EXHIBIT 10.1

THIS SHARE PURCHASE AGREEMENT is made the 3rd day of November, 2000,

<TABLE>

AMONG:

<S>             <C>                                                                           <C>
                CYOP SYSTEMS INC.,
                -----------------
                of Suite 29, 1st Floor, Beckwith Mall, Lower Broad Street,
                Bridgetown, Barbados
                                                                                              (the "Company")
AND:

                THE SHAREHOLDERS OF CYOP SYSTEMS INC.,
                -------------------------------------
                of Suite 29, 1st Floor, Beckwith Mall, Lower Broad Street,
                Bridgetown, Barbados
                                                                                              (the "Vendors")
AND:

                CYOP SYSTEMS INTERNATIONAL INCORPORATED,
                ---------------------------------------
                of Suite 880, 50 West Liberty Street,
                Reno, Nevada, 89501   USA

                                                                                              (the "Purchaser")
</TABLE>

WHEREAS:

A. The Vendors  are  the  legal and  beneficial owners of all of the issued  and
outstanding common shares of the Company (the "Company Shares"); and

B. The Vendors have agreed to sell all of their right, title and interest in and
to the Company Shares free and clear of all liens,  charges and  encumbrances on
the terms  and  conditions  set  forth in this  agreement  to the  Purchaser  in
consideration for 9,000,000 shares of the Purchaser.

NOW THEREFORE WITNESSETH that in consideration of the premises and of the mutual
covenants and agreements set forth herein, the parties hereto covenant and agree
as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

Definitions
-----------

1.01    In this Agreement, including the recitals hereto, the following words an
phrases shall have the following meanings:

     (a)  "Closing"  means the completion of the  transactions  contemplated  by
          this Agreement;

     (b)  "Company Shares" means all of the issued and outstanding common shares
          of CYOP Systems Inc.;

     (c)  "Person" includes a firm, corporation or other entity; and

     (d)  "Purchaser's  Shares" means  9,000,000  common shares of the Purchaser
          issuable to the Vendors in consideration for the Company Shares.


<PAGE>

Captions and Section Numbers
----------------------------

1.02       The  headings  and  section  references  in  this  Agreement  are for
convenience  of reference  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 thereof.

Extended Meanings
-----------------

1.03      The words "hereof", "herein", "hereunder" and similar expressions used
in any clause,  paragraph or section of this Agreement shall relate to the whole
of this  Agreement  and not to that clause,  paragraph or section  only,  unless
otherwise expressly provided.

Number and Gender
-----------------

1.04       Whenever  the  singular  or  masculine  or  neuter  is  used  in this
Agreement,  the same shall be  construed  to mean the plural or feminine or body
corporate where the context of this Agreement or the parties hereto so require.

Section References
------------------

1.05      Any reference to a particular  "article",  "section",  "subsection" or
other subdivision is to the particular article,  section or other subdivision of
this Agreement.

Governing Law
-------------

1.06      This Agreement and all matters arising hereunder shall be governed by,
construed  and enforced in  accordance  with the laws of the State of Nevada and
all disputes arising under this Agreement shall be referred to the Courts of the
State of Nevada.

Currency
--------

1.07      All sums of money to be paid or calculated  pursuant to this Agreement
shall be paid or calculated  in currency of the United  States unless  otherwise
expressly stated.

Schedules
---------

1.08      The  schedules  attached  hereto  are  hereby  incorporated  into this
Agreement and form a part hereof. All terms defined in this Agreement shall have
the same  meaning in such  schedules.  The  schedules to this  Agreement  are as
follows:

     Schedule "A" - The Vendors and Allocation of Purchaser's Shares

                                    ARTICLE 2
                           PURCHASE AND SALE OF SHARES
                           ---------------------------

Purchase and Sale
-----------------

2.01      Upon the terms and  conditions of this  Agreement,  at the Closing the
Vendors  will sell the Company  Shares free and clear of all liens,  charges and
encumbrances to the Purchaser in consideration for the Purchaser's Shares.


                                       2
<PAGE>

Purchase Price
--------------

2.02      The  purchase  price  payable by the  Purchaser to the Vendors for the
Company  Shares is 9,000,000  common shares of the Purchaser with a par value of
$0.0001 per share (the  "Purchase  Price").  The Purchase Price shall be paid to
the  Vendors  at  Closing  by the  Purchaser's  delivery  of share  certificates
representing  the  Purchaser's  Shares  allocated  to the  Vendors as set out in
Schedule "A".

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                         OF THE VENDORS AND THE COMPANY
                         ------------------------------

Representations and Warranties
------------------------------

3.01      The Vendors  and the  Company  jointly  and  severally  represent  and
warrant to the  Purchaser,  with the intent that the Purchaser will rely thereon
in entering into this Agreement and in concluding the transactions  contemplated
hereby, that:

     (a)  the Company is duly incorporated,  validly exists, is in good standing
          with  respect  to the  filing  of  annual  returns  under  the laws of
          Barbados, has the necessary corporate power, authority and capacity to
          own its  property and assets and to carry on its business as presently
          conducted   and  is  duly   licensed  to  carry  on  business  in  all
          jurisdictions in which it presently carries on business;

     (b)  the Company is not a "reporting company" or a "reporting issuer" under
          the laws of the United States of America;

     (c)  the Company owns and  possesses and has good and  marketable  title to
          all of its  properties  and assets,  both real and personal,  free and
          clear of all liens, charges and encumbrances;

     (d)  none of the Company's properties or assets are in the possession of or
          under the control of any other Person;

     (e)  the Company's  financial  statements  have been prepared in accordance
          with  generally  accepted  accounting  principles  applied  on a basis
          consistent  with the  Company's  prior fiscal  periods.  The financial
          statements  present fairly the financial position of the Company as at
          the date thereof and fairly state the Company's income and deficit for
          the period covered thereby;

     (f)  except to the extent  reflected or reserved  against in its  financial
          statements or incurred  subsequent to the date thereof in the ordinary
          and  usual  course  of the  business,  the  Company  does not have any
          outstanding  indebtedness or any  liabilities or obligations  (whether
          accrued, contingent or otherwise);

     (g)  since the date of incorporation of the Company, there has not been:

          (i)  any  changes in the  condition  or  operations  of the  business,
               assets  or   financial   position  of  the  Company   which  are,
               individually or in the aggregate, materially adverse; or

          (ii) any damage,  destruction  or loss or other event,  development or
               condition, of any character (whether or not covered by insurance)
               which is not generally  known or which has not been  disclosed to
               the Purchaser,  which has or may materially and

                                       3
<PAGE>

               adversely  affect  the  business,  assets,  properties  or future
               prospects of the Company;

     (h)  all  material   financial   transactions  of  the  Company  have  been
          accurately  recorded  in the books and records of the Company and such
          books and  records  fairly  present  the  financial  position  and the
          corporate affairs of the Company;

     (i)  since the date of incorporation of the Company, the Company has not:

        (i)    transferred,  assigned,  sold or otherwise disposed of any assets
               or  cancelled  any  debts or  claims  except  in each case in the
               ordinary and usual course of business;

        (ii)   incurred  or  assumed  any  obligation  or  liability  (fixed  or
               contingent), except unsecured current obligations and liabilities
               incurred in the ordinary and normal course of business;

        (iii)  declared or made,  or  committed  itself to make,  any payment of
               any  dividend  or other  distribution  in  respect  of any of its
               shares  or  purchased  or  redeemed  any of its  shares or split,
               consolidated or reclassified any of its shares;

        (iv)   suffered any operating loss or any material extraordinary loss or
               entered into any material  commitment or  transaction  not in the
               ordinary and usual course of business;

        (v)    waived or surrendered any right of substantial value;

        (vi)   made  any  gift of  money or of any  property  or  assets  to any
               Person;

        (vii)  amended  or  changed  or taken any  action to amend or change its
               memorandum or articles;

        (viii) increased  or agreed to increase  the pay of, or paid or agreed
               to pay any  pension,  bonus,  share of profits  or other  similar
               benefit of, any director, employee or officer or former director,
               employee or officer of the Company;

        (ix)   made  payments  of any kind to or on behalf of the Vendors or any
               affiliate  or  associate  of the Vendors or under any  management
               agreement  with the  Company  save and  except  business  related
               expenses and  salaries in the ordinary  course of business and at
               the regular rates payable to them;

        (x)    mortgaged,   pledged,  subjected  to  lien,  granted  a  security
               interest  in  or  otherwise  encumbered  any  of  its  assets  or
               property, whether tangible or intangible; or

        (xi)   authorized or agreed or otherwise have become committed to do any
               of the foregoing;

     (j)  save and except as disclosed in writing to the Purchaser, all accounts
          receivable  have been recorded by the Company in  accordance  with its
          usual  accounting  practices.  The reserve  taken for  doubtful or bad
          accounts is adequate  based on past  experience  of the Company and is
          consistent  with the  accounting  procedures  used by the  Company  in
          previous  fiscal  periods.  There is nothing which would indicate that
          such reserve is not adequate or that a higher reserve should be taken;

                                       4
<PAGE>

     (k)  the Company does not own or possess any material assets;

     (l)  the  Company is not party to,  bound by or  subject to any  indenture,
          mortgage, lease, agreement, instrument, judgment or decree which would
          be  violated or breached  by, or under  which  default  would occur or
          which could be terminated,  cancelled or  accelerated,  in whole or in
          part, as a result of the  execution and delivery of this  Agreement or
          the consummation of any of the transactions provided for herein;

     (m)  there is not any suit, action,  litigation,  arbitration proceeding or
          governmental  proceeding,   including  appeals  and  applications  for
          review, in progress, pending or threatened against, or relating to the
          Company or affecting its assets,  properties  or business  which might
          materially  and  adversely  affect the assets,  properties,  business,
          future prospects or financial  condition of the Company;  and there is
          not  presently  outstanding  against any of the Company any  judgment,
          decree,   injunction,   rule  or  order  of  any  court,  governmental
          department, commission, agency, instrumentality or arbitrator;

     (n)  to the best of the knowledge of the Vendors,  the Company has kept the
          records  required  to be kept by the laws of  Barbados  and any  other
          applicable  corporate  legislation  and such  records are complete and
          accurate  and  contain all minutes of all  meetings of  directors  and
          members of the Company;

     (o)  the Company  holds all permits,  licenses,  consents  and  authorities
          issued by any government or governmental  authority, or any municipal,
          regional or other authority,  or any subdivision  thereof,  including,
          without limitation, any governmental department,  commission,  bureau,
          board or  administrative  agency,  which are necessary or desirable in
          connection  with the conduct and operation of the  Company's  business
          and the  ownership  or  leasing  of its  assets  and the  conduct  and
          operation of the Company's business as the same are now owned, leased,
          conducted or operated and is not in breach of or in default  under any
          term or condition of any thereof;

     (p)  the Company:

          (i)  has filed in a timely  manner all income tax returns and election
               forms and the tax returns of any other  jurisdiction  required to
               be filed  and all such  returns  and forms  have  been  completed
               accurately and correctly in all respects;

          (ii) has paid all taxes  (including  all federal,  provincial,  state,
               local and property taxes, assessments or other imposts in respect
               of its income, business, assets or property) and all interest and
               penalties  thereon with respect to the Company,  for all previous
               years and all  required  instalment  payments due for the current
               fiscal year have been paid;

          (iii) has provided adequate reserves for all taxes;

          and there is no agreement,  waiver or other arrangement  providing for
          an extension of time with respect to the filing of any tax return,  or
          payment of any tax,  governmental  charge or deficiency by the Company
          nor is there any action, suit, proceeding,  investigation or claim now
          threatened or pending against the Company in respect of, or discussion
          underway with any governmental  authority relating to, any such tax or
          governmental charge or deficiency;

                                       5
<PAGE>

          (q)  the Company has not:

               (i)  disposed  of  anything  to a  Person  with  whom  it was not
                    dealing  at arm's  length  for  proceeds  less than the fair
                    market value thereof; or

               (ii) discontinued  carrying  on any  business in respect of which
                    non-capital losses were incurred, and any non-capital losses
                    which  the  Company  has are not  losses  from  property  or
                    business investment losses;

          (r)  the financial  statements and schedules attached to the corporate
               income  tax  returns  as  filed  by the  Company  for each of its
               taxation years reflect and disclose all transactions to which the
               Company was party as required by applicable  revenue laws and all
               of the  transactions  to which the  Company was or is a party are
               reflected or disclosed in such financial statements and schedules
               and the corporate income tax returns;

          (s)  the  authorized  capital of the Company  consists of an unlimited
               number of common shares  without par value,  of which  20,000,000
               common  shares  are  issued  and  outstanding  as fully  paid and
               non-assessable. No Person has any agreement or option, present or
               future, contingent,  absolute or capable of becoming an agreement
               or option or which with the passage of time or the  occurrence of
               any event could become an agreement or option:

              (i)   to require the Company 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
                    the Company;

              (ii)  for the  issue or  allotment  of any of the  authorized  but
                    unissued shares in the capital of the Company;

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

              (iv)  to acquire the Company Shares;

          (t)  the Vendors are the registered  holders and beneficial  owners of
               and have good marketable  title to the Company  Shares,  free and
               clear of all liens, charges and encumbrances whatsoever;

          (u)  the Company Shares have been duly and validly allotted and issued
               and are outstanding as a fully paid and non-assessable  shares in
               the capital of the Company;

          (v)  the Vendors have good and sufficient right and authority to enter
               into this Agreement on the terms and conditions  herein contained
               and to  transfer  the legal and  beneficial  title to the Company
               Shares to the Purchaser;

          (w)  the Company Shares are not subject to any "hold period" under any
               federal, state or provincial laws or under any regulatory  policy
               or rule;

          (x)  this  Agreement  constitutes  a valid,  binding  and  enforceable
               obligation of the Vendors. On Closing,  the Vendors will not be a
               party to, bound by or subject to any indenture,  mortgage, lease,
               agreement,  instrument,  statute,  regulation,  order,  judgment,
               decree or law which would be violated, contravened or breached by
               or under  which  any  default

                                       6
<PAGE>

               would  occur as a result of the  execution  and  delivery  by the
               Vendors of this  Agreement or the  performance  by the Vendors of
               any of the terms hereof;

          (y)  at Closing the Company will not be indebted to the Vendors or any
               employees  of the Company or any  affiliate  or  associate of the
               Vendors, on any account whatsoever.

Survival
--------

3.02      The  representations  and  warranties  contained in section 3.01 shall
survive the completion of the  transactions  contemplated  by this Agreement and
shall  continue  in full  force and  effect  for the  benefit  of the  Purchaser
thereafter,  notwithstanding  any independent  enquiry or  investigation  by the
Purchaser.

Indemnity
---------

3.03      The Vendors covenant to indemnify and hold harmless the Purchaser from
and against any loss, claims, damages, liability,  expenses and costs, including
any payment made in good faith in  settlement  of any claim or potential  claim,
arising from any of the representations and warranties set forth in section 3.01
being incorrect or breached.

                                    ARTICLE 4
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
                 -----------------------------------------------

4.01      The Purchaser  represents and warrants to the Vendors and the Company,
with the intent that the Vendors and the Company  will rely  thereon in entering
into this  Agreement and in concluding  the  transactions  contemplated  hereby,
that, to the best of its knowledge, information and belief:

          (a)  the  Purchaser  was duly  incorporated  in the state of Nevada on
               October  29,  1999.  The  Purchaser  is a  valid  and  subsisting
               corporation  in good standing  under the laws of Nevada,  has the
               necessary  corporate  power,  authority  and  capacity to own its
               property  and assets and to carry on its  business  as  presently
               conducted  and is duly  licensed  to  carry  on  business  in all
               jurisdictions in which it presently carries on business;

          (b)  the Purchaser is not a "reporting  company"  under the Securities
               Exchange Act of 1934;

          (c)  the  Purchaser's  Financial  Statements  have  been  prepared  in
               accordance with generally accepted  accounting  principles of the
               United States of America (U.S. GAP) applied on a basis consistent
               with  the  Purchaser's  prior  fiscal  periods.  The  Purchaser's
               Financial Statements present fairly the financial position of the
               Purchaser as at the date thereof and fairly state the Purchaser's
               income and deficit for the period covered thereby;

          (d)  the authorized  capital of the Purchaser  consists of 100,000,000
               common  shares of which  19,223,000  common shares are issued and
               outstanding as fully paid and  non-assessable.  No Person has any
               agreement or option, present or future,  contingent,  absolute or
               capable  of  becoming  an  agreement  or option or which with the
               passage of time or the  occurrence  of any event could  become an
               agreement or option:

               (i)  to  require  the  Purchaser  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
                    the Purchaser;

                                       7
<PAGE>

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

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

               (iv) to acquire the Purchaser's Shares;

          (e)  the  Purchaser's  shares have been duly and validly  allotted and
               issued and are  outstanding  as a fully  paid and  non-assessable
               shares in the capital of the Purchaser;

          (f)  the  Purchaser  has good and  sufficient  right and  authority to
               enter  into this  Agreement  on the terms and  conditions  herein
               contained;

          (g)  this  Agreement  constitutes  a valid,  binding  and  enforceable
               obligation of the Purchaser.  On Closing,  the Purchaser will not
               be a party to,  bound by or subject to any  indenture,  mortgage,
               lease,  agreement,   instrument,   statute,  regulation,   order,
               judgement, decree or law which would be violated,  contravened or
               breached by or under which any default would occur as a result of
               the execution and delivery by the Purchaser of this  Agreement or
               the performance by the Purchaser of any of the terms hereof;

          (h)  at Closing, the Purchaser will not be indebted to any party;

          (i)  The current sole  director and officer of the  Purchaser is Keith
               A. Ebert;

Survival
--------
4.02      The  representations  and  warranties  contained in section 4.01 shall
survive the completion of the  transactions  contemplated  by this Agreement and
shall  continue  in full force and effect for the benefit of the Company and the
Vendors thereafter,  notwithstanding any independent enquiry or investigation by
such parties.

Indemnity
---------

4.03      The Purchaser covenants to indemnify and hold harmless the Company and
the Vendors from and against any loss, claims, damages, liability,  expenses and
costs,  including  any payment made in good faith in  settlement of any claim or
potential  claim,  arising from any of the  representations  and  warranties set
forth in section 4.01 being incorrect or breached.

                                    ARTICLE 5
                       CONDITIONS PRECEDENT TO COMPLETION
                       ----------------------------------

Conditions Precedent to Obligation of the Purchaser
---------------------------------------------------

5.01      The  obligation of the Purchaser to carry out the terms and conditions
of this Agreement is subject to and conditional upon the fulfilment,  on Closing
of the following conditions:

          (a)  the representations and warranties of the Vendors and the Company
               set out in  Article 3 shall be true and  correct at and as of the
               Closing as if such  representations  and warranties  were made at
               and as of the Closing;

                                      8

<PAGE>

          (b)  the  Vendors   shall  have   performed   and  complied  with  all
               agreements,  covenants and conditions  required by this Agreement
               to be performed or complied  with by the Vendors on or before the
               Closing; and

5.02      The conditions  described in section 5.01 are  conditions  only to the
Purchaser  being  required to complete  the  transactions  contemplated  by this
Agreement and are not conditions to the existence of a binding agreement. If the
conditions  described  in section  5.01 have not been  satisfied or waived at or
prior to the Closing, the Purchaser may elect not to complete.

5.03      All of the  conditions  precedent  set out in section 5.01 are for the
sole and exclusive  benefit of the  Purchaser and may be waived,  in whole or in
part,  by notice in writing to the Vendors.  Subject to section  7.02,  all such
conditions precedent shall merge in the closing documents on Closing.

Conditions Precedent to Obligation of the Vendors
-------------------------------------------------

5.04      The obligation of the Vendors to carry out the terms and conditions of
this Agreement is subject to and conditional  upon the fulfilment,  on or before
the Closing of the Purchaser  having performed and complied with all agreements,
covenants and conditions  required by this Agreement to be performed or complied
with by the Purchaser on or before the Closing.

5.05      The conditions  described in section 5.04 are  conditions  only to the
Vendors  being  required  to  complete  the  transactions  contemplated  by this
Agreement and are not  conditions to the  existence of a binding  agreement.  If
such  conditions  have not been  satisfied or waived at or prior to the Closing,
the Vendors may elect not to complete.

5.06      The conditions  precedent set out in section 5.04 are for the sole and
exclusive  benefit of the  Vendors  and may be waived,  in whole or in part,  by
notice in writing to the Purchaser. Subject to section 7.02, all such conditions
precedent shall merge in the closing documents on Closing.

5.07      The Vendors covenant and agree as follows:

     (a)  to vote in favour of all resolutions placed before shareholders of the
          Company which are contemplated hereunder;

     (b)  to provide  full  access to the books,  records  and  property  of the
          Company and to cooperate  and provide  assistance  to the Purchaser in
          connection with all filings with and approvals required as a result of
          the transactions contemplated hereunder; and

     (c)  not to do or cause to be done anything  outside the ordinary course of
          business of the Company and to not purchase  any assets or  properties
          which collectively exceed a value of $10,000.

5.08      The Purchaser  covenants and agrees to maintain  confidentiality  with
respect to the business and affairs of the Company  resulting from the review by
the Purchaser of the books and records of the Company.

                                       9
<PAGE>
                                    ARTICLE 6
                                     CLOSING
                                     -------

Time and Place of Closing
-------------------------

6.01      The purchase and sale of the Company Shares and the other transactions
contemplated  by this Agreement  shall be completed at 10:00 a.m. (local time in
Bridgetown,  Barbados)  on the Closing  date at the offices of the Company or at
such other time and place as may be agreed to by the parties.

Closing Documents
-----------------

6.02      At the  Closing,  the  Vendors  shall  deliver  to the  Purchaser  the
following:

     (a)  share  certificates  representing the Company Shares duly endorsed for
          transfer to the Purchaser;

     (b)  the  corporate  minute  book and all  other  books and  corporate  and
          financial records of the Company;

     (c)  the common seal of the Company;

     (d)  a legal opinion satisfactory to counsel for the Purchaser; and

     (e)  such other documents and instruments that may be necessary to complete
          the transactions contemplated hereunder.

6.03      At the Closing,  the Purchaser  shall deliver or cause to be delivered
to the Vendors the  Purchase  Price for the Company  Shares in  accordance  with
section 2.01 and such other documents and  instruments  that may be necessary to
complete the transactions contemplated hereunder.


                                    ARTICLE 7
                               GENERAL PROVISIONS
                               ------------------

Notices
-------

7.01      All  notices,  requests,  demands and other  communications  hereunder
shall be in writing and shall be deemed to have been duly given if  delivered by
hand, faxed or mailed postage prepaid addressed as follows:

To the Company:

                           CYOP Systems Inc.
                           Suite 29, 1st Floor
                           Beckwith Mall, Lower Broad Street
                           Bridgetown, Barbados

                           Facsimile:  (246)435-1429

To the Vendors:

                           Shareholders of CYOP Systems Inc.
                           Suite 29, 1st Floor
                           Beckwith Mall, Lower Broad Street
                           Bridgetown, Barbados

                           Facsimile:  (246)435-1429

                                       10
<PAGE>

To the Purchaser:

                           CYOP Systems International Incorporated
                           Suite 880
                           50 West Liberty Street
                           Reno, Nevada  89501   USA

                           Facsimile:  (604)688-4933

or to such other  address as may be given in writing by the parties and shall be
deemed to have been received,  if delivered by hand, on the date of delivery, if
faxed to the facsimile numbers set out above, on the business day next following
the date of  transmission  and if mailed as aforesaid to the  addresses  set out
above then on the fifth business day following the posting thereof provided that
if there  shall be  between  the time of mailing  and the actual  receipt of the
notice a mail strike,  slowdown or other labour  dispute  which might affect the
delivery of the notice by the mails,  then the notice shall only be effective if
actually delivered or faxed to the facsimile numbers set out above.

Non-Merger
----------

7.02      Notwithstanding  the completion of the  transactions  contemplated by
this Agreement, the waiver of any condition contained herein (unless such waiver
expressly releases a party from any such representation,  warranty,  covenant or
agreement)  or any  investigation  made by the  Purchaser  or the  Vendors,  the
representations,  warranties,  covenants and agreements of the parties set forth
herein  shall  survive  the Closing and will remain in full force and effect and
shall not be  extinguished  or merged in any way by the delivery or recording of
any deed or any other  instrument  relating  to the Shares or the Company or the
completion of the transactions contemplated by this Agreement.

Time of Essence
---------------

7.03      Time is hereby  expressly  made of the essence of this  Agreement with
respect to the performance by the parties of their respective  obligations under
this Agreement.

Binding Effect
--------------

7.04      This  Agreement  shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors,  administrators,  personal
representatives, successors and assigns.

Entire Agreement
----------------

7.05      This Agreement  constitutes the entire  agreement  between the parties
with  respect to the subject  matter  hereof and shall  supersede  all  previous
expectations,  understandings,  communications,  representations  and agreements
whether verbal or written between the parties with respect to the subject matter
hereof.

Further Assurances
------------------

7.06      Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further and other things
as may be necessary  or desirable to implement  and carry out the intent of this
Agreement.



                                       11
<PAGE>


Amendments
----------

7.07      No amendment to this  Agreement  shall be valid unless it is evidenced
by a written agreement executed by all of the parties hereto.

Counterparts
------------

7.08      This Agreement may be executed in counterpart and/or by facsimile.

         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement on
the day and year first above written.

THE COMMON SEAL OF                                )
CYOP SYSTEMS INC.                                 )
was hereunto affixed in the presence of:          )
                                                  )        c/s
(signed)                                          )
--------
Authorized Signatory                              )


CYOP SYSTEMS INC. SHAREHOLDERS:
------------------------------

GREENDAY INC.

Per:     /s/ Michael W. Taylor
         ----------------------
         Michael W. Taylor, Director

CASKA TRUST                                             JAZZCO TRUST

Per:     (signed)                              Per:     (signed)
         ----------------------                         ------------------------
         Authorized Signatory                           Authorized Signatory

LANCASTER ESTATE TRUST

Per:     (signed)

         Authorized Signatory

/s/ Mitch White                                      /s/ Andrea Rewa Carley
-------------------------------                      --------------------------
Mitch White                                                   Andrea Rewa Carley

THE COMMON SEAL OF                                       )
CYOP SYSTEMS INTERNATIONAL INCORPORATED                  )
was hereunto affixed in the presence of:                 )
                                                         )        c/s
/s/ Keith Ebert, President and Director                  )
---------------------------------------                  )
Keith Ebert                                              )


                                       12

<PAGE>

                                  SCHEDULE "A"

                THE VENDORS AND ALLOCATION OF PURCHASER'S SHARES

<TABLE>
<CAPTION>

                                NUMBER OF                   NUMBER OF CYOP SYSTEMS
                             CYOP SYSTEMS INC.            INTERNATIONAL INCORPORATED
NAME OF SHAREHOLDER           SHARES OWNED                   SHARES TO BE RECEIVED
-------------------           ------------                   ---------------------

<S>                              <C>                                   <C>
Greenday Inc.                    8,000,000                             4,000,000
Andrea Carley                    1,000,000                               500,000
Mitch White                      1,000,000                               500,000
Caska Trust                      2,500,000                             1,250,000
Jazzco Trust                     2,500,000                             1,250,000
Lancaster Estate Trust           3,000,000                             1,500,000
                                 -----------------------------------------------

TOTALS:                         18,000,000                             9,000,000
</TABLE>