EXHIBIT 4.8

                     SUMMARY INSTRUCTION SHEET FOR PURCHASER
    (to be read in conjunction with the entire Stock Purchase Agreement which
                                    follows)


A.   Complete  the  following  items  on  BOTH copies of the Purchase Agreement:

     1.   Signature  Page:  (i) Name of Purchaser (ii) Signature, Name and Title
     of  Individual  representing  Purchaser.

     2.   Appendix  I - Stock Certificate Questionnaire: Provide the information
     requested  by  the  Stock  Certificate  Questionnaire.

          Appendix  II  -  Registration  Statement  Questionnaire:  Provide  the
     information  requested  by  the  Registration  Statement  Questionnaire.

     3.   Return  BOTH  copies of a properly completed and signed Stock Purchase
     Agreement  including  the  properly  completed  Appendix  I  to:

                    Diversinet Corp.
                    2225 Sheppard Avenue East, Suite 1700
                    Toronto, Ontario
                    M2J 5C2
                    Attention:  Nagy Moustafa, President and CEO

B.   Instructions regarding the transfer of funds for the purchase of Shares (as
     defined in the attached Stock Purchase Agreement) will be sent by facsimile
     to  the  Purchaser.

C.   Upon  the resale of the Shares or the Warrant Shares by the Purchaser after
     the  Registration  Statement  covering the Shares and the Warrant Shares is
     effective, as described in the Stock Purchase Agreement, the Purchaser must
     deliver  a current prospectus of the Company to the buyer (prospectuses may
     be  obtained  from  the  Company  at  the  Purchaser's  request).


<PAGE>
                                                                     EXHIBIT 4.8

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT is made as of the 27th day of March, 2002, by
and  between Diversinet Corp. (the "Company"), a corporation organized under the
laws  of  the  province  of  Ontario, Canada, with its principal offices at 2225
Sheppard  Avenue  East,  Suite  1700, Toronto, Ontario, M2J 5C2, Canada, and the
purchaser  whose name and address is set forth on the signature page hereof (the
"Purchaser").

     IN  CONSIDERATION  of the mutual covenants contained in this Agreement, the
Company  and  the  Purchaser  agree  as  follows:

SECTION  1.  AUTHORIZATION  OF  SALE  OF  THE  UNITS.  Subject  to the terms and
             ---------------------------------------
conditions  of  this  Agreement,  the  Company  has  authorized  the sale to the
Purchaser  of  the  number  of  units  (the "Units") each Unit consisting of one
common  share of the Company (the "Shares"), no par value (a "Common Share") and
three-quarters  of  one purchase warrant of the Company (a "Warrant"), set forth
on the signature page hereof.  The Warrants will be substantially in the form of
Appendix  III  to  this  Agreement.

SECTION  2.  AGREEMENT  TO  SELL  AND  PURCHASE  THE SHARES.  At the Closing (as
             ----------------------------------------------
defined in Section 3), the Company will sell the Units to the Purchaser, and the
Purchaser  will  buy  the  Units from the Company, upon the terms and conditions
hereinafter  set  forth,  at a price of $0.60 per Unit for an aggregate purchase
price  set  forth on the signature page hereof.  The Purchaser acknowledges that
the  Closing  price  of the Common Shares on the Nasdaq Market on March 26, 2002
was  $0.55.  The  Purchaser  acknowledges  further that the sale of the Units is
part  of  a  distribution  by  the  Company  of  up  to  5  million  Units.

SECTION  3.  DELIVERY  OF SHARES AT THE CLOSING.  The completion of the purchase
             ----------------------------------
and  sale  of  the  Units  (the  "Closing")  shall occur simultaneously with the
execution  hereof  (the "Closing Date").  At the Closing, the Company will issue
to  the Purchaser (i) one or more stock certificates representing the Shares and
(ii) one or more warrant certificates (in the form of Appendix III) representing
the  Warrants,  in each case registered in the name of the Purchaser, or in such
nominee  name(s)  as  designated  by  the Purchaser in writing, representing the
Shares.  The  name(s)  in  which the stock certificates and warrant certificates
are  to  be  registered  are  set  forth  in the Stock Certificate Questionnaire
attached  hereto  as  APPENDIX  I.  The  Company's  obligation  to  complete the
                      -----------
purchase  and  sale  of  the  Units  being  purchased hereunder and deliver such
certificates  to  the Purchaser at the Closing shall be subject to the following
conditions,  any  one or more of which may be waived by the Company: (a) receipt
by  the  Company  of same-day funds in the full amount of the purchase price for
the  Units  being purchased hereunder; (b) the accuracy in all material respects
of  the representations and warranties made by the Purchaser and the fulfillment
of  those  undertakings  of  the  Purchaser  to  be fulfilled prior to or at the
Closing,  and  (c)  the  Company agreeing to accept the Purchaser's subscription
prior  to  or  at the Closing.  The Purchaser's obligation to accept delivery of
such certificates and to pay for the Units evidenced thereby shall be subject to
the accuracy in all material respects of the representations and warranties made
by  the  Company herein and the fulfillment of those undertakings of the Company
to  be  fulfilled  prior  to  or  at  the  Closing.

SECTION  4.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE COMPANY.  The
             -------------------------------------------------------------
Company  hereby represents and warrants to, and covenants with, the Purchaser as
follows:

     4.1     ORGANIZATION AND QUALIFICATION.  The Company is a corporation duly
             -------------------------------
organized,  validly  existing  and  in  good standing under the laws of Ontario,
Canada.

     4.2     AUTHORIZED  CAPITAL  STOCK.  The  authorized  capital  stock of the
             --------------------------
Company  consists of an unlimited number of Common Shares.  The number of Common
Shares  and  all  subscriptions,  warrants, options, convertible securities, and
other  rights  to purchase or otherwise acquire equity securities of the Company
issued  and outstanding  as at October 31, 2001, are as set forth in the audited
financial  statements  of  the  Company  for  the  year  ended October 31, 2001.

     4.3     ISSUANCE, SALE AND DELIVERY OF THE SHARES.  The Shares and Warrants
             -----------------------------------------
which  form  the  Units being purchased hereunder have been duly authorized, and
when  issued,  delivered and paid for in the manner set forth in this Agreement,
will  be  duly  authorized,  validly  issued,  fully  paid  and  non-assessable.


<PAGE>
     4.4     DUE  EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENTS.  The
             ----------------------------------------------------------
Company  has  full legal right, corporate power and authority to enter into this
Agreement  and  perform the transactions contemplated hereby. This Agreement has
been duly authorized, executed and delivered by the Company. The consummation by
the  Company  of  the  transactions  herein  contemplated  will  not violate any
provision  of  the  organizational  documents  of  the  Company.  The execution,
delivery  and  performance of this Agreement by the Company and the consummation
by  the  Company  of the transactions herein contemplated will not result in the
creation  of  any lien, charge, security interest or encumbrance upon any assets
of  the Company pursuant to the terms or provisions of, or conflict with, result
in the breach or violation of, or constitute, either by itself or upon notice or
the  passage  of time or both, a default under any material agreement, mortgage,
deed  of trust, lease, franchise, license, indenture, permit or other instrument
to which the Company is a party or by which the Company or any of its properties
may be bound or affected and in each case which individually or in the aggregate
would  have a material adverse effect on the condition (financial or otherwise),
properties, business, prospects, or results of operations of the Company and its
subsidiaries,  taken as a whole (a "Material Adverse Effect"), or any statute or
any  authorization, judgement, decree, order, rule or regulation of any court or
any regulatory body, administrative agency or other governmental body applicable
to  the  Company  or  any  of  its respective properties. Upon its execution and
delivery,  and  assuming  the  valid  execution  thereof  by the Purchaser, this
Agreement  will  constitute  a  valid  and  binding  obligation  of the Company,
enforceable  against  the  Company  in  accordance  with  its  terms,  except as
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in  equity  or  at  law).

     4.5.     INTEGRATION,  ETC.  The Company has not in the  past  nor  will it
              ------------------
hereafter  take  any action to sell, offer for sale or solicit offers to buy any
securities  of  the Company which would bring the offer, issuance or sale of the
Units,  as contemplated by this Agreement, within the provisions of Section 5 of
the  Securities  Act.  Neither the Company nor any of its Affiliates (as defined
in  Rule  501(b)  of  Regulation  D  under  the Securities Act) has directly, or
through  any  agent,  (i)  sold,  offered  for  sale, solicited offers to buy or
otherwise negotiated in respect of, any "security" (as defined in the Securities
Act) which is or could be integrated with the sale of the Units in a manner that
would  require  the  registration  under  the  Securities  Act  of the Shares or
Warrants  which  form  the  Units  or  (ii)  engaged  in  any  form  of  general
solicitation  or  general  advertising (as those terms are used in  Regulation D
under the Securities Act) in connection with the offering of the Units or in any
manner  involving  a  public  offering within the meaning of Section 4(2) of the
Act.

     4.6     COMPLIANCE  WITH  SECURITIES  LAWS.  Subject to the accuracy of the
             ----------------------------------
representations  and  warranties of the Purchaser contained herein, the issuance
of  the  Shares  and Warrants which form the Units to the Purchaser hereunder is
exempt  from  the  registration  and  prospectus  delivery  requirements  of the
Securities  Act  of  1933,  as  amended  (the  "Securities  Act").

     4.7     ADDITIONAL INFORMATION.  The Company has made available to the
             ----------------------
Purchaser  a  true  and  complete  copy of each report, schedule, and definitive
proxy  statement  filed  by the Company with the Commission under the Securities
Exchange  Act  of  1934  (the  "Exchange  Act")  since November 1, 2000 (as such
documents  have  since  the  time of their filing been amended, the "Information
Documents").

SECTION 5.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  PURCHASER.
            ----------------------------------------------------------------

     5.1     The  Purchaser  represents and warrants to, and covenants with, the
Company  that: (i) the Purchaser is knowledgeable, sophisticated and experienced
in  making,  and  is qualified to make, decisions with respect to investments in
securities  representing  an  investment  decision  like  that  involved  in the
purchase  of  the  Units,  including  investments  in  securities  issued by the
Company, and has requested, received, reviewed and understood all information it
deems  relevant in making an informed decision to purchase the Units, including,
without limitation, the information contained in the Information Documents; (ii)
it  acknowledges  that  the offering of the Units pursuant to this Agreement has
not  been  reviewed  by  the  Commission  or  any  state  or Canadian regulatory
authority; (iii) the Purchaser is acquiring the number of Units set forth in the
signature  page  hereto,  for  its  own  account for investment only and with no
present  intention of distributing any of the Shares or Warrants which form such
Units  or  any arrangement or understanding with any other persons regarding the
distribution  thereof;  (iv)  the  Purchaser  will  not, directly or indirectly,
offer,  sell, pledge, transfer or otherwise dispose of (or solicit any offers to
buy,  purchase  or  otherwise  acquire or take a pledge of) any of the Shares or
Warrants which form such Units except in compliance with the Securities Act, the
Securities Act Rules and Regulations and any applicable state securities or blue
sky  laws;  (v)


                                        3
<PAGE>
the Purchaser has completed or caused to be completed the Registration Statement
Questionnaire  and  the  Stock  Certificate  Questionnaire,  attached  hereto as
APPENDIX  I  and  APPENDIX  II,  for  use  in  preparation  of  the Registration
-----------       ------------
Statement,  and  the  answers thereto are true and correct as of the date hereof
and  will  be  true  and  correct  as  of the effective date of the Registration
Statement;  (vi)  the Purchaser has, in connection with its decision to purchase
the  number of Units set forth on the signature page hereof, not relied upon any
representations or other information (whether oral or written) other than as set
forth in the Information Documents and the representations and warranties of the
Company  contained herein; (vii) the Purchaser has had an opportunity to discuss
this  investment  with  representatives of the Company and ask questions of them
and such questions have been answered to the full satisfaction of the Purchaser;
and  (viii) the Purchaser is an "accredited investor" within the meaning of Rule
501  of  Regulation  D  promulgated  under  the  Securities  Act.

     5.2     The  Purchaser  hereby  covenants  with the Company not to make any
sale  of  the  Shares  or Warrants which form the Units, or of the Common Shares
issuable upon exercise of such Warrants (the "Warrant Shares) without satisfying
the  prospectus  delivery  requirements  under  the  Securities  Act,  if  any.

     5.3     The  Purchaser  further  represents  and warrants to, and covenants
with,  the  Company  that (i) the Purchaser has full right, power, authority and
capacity  to  enter  into  this  Agreement  and  to  consummate the transactions
contemplated  hereby  and  has  taken  all  necessary  action  to  authorize the
execution,  delivery  and  performance  of this Agreement, (ii) the Purchaser is
duly  organized, validly existing and in good standing under the laws of the its
jurisdiction  of organization, and (iii) upon the execution and delivery of this
Agreement, this Agreement shall constitute a valid and binding obligation of the
Purchaser enforceable in accordance with its terms, except as enforceability may
be  limited  by applicable bankruptcy, insolvency, reorganization, moratorium or
similar  laws affecting creditors' and contracting parties' rights generally and
except  as  enforceability  may  be  subject  to  general  principles  of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or  at  law).

     5.4     The  Purchaser  recognizes  that  an  investment  in  the  Units is
speculative  and  involves a high degree of risk, including a risk of total loss
of  the  Purchaser's  investment.

     5.5     All  of  the  information  provided to the Company or its agents or
representatives  concerning the Purchaser's suitability to invest in the Company
and  the representations and warranties contained herein, are complete, true and
correct  as  of  the date hereof.  The Purchaser understands that the Company is
relying  on  the  statements  contained  herein  to  establish an exemption from
registration  under  U.S.  federal  and  state  securities  laws.

     5.6     The  address  set  forth  in  the  signature  page  hereto  is  the
Purchaser's  true  and  correct  domicile.

     5.7     The Purchaser covenants to provide the Company an updated, accurate
and  complete  plan  of  distribution  at  all times during which the Company is
required  to  keep  the  Registration  Statement  in  effect.

     5.8     The Purchaser understands and agrees that each certificate or other
document  evidencing  any of the Shares or Warrant Shares shall be endorsed with
the  legend  in  substantially  the  form  set  forth  below and the certificate
evidencing  the  Warrants shall be endorsed with the legend in substantially the
form  set  forth  in  Appendix  III,  as  well  as any other legends required by
applicable  law,  and  the  Purchaser  covenants  that  the  Purchaser shall not
transfer  the  Shares,  Warrants  or  Warrant  Shares  represented  by  any such
certificate without complying with the restrictions on transfer described in the
legends  endorsed  on  such  certificates:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED
         ("SECURITIES  ACT"),  OR  REGISTERED  OR QUALIFIED UNDER ANY
         APPLICABLE  STATE  SECURITIES  LAWS  OR  CANADIAN SECURITIES
         LAWS.  THESE  SECURITIES  MAY  NOT BE TRANSFERRED UNLESS (A)
         COVERED  BY  AN  EFFECTIVE  REGISTRATION STATEMENT UNDER THE
         SECURITIES  ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE
         STATE  LAW  AND,  IF APPLICABLE, CANADIAN SECURITIES LAWS OR
         (B)  EXEMPTIONS  FROM  SUCH  REGISTRATION  OR  QUALIFICATION
         REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY
         TRANSFER  OF  THESE SECURITIES, THE COMPANY MAY REQUIRE THAT
         IT BE FURNISHED WITH AN


                                        4
<PAGE>
         OPINION  OF  COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT
         THAT  NO  REGISTRATION OR QUALIFICATIONS IS LEGALLY REQUIRED
         FOR  SUCH  TRANSFER.

         IF  THE  DISTRIBUTIONS  OF THE SECURITIES REPRESENTED BY THE
         CERTIFICATE WAS SUBJECT TO SECURITIES LEGISLATION OF CANADA,
         THEN  UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION  OF
         CANADA, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THESE
         SECURITIES  BEFORE  [THE DATE WHICH IS FOUR MONTHS AFTER THE
         DATE  OF  CLOSING].

SECTION  6.  SURVIVAL  OF  REPRESENTATIVES,  WARRANTIES  AND  AGREEMENTS.
             -----------------------------------------------------------
Notwithstanding  any  investigation  made  by  any  party to this Agreement, all
covenants,  agreements,  representations  and warranties made by the Company and
the  Purchaser  herein  and  in any certificates or documents delivered pursuant
hereto  or  in  connection  herewith shall survive following the delivery to the
Purchaser  of  the Shares and Warrants being purchased and the payment therefor.

SECTION  7.  REGISTRATION  OF  THE  SHARES:  COMPLIANCE WITH THE SECURITIES ACT.
             ------------------------------------------------------------------

     7.1  REGISTRATION  STATEMENT  ON  FORM  F-3.  The  Company  represents  and
          --------------------------------------
warrants  that  the Company meets the requirements for use of Form F-3 under the
Securities  Act.

     7.2  REGISTRATION  PROCEDURES  AND  EXPENSES.  The  Company  shall:
          ---------------------------------------

          (a)     as soon as practicable, but in no event later than ninety (90)
days following the date of Closing, prepare and file with the SEC a Registration
Statement  on  Form  F-3  relating  to the resale pursuant to Rule 415 under the
Securities  Act  of the Shares and the Warrant Shares by the Purchaser from time
to  time  through  the automated quotation system of Nasdaq or the facilities of
any  national  securities exchange on which the Common Shares are then traded or
in  privately-negotiated  transactions,  and specifically excluding underwritten
offerings;

          (b)     subject  to  receipt  of  necessary  information  from  the
Purchaser, use reasonable commercial efforts to cause the Registration Statement
(as  defined  in  Section 7.3 hereof) to be declared effective by the Commission
within  one  hundred  and  eighty (180) days after the Registration Statement is
filed  with  the  Commission;

          (c)     promptly  and  in  good  faith  respond  to  all  Commission's
comments  on  the  Registration  Statement,  and within two (2) business days of
receipt  of  an  indication from the Commission that it has no further comments,
request  acceleration  of  the effectiveness of the registration at the earliest
practicable  time;

          (d)     prepare  and  file  with  the  Commission  such amendments and
supplements  to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective until
the  earlier of (i) the second anniversary of the Closing Date, (ii) the date on
which  the Purchaser may sell all the Shares then held by the Purchaser within a
three-month  period  in accordance with Rule 144 under the Securities Act ("Rule
144"), or (iii) such time as all the Shares purchased by the Purchaser have been
sold  pursuant  to  a  registration  statement;

          (e)     so  long  as  the Registration Statement is effective covering
the  resale  of the Shares owned by the Purchaser, furnish to the Purchaser with
respect  to  the  Shares  and  Warrant  Shares registered under the Registration
Statement  such  reasonable  number  of  copies  of  prospectuses and such other
documents  as  the  Purchaser may reasonably request, in order to facilitate the
public  sale  or other disposition of all or any of the Shares by the Purchaser;

          (f)     file  documents required of the Company for blue sky clearance
in  states  specified  in  writing by the Purchaser; provided, however, that the
Company shall not be required to qualify to do business or consent to service of
process  in  any  jurisdiction  in  which  it  is not so qualified or has not so
consented;

          (g)     bear  all  expenses  in  connection  with  the  procedures  in
paragraphs  (a)  through  (f)  of  this  Section 7.2 and the registration of the
Shares and Warrant Shares pursuant to the Registration Statement, except for any
underwriting  discounts,  brokerage  fees  and  commissions  incurred  by  the
Purchaser,  if  any;  and


                                        5
<PAGE>
          (h)     with  a view to making available to the Purchaser the benefits
of  Rule  144  (or  its  successor rule) and any other rule or regulation of the
Commission  that  may  at  any  time permit the Purchaser to sell the Shares and
Warrant  Shares  to  the  public without registration, the Company covenants and
agrees  to:  (i)  make and keep public information available, as those terms are
understood and defined in Rule 144, until the earlier of (A) such date as all of
the  Purchaser's  Shares  and  Warrant  Shares  may  be  resold  within  a given
three-month  period  pursuant to Rule 144 or any other rule of similar effect or
(B)  such  date  as  all of the Purchaser's Shares and Warrant Shares shall have
been resold and (ii) file with the Commission in a timely manner all reports and
other  documents  required of the Company under the Securities Act and under the
Exchange  Act.

SECTION  8.  NOTICES.  All  notices, requests, consents and other communications
             -------
hereunder  shall  be  in  writing,  shall be mailed by first-class registered or
certified  airmail,  confirmed  facsimile  or  nationally  recognized  overnight
express  courier  postage  prepaid, and shall be deemed given when so mailed and
shall  be  delivered  as  addressed  as  follows:

          if  to  the  Company,  to:

               Diversinet  Corp.
               2225  Sheppard  Avenue  East,  Suite  1700
               Toronto,  Ontario  M2J  5C2,  Canada
               Facsimile:  (416)  756-7346
               Attention:  Nagy  Moustafa,  President  and  CEO

or  to  such  other person at such other place as the Company shall designate to
the  Purchaser  in  writing;  and

if  to  the Purchaser, at its address as set forth at the end of this Agreement,
or  at such other address or addresses as may have been furnished to the Company
in  writing.

SECTION 9.  CHANGES.  This  Agreement  may  not  be  modified or amended except
            -------
pursuant  to  an instrument in writing, signed by the Company and the Purchaser.

SECTION 10.  HEADINGS.  The  headings of the various sections of this Agreement
             --------
have  been inserted for convenience of reference only and shall not be deemed to
be  part  of  this  Agreement.

SECTION 11.  SEVERABILITY.  In  case  any provision contained in this Agreement
             ------------
should  be  invalid,  illegal  or  unenforceable  in  any respect, the validity,
legality  and  enforceability of the remaining provisions contained herein shall
not  in  any  way  be  affected  or  impaired  thereby.

SECTION 12.  GOVERNING  LAW.  This Agreement shall be governed by and construed
             --------------
in  accordance  with the laws of the State of New York, without giving effect to
any  choice  of  law  provisions  thereof.

SECTION 13.  COUNTERPARTS.  This  Agreement  may  be  executed  in  two or more
             ------------
counterparts,  each  of  which  shall constitute an original, but both of which,
when  taken  together,  shall  constitute  but  one instrument, and shall become
effective  when  one  or more counterparts have been signed by each party hereto
and  delivered  to  the  other  party.

SECTION 14.  ENTIRE  AGREEMENT.  This  Agreement  (including  the  attachments
             -----------------
hereto) contains the entire agreement of the parties with respect to the subject
matter  hereof  and supersedes and is in full substitution for any and all prior
oral  or  written  agreements  and  understandings  between them related to such
subject  matter,  and neither party hereto shall be liable or bound to the other
party  hereto  in  any  manner  with  respect  to  such  subject  matter  by any
representations, indemnities, covenants or agreements except as specifically set
forth  herein.

SECTION 15.  RIGHT  OF  ACCEPTANCE.  The Purchaser acknowledges and agrees that
             ---------------------
the  Company  shall have the right, at its sole discretion, to accept or reject,
up to the Closing, any subscription for Units and that acceptance thereof is not
subject  to  the  Company  having  received  any  minimum amount of subscription
proceeds.  The  Purchaser further acknowledges and agrees that execution of this
Agreement  by  the  Purchaser  shall not result in any obligation on the Company
until  such  time as this Agreement shall have been duly executed by the Company
and Closing shall have occurred.  Any funds received by the Company or its agent
from  the  Purchaser  on  account  of  the  purchase  price of the


                                        6
<PAGE>
Units  will  be returned to the Purchaser (without interest or deduction) at the
address indicated in Appendix I in the event the Company determines, in its sole
discretion,  to  reject  the  Purchaser's  subscription  for  Shares.

SECTION 16.  RIGHT  TO  APPOINT  AGENT.  The  Purchaser  acknowledges  that the
             --------------------------
Company  retains the right, in its sole discretion, to appoint a placement agent
in  connection with the sale of Shares to the Purchaser and that the Company may
pay  to  such  placement agent a fee which may be calculated by reference to the
purchase  price  payable  by  the  Purchaser.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives  shown  below:



                                     ---------------------------------------
                                     [Name of Purchaser]

                                     By:
                                        ------------------------------------
                                           Name:
                                           Title:


                                     Address:
                                             -------------------------------

                                                ----------------------------

                                                ----------------------------
                                     Telephone:
                                                ----------------------------
                                     Facsimile:
                                                ----------------------------
                                     Date:
                                                ----------------------------

Number of                Price Per            Aggregate
Units                    Unit in              Price in
to be Purchased          U.S. Dollars         U.S. Dollars
-----------------        -------------        -------------
                         $0.60


Accepted and Agreed to by:


                                DIVERSINET CORP.



                                By:
                                   ---------------------------------
                                      Nagy Moustafa, President
                                      and Chief Executive Officer


                                Date:
                                     -------------------------------


                                        7
<PAGE>
                                                                     EXHIBIT 4.8

                                   APPENDIX I


                                DIVERSINET CORP.

                         STOCK CERTIFICATE QUESTIONNAIRE


Pursuant  to  Section  3  of the Agreement, please provide us with the following
information:

1.   The  exact name that your Shares and Warrants are to be registered in (this
     is  the  name that will appear on your stock certificate(s)). You may use a
     nominee  name  if  appropriate:


     --------------------------------------------

2.   The  relationship between the Purchaser and the Registered Holder listed in
     response  to  item  1  above:


     --------------------------------------------


3.   The  mailing  address of the Registered Holder listed in response to item 1
     above:


     --------------------------------------------

     --------------------------------------------

     --------------------------------------------


4.   The  Social  Security Number or Tax Identification Number of the Registered
     Holder  listed  in  response  to  item  1  above:


     --------------------------------------------


<PAGE>
                                   APPENDIX II


                                DIVERSINET CORP.

                      REGISTRATION STATEMENT QUESTIONNAIRE


     In  connection  with  the preparation of the Registration Statement, please
provide  us  with  the  following  information:

     1.     Pursuant  to  the  "Selling Shareholder" section of the Registration
Statement,  please  state you or your organization's address and name exactly as
it  should  appear  in  the  Registration  Statement:


     --------------------------------------------

     --------------------------------------------

     --------------------------------------------

     2.     Please  provide  the  number  of  Common  Shares  that  you  or your
organization  will  own  immediately  after  Closing, including those Shares and
Warrants  purchased  by  you  or  your  organization  pursuant  to this Purchase
Agreement  and those Common Shares purchased by you or your organization through
other  transactions:


     --------------------------------------------

     --------------------------------------------

     --------------------------------------------

     3.     Have  you  or  your  organization  had any position, office or other
material  relationship  within  the past three (3) years with the Company or its
affiliates?  Please  circle  the  correct  answer.

            Yes          No


<PAGE>