement prepared by Hits.
         Solvere will take the same efforts to protect the  confidential  and/or
         proprietary  information  of  Hits  as  it  takes  with  its  own  such
         information. In addition, for a period of three (3) years from the date
         hereof, Hits will be the only Internet client of Solvere, without the

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     prior written  approval of Hits (except for the sale by Solvere of licenses
     to use the  speed  shield  technology).  At the end of the  three  (3) year
     period,  each party shall be free to use the SpeedShield  technology in any
     manner it desires,  except that Solvere will not sell,  transfer or license
     the technology to any business or entity in competition to Hits.

7.       Hits will give  Solvere the first  opportunity  to provide any software
         programming or applications. However, Hits may use other such providers
         if it believes  Solvere cannot provide the needed  services is a timely
         or qualified manner.

8.       The  Closing  of this  Purchase  shall  be on or  before  the date the
         balance of the $120,000 is due from Hits to Solvere.

9.       This Purchase  Agreement shall be binding on the heirs,  successors and
         assigns of the  parties.  Any  unresolved  dispute  arising  under this
         Purchase Agreement shall be submitted to binding  arbitration  pursuant
         to  the  rules  of  the  American  Arbitration   Association,   or  its
         successors.  Any arbitration  award may be entered as a final judgement
         in any court of competent  jurisdiction.  This Purchase Agreement shall
         be  construed  under  California  law,  and  any  court  proceeding  or
         arbitration  matter  shall be heard  only in the Rancho  Cucamonga,  CA
         area.



IN WITNESS WHEREOF,  the parties have executed this Purchase Agreement effective
as of the date first written above.

Hitsgalore.com, Inc.                        Solvere, Inc.


By: \s\ Steve Bradford                      By: \s\ Alexander Truong
    ------------------                          --------------------
    CEO                                         President and CEO