EXHIBIT 10.47




                            SHARE EXCHANGE AGREEMENT

MADE EFFECTIVE AS OF THE 7th DAY OF AUGUST 2000 (the "Effective Date"),

BETWEEN:  E*Comnetrix  Inc.  (formerly,  USV  Telemanagement,  Inc.),  a company
incorporated  under the laws of the Canada and having an office at 100 Shoreline
Highway, Building B, Suite 386, Mill Valley, CA 94941 ("E*Comnetrix");

AND:         JOSEPH KARWAT ("Karwat"), of 1868 Drake Street , Oakland, CA 94611,
         and the shareholders who execute and deliver this Agreement;


         (collectively, the "Shareholders" and individually, a "Shareholder");

AND:         MOVING  BYTES, INC., a Nevada  corporation having an office at 180
         Grand Avenue, Suite 450, Oakland, California 94612 ("MOVINGBYTES");

WHEREAS:

     A.   The  authorized  share capital of  MOVINGBYTES  consists of 20,000,000
          shares of common  stock of which  570,317  are issued and  outstanding
          (each  an  "MOVINGBYTES  Share"  and  collectively,  the  "MOVINGBYTES
          Shares").

     B.   Each Shareholder  legally and beneficially owning the number of shares
          and the percentage of the issued and outstanding  MOVINGBYTES  Shares,
          set beside  such  shareholder's  on Schedule  A;  attached  hereto and
          incorporated by this reference;

     C.   The   Shareholders   and  E*Comnetrix  have  agreed  to  exchange  the
          MOVINGBYTES Shares for common shares of E*Comnetrix,  on the terms and
          conditions described in this Agreement (the "Share Exchange");

1.   SHARE EXCHANGE

     1.1 Subject to the terms and conditions of this Agreement, the Shareholders
shall transfer at least Fifty One (51%) of the MOVINGBYTES Shares to E*Comnetrix
in exchange for $0.001 US per share payable by delivery of immediately available
funds.

     1.2 Except as expressly  noted  otherwise,  the  transactions  contemplated
under this  Agreement  shall be completed (the  "Completion")  at the offices of
E*Comnetrix at 100 Shoreline Hwy., Ste. 386B, Mill Valley, California 9494 or at
such other place as may be agreed  between the parties,  at 5 p.m. local time in
Pacific time, or at such other time as may be agreed  between the parties,  (the
"Time of Closing") on or before September 15, 2000, or on such other date as may
be agreed between the parties (the "Closing Date").

2.       CONDITIONS PRECEDENT

     2.1 E*Comnetrix's  obligations to carry out the terms of this Agreement and
to complete its  transactions  contemplated  under this Agreement are subject to
the  fulfilment  to the  satisfaction  of  E*Comnetrix  of each of the following
conditions that:
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     (a)  as of the Time of Closing,  each of the  Shareholders  and MOVINGBYTES
          (collectively,  the "MOVINGBYTES  Group") shall have complied with all
          of  their  respective  covenants  and  agreements  contained  in  this
          Agreement;

     (b)  at Closing, the MOVINGBYTES Group shall transfer,  or will cause to be
          transferred,  to  E*Comnetrix  at least Fifty One percent (51%) of the
          issued and  outstanding  MOVINGBYTES  Shares  (the  percentage  of the
          issued and outstanding  MOVINGBYTES Shares exchanged shall be referred
          to as the "Exchange Percentage");

     (c)  as  of  the  Time  of  Closing,   the  MOVINGBYTES  Group  shall  have
          transferred,  or  will  cause  to be  transferred,  to  E*Comnetrix  a
          percentage of the issued and outstanding shares of Moving Bytes, Inc.,
          a Nevada corporation, equal to the Exchange Percentage;

     (d)  as of the Time of Closing,  the representations and warranties of each
          of the  MOVINGBYTES  Group contained in this Agreement or contained in
          any  certificates  or documents  delivered by any of them  pursuant to
          this Agreement shall be completely true as if such representations and
          warranties had been made as of the Time of Closing;

     (e)  MOVINGBYTES  shall have  presented to  E*Comnetrix  audited  financial
          statements for the year ended December 31, 1999, and interim financial
          statements  for the fiscal  period  ended June 30,  2000,  each to the
          reasonable satisfaction of E*Comnetrix;

     (f)  MOVINGBYTES shall have no outstanding options or warrants;

     (g)  MOVINGBYTES shall have only one Director who is Karwat; and

     The conditions set forth above are for the exclusive benefit of E*Comnetrix
     and may be  waived  by  E*Comnetrix  in  whole or in part at any time at or
     before the Time of Closing.

     2.2 The Shareholders'  obligations to carry out the terms of this Agreement
and to complete the transactions  contemplated  under this Agreement are subject
to the  fulfilment to their  satisfaction  of each of the  following  conditions
that:

     (a)  as of the Time of Closing, E*Comnetrix shall have complied with all of
          its covenants and agreements contained in this Agreement; and

     (b)  as of the Time of  Closing,  the  representations  and  warranties  of
          E*Comnetrix   contained   in  this   Agreement  or  contained  in  any
          certificates  or documents  delivered by it pursuant to this Agreement
          shall be completely true as if such representations and warranties had
          been made by E*Comnetrix as of the Time of Closing.

The conditions set forth above are for the exclusive benefit of the Shareholders
and may be waived by the  Shareholders in whole or in part at or before the Time
of Closing.

     2.3 The  parties  acknowledge  and  agree  each  with the  other  that this
Agreement  and all of the  transactions  contemplated  under this  Agreement are
subject  to receipt  of any  regulatory  approvals  that may be  required  under
applicable  laws. If any such approvals are required but are not obtained by the
Closing Date,  then this Agreement shall terminate and be of no further force or
effect.

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<PAGE>

3.   COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS

     3.1 Each of the  MOVINGBYTES  Group  jointly and  severally  covenants  and
agrees with E*Comnetrix that each of the MOVINGBYTES Group shall:

     (a)  from and  including  the  Effective  Date through to and including the
          Time of Closing, permit E*Comnetrix,  through its directors, officers,
          employees and authorized agents and representatives,  at E*Comnetrix's
          own  cost,  full  access  to  the  books,   records  and  property  of
          MOVINGBYTES  including,   without  limitation,   all  of  the  assets,
          contracts,  correspondence,  accounts and minute books of MOVINGBYTES,
          so as to permit E*Comnetrix to make such investigation ("E*Comnetrix's
          Investigation") of MOVINGBYTES as E*Comnetrix considers advisable;

     (b)  provide to E*Comnetrix  all such further  documents,  instruments  and
          materials  and do all  such  acts and  things  as may be  required  by
          E*Comnetrix  to obtain any  regulatory  approvals that may be required
          under applicable laws;

     (c)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  do all such acts and things that may be necessary to
          ensure that all of the  representations  and warranties of each of the
          MOVINGBYTES  Group contained in this Agreement or any  certificates or
          documents  delivered by any of them pursuant to this Agreement  remain
          true and correct;

     (d)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  preserve  and protect all of the  goodwill,  assets,
          business and  undertaking of  MOVINGBYTES  and,  without  limiting the
          generality of the foregoing, carry on the development of the assets of
          MOVINGBYTES in a reasonable and prudent manner; and

     (e)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  keep confidential all discussions and communications
          (including all information  communicated therein) between the parties,
          and all written and printed materials of any kind whatsoever exchanged
          by the parties, except only any information or material that:

          (i)  was in the  public  domain at the time of  disclosure  to a party
               (the "Recipient");

          (ii) was  already  in  the  possession  of  the  Recipient   prior  to
               disclosure,  as  demonstrated by the Recipient  through  tangible
               evidence;

          (iii)subsequently  enters  the public  domain  through no fault of the
               Recipient  or any  officer,  director,  employee  or agent of the
               Recipient; or

          (iv) is required to be  disclosed  by law or by a court or  regulatory
               authority of competent jurisdiction;

          and, if so requested by  E*Comnetrix,  each of the  MOVINGBYTES  Group
          shall arrange for any director, officer, employee, authorized agent or
          representative  of any member of the MOVINGBYTES  Group to enter into,
          and each of the  MOVINGBYTES  Group  themselves  shall enter  into,  a
          non-disclosure  agreement  with  E*Comnetrix  in a form  acceptable to
          E*Comnetrix acting reasonably.

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<PAGE>

     (f)  not issue any shares or other  securities of MOVINGBYTES or any of its
          subsidiaries;

     (g)  not  declare,  pay,  authorise  or  make  any  dividend,   payment  or
          distribution of any kind or nature to its  shareholders or redeemed or
          purchased or otherwise acquire any of its capital stock or agree to do
          so;

     (h)  not waive any rights of material value;

     (i)  not enter into any  transaction or into any contracts or agreements or
          modifications  or  cancellations  thereof,  other than in the ordinary
          course of business;

     (j)  not make or authorise any payment to officers,  directors or employees
          in their  capacity as such except in the  ordinary  course of business
          and at rates of salary,  bonus or other  remuneration  consistent with
          remuneration of previous years; and

     (k)  not use any funds  other than in the  ordinary  course of  business as
          theretofore carried on.

     3.2 Each of the  MOVINGBYTES  Group  jointly and  severally  covenants  and
agrees with  E*Comnetrix  that, from and including the Effective Date through to
and including the Time of Closing, each of the MOVINGBYTES Group shall not:

     (a)  do any act or thing that would render any  representation  or warranty
          of any of the  MOVINGBYTES  Group  contained in this  Agreement or any
          certificates  or documents  delivered by any of them  pursuant to this
          Agreement untrue or incorrect; nor

     (b)  sell,  encumber or dispose of, or  negotiate  with any other person in
          respect of a sale,  encumbrance  or  disposition  of, the  MOVINGBYTES
          Shares or any other shares, goodwill,  assets, business or undertaking
          of MOVINGBYTES.

     3.3 Each of the MOVINGBYTES Group jointly and severally acknowledges to and
agrees with E*Comnetrix that E*Comnetrix's  Investigation  shall in no way limit
or  otherwise  adversely  affect  the  rights of  E*Comnetrix  as  provided  for
hereunder  in  respect  of the  representations  and  warranties  of each of the
MOVINGBYTES  Group  contained  in  this  Agreement  or in  any  certificates  or
documents delivered by any of them pursuant to this Agreement.

     3.4  E*Comnetrix  covenants  and  agrees  with the  MOVINGBYTES  Group that
E*Comnetrix shall:

     (a)  use its reasonable best efforts to obtain any regulatory approvals for
          this Agreement and the transactions contemplated hereunder required by
          applicable laws on or before the Closing Date;

     (b)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  do all such acts and things that may be necessary to
          ensure that all of the  representations  and warranties of E*Comnetrix
          contained  in  this  Agreement  or in any  certificates  or  documents
          delivered by it pursuant to this Agreement remain true and correct;

     (c)  from and  including  the  Effective  Date through to and including the
          Time of  Closing,  subject to its legal  reporting  obligations,  keep
          confidential  all  discussions  and   communications   (including  all
          information communicated therein) between the parties,

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<PAGE>

          and all written and printed materials of any kind whatsoever exchanged
          by the parties, except only any information or material that:

          (i)  was in the  public  domain at the time of  disclosure  to a party
               (the "Recipient");

          (ii) was  already  in  the  possession  of  the  Recipient   prior  to
               disclosure,  as  demonstrated by the Recipient  through  tangible
               evidence;

          (iii)subsequently  enters  the public  domain  through no fault of the
               Recipient  or any  officer,  director,  employee  or agent of the
               Recipient;  or

          (iv) is required to be  disclosed  by law or by a court or  regulatory
               authority of competent jurisdiction; and

               and, if so requested by  MOVINGBYTES,  E*Comnetrix  shall arrange
               for  any  director,   officer,  employee,   authorized  agent  or
               representative  of  E*Comnetrix  to enter into,  and  E*Comnetrix
               itself  shall  enter  into,  a   non-disclosure   agreement  with
               MOVINGBYTES   in  a  form   acceptable  to   MOVINGBYTES   acting
               reasonably.

     3.5 E*Comnetrix  covenants and agrees with the MOVINGBYTES Group that, from
and including  the Effective  Date through to and including the Time of Closing,
E*Comnetrix  shall not do any act or thing that would render any  representation
or warranty of E*Comnetrix  contained in this Agreement or any  certificates  or
documents delivered by it pursuant to this Agreement untrue or incorrect.

4.      REPRESENTATIONS AND WARRANTIES

     4.1 In  order to  induce  E*Comnetrix  to enter  into  this  Agreement  and
complete  its  transactions  contemplated  hereunder,  each of the  Shareholders
jointly  and  severally   represents  and  warrants  to  E*Comnetrix  that:  (a)
MOVINGBYTES was duly incorporated under the laws of Nevada and:

          (i)  is not a "reporting  company" within the meaning of Section 12 of
               the  Securities  Exchange Act of 1934, as amended (the  "Exchange
               Act"), and is not subject to any statutory registration or filing
               requirements applicable to public reporting companies;

          (ii) has  the  power,  authority  and  capacity  to  enter  into  this
               Agreement and carry out its terms; and

          (iii)is in good  standing  with  respect  to the  filing of all annual
               reports required under the laws of Nevada;

     (b)  the Directors and Officers of MOVINGBYTES are as follows:


          (i)  Joseph Karwat - Director, President, and Chief Financial Officer;

          (c)  the  authorized and issued share capital of MOVINGBYTES is as set
               forth in Recital A of this Agreement;

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<PAGE>

          (d)  except  for  the  MOVINGBYTES  Shares,  there  are no  documents,
               instruments  or  other  writings  of any  kind  whatsoever  which
               constitute a security of MOVINGBYTES  and,  except as is provided
               for by  operation  of  this  Agreement,  there  are  no  options,
               agreements or rights of any kind  whatsoever to acquire  directly
               or indirectly any other shares of MOVINGBYTES;

          (e)  Attached  hereto as  Exhibit  4.1(e) are the true,  accurate  and
               correct Articles of Incorporation  and Bylaws of MOVINGBYTES,  as
               amended (the "Corporate Documents"), which have not been altered,
               and a certificate  of good standing for  MOVINGBYTES as issued by
               the State of  Nevada  and dated  within  thirty  (30) days of the
               Closing Date;

          (f)  all  of  the  material  transactions  of  MOVINGBYTES  which  are
               required  to be recorded or filed in or with the books or records
               of  MOVINGBYTES  have been  promptly  and properly so recorded or
               filed and the minute books of MOVINGBYTES  contain all records of
               the meetings and proceedings of the shareholders and directors of
               MOVINGBYTES its incorporation;

          (g)  MOVINGBYTES  hold all  licences and permits that are required for
               carrying on its business in the manner in which such business has
               been carried on;

          (h)  MOVINGBYTES is the registered and beneficial owner of all rights,
               title and interest in and to all tangible and intangible property
               (collectively the "Assets")  associated with all business carried
               on by MOVINGBYTES,  including without limitation assets listed on
               Schedule  4.1(h)  to  this   Agreement,   subject  only  to  such
               qualifications  and  limitations  as are  indicated  in  Schedule
               4.1(h);

          (i)  MOVINGBYTES  has good and marketable  exclusive  title to each of
               the Assets free and clear of all liens,  charges and encumbrances
               of any  kind  whatsoever  save  and  except  those  specified  as
               "Permitted  Encumbrances"  on Schedule  4.1(i) to this Agreement.
               MOVINGBYTES  owns or has the right to use, without payment to any
               other  person,  all  intellectual  property  ("IP")  used  in its
               business,  or  portions  thereof,  free and clear of all liens or
               other encumbrances. MOVINGBYTES has no notice or knowledge of any
               objection  or claim being  asserted by any Person with respect to
               the ownership, validity,  enforceability or use of any such IP or
               challenging or questioning the validity or  effectiveness  of any
               license relating thereto. The conduct of MOVINGBYTES's  business,
               as  presently  conducted  and as proposed to be  conducted do not
               violate,  conflict or infringe  any  contract,  license,  patent,
               copyright,   trademark,   trade  secret,  or  other  intellectual
               property rights,  or privacy,  publicity or similar rights of any
               other person.  There are no unresolved conflicts with, or pending
               claims of, any other person,  whether in litigation or otherwise,
               involving  the IP,  and there are no liens or rights of any other
               person,  including moral rights,  which would prevent MOVINGBYTES
               from fulfilling its obligations under this Agreement. No activity
               of any  employee  of  MOVINGBYTES  as or  while  an  employee  of
               MOVINGBYTES  has  caused  a  violation  of any  trade  secret  of
               MOVINGBYTES;

          (j)  each  item of  machinery  and  equipment  of any kind  whatsoever
               comprised in the Assets is in reasonable  operating condition and
               in a state of  reasonable  maintenance  and  repair  taking  into
               account its age and use;

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<PAGE>

          (k)  all  deposit,  savings,  investment  and  brokerage  accounts and
               safety deposit boxes of MOVINGBYTES are listed on Schedule 4.1(k)
               attached hereto;

          (l)  MOVINGBYTES  has the  corporate  power to own the assets it owns,
               and to  carry  on the  business  carried  on by it,  and is  duly
               qualified to carry on business in all  jurisdictions  in which it
               carries on business;

          (m)  the financial statements of MOVINGBYTES for the periods ending 31
               December  1999 and June 30, 2000  (collectively,  the  "Financial
               Statements"),  copies of which are  attached  hereto as  Schedule
               4.1(m) have been prepared in accordance  with generally  accepted
               accounting  principles applied on a consistent basis and are true
               and correct in every  material  respect  and  present  fairly and
               accurately  the financial  position and results of the operations
               of MOVINGBYTES for the periods then ended,  and there has been no
               material adverse change to the financial  position of MOVINGBYTES
               since the date of the last of the Financial Statements;

          (n)  save for any costs and expenses arising in the ordinary course of
               business, all material outstanding  liabilities,  whether direct,
               indirect,  absolute,  contingent  or  otherwise,   whatsoever  of
               MOVINGBYTES  have been disclosed in writing to E*Comnetrix  prior
               to the Effective  Date, and the total  liabilities of MOVINGBYTES
               do not exceed $o;

          (o)  except as set forth on Schedule 4.1(o) of this Agreement:

               (i)  no dividends or other  distributions  of any kind whatsoever
                    on any shares in the capital of  MOVINGBYTES  has been made,
                    declared or authorized;

               (ii) no new  machinery or equipment  of any kind  whatsoever  has
                    been  ordered by, or  installed or assembled on the premises
                    of, MOVINGBYTES;

               (iii)MOVINGBYTES  is not  indebted  to  any of the  Shareholders,
                    except in  respect of  miscellaneous  expenses  incurred  on
                    behalf of MOVINGBYTES which do not exceed, in the aggregate,
                    US$5,000;

               (iv) none of the  Shareholders or any other officer,  director or
                    employee of MOVINGBYTES  is indebted or under  obligation to
                    MOVINGBYTES on any account whatsoever; and

               (v)  MOVINGBYTES  has not  guaranteed  or agreed to guarantee any
                    debt,  liability or other  obligation of any kind whatsoever
                    of any person, firm or corporation of any kind whatsoever;

          (p)  since 31 December  1999,  and up to the Effective  Date except as
               set forth on Schedule 4.1(p):

               (i)  there has not been any material  adverse  change of any kind
                    whatsoever  in  the  financial   position  or  condition  of
                    MOVINGBYTES, or any damage, loss or other change of any kind
                    whatsoever  in   circumstances   materially   affecting  the
                    business or Assets of  MOVINGBYTES  or the right or capacity
                    of MOVINGBYTES to carry on its business;

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<PAGE>

               (ii) MOVINGBYTES  has not waived or surrendered  any right of any
                    kind whatsoever of material value;

               (iii)except as may be expressly  permitted  under this Agreement,
                    MOVINGBYTES has not discharged,  satisfied or paid any lien,
                    charge or encumbrance  of any kind  whatsoever or obligation
                    or  liability  of any kind  whatsoever  other  than  current
                    liabilities in the ordinary course of its business;

               (iv) MOVINGBYTES  has not issued  authorised the issuancee of any
                    shares or other securities;

               (v)  MOVINGBYTES has not declared,  paid,  authorized or made any
                    dividend,  payment or  distribution of any kind or nature to
                    its  shareholders  or redeemed  or  purchased  or  otherwise
                    acquired any of its capital stock or agreed to do so;

               (vi) MOVINGBYTES has not entered into any transaction or into any
                    contracts or agreements or  modifications  or  cancellations
                    thereof, other than in the ordinary course of business; and

               (vii)MOVINGBYTES  has  not  made or  authorized  any  payment  to
                    officers,  directors or employees in their  capacity as such
                    except in the  ordinary  course of business  and at rates of
                    salary,   bonus  or  other   remuneration   consistent  with
                    remuneration of previous years;

          (q)  the   directors,   officers,   key  employees   and   independent
               contractors  and  consultants  of  MOVINGBYTES,  and all of their
               compensation arrangements with MOVINGBYTES, whether as directors,
               officers, employees,  independent contractors or consultants, are
               as listed on Schedule 4.1(q) to this Agreement;

          (r)  no payments of any kind  whatsoever  have been made or authorized
               by  MOVINGBYTES  directly or indirectly to or on behalf of any of
               the  Shareholders  or  any  of  the  directors,   officers,   key
               employees,  independent contractors or consultants of MOVINGBYTES
               except  in  accordance  with  those   compensation   arrangements
               specified on Schedule 4.1(r) to this Agreement;

          (s)  there are no pension,  profit sharing, group insurance or similar
               plans or other deferred compensation plans of any kind whatsoever
               affecting  MOVINGBYTES  other than those,  if any,  specified  on
               Schedule 4.1(s) to this Agreement;

          (t)  MOVINGBYTES  is not  now,  nor has it ever  been,  a party to any
               collective  agreement with any labour union or other  association
               of employees of any kind  whatsoever,  no  collective  bargaining
               agent has been certified in respect of MOVINGBYTES,  and there is
               no  application   pending  for   certification  of  a  collective
               bargaining agent in respect of MOVINGBYTES;

          (u)  the contracts and agreements  included on Schedule 4.1(u) to this
               Agreement  to  this   Agreement   (collectively   the   "Material
               Contracts")   constitute  all  of  the  material   contracts  and
               agreements of MOVINGBYTES;

          (v)  except  as may be  noted  on the  appropriate  Schedule  to  this
               Agreement,  the Material  Contracts  are in good  standing in all
               material respects and not in default in any respect;

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          (w)  MOVINGBYTES has not licensed, leased, transferred, disposed of or
               encumbered  any of the Assets in any way, or permitted  any third
               party  access  to any of the  Assets  the  value of which  may be
               compromised  by such access,  including in particular  the source
               code to any computer software,  any subscriber lists or any trade
               secret  information  included  in  the  Assets,  except  only  in
               accordance with the terms of the Material Contracts;

          (x)  no third party privacy or intellectual property rights, including
               without  limitation,  copyright,  trade secret or patent  rights,
               were violated in the creation,  compilation or acquisition of, or
               are violated by the use of, any of the Assets by  MOVINGBYTES  or
               by any party through whom MOVINGBYTES acquired title or a license
               or to whom  MOVINGBYTES  has  granted a license in respect of the
               Assets,  and  in  particular  the  use  of the  Domain  Names  by
               MOVINGBYTES does not infringe upon or induce or contribute to the
               infringement of any  intellectual  property  rights,  domestic or
               foreign, of any other person;

          (y)  MOVINGBYTES  is not in  material  breach of any  applicable  law,
               ordinance,  statute,  regulation,  by-law, order or decree of any
               kind whatsoever  including,  without  limitation,  any applicable
               securities laws;

          (z)  all tax returns and reports of  MOVINGBYTES  that are required by
               law to have  been  filed  have been  filed and are  substantially
               true,  complete  and correct  and all taxes and other  government
               charges of any kind  whatsoever of MOVINGBYTES  have been paid or
               disclosed in writing to E*Comnetrix  before  E*Comnetrix  entered
               into this Agreement;

     (aa) MOVINGBYTES has not:

          (i)  made any  election  under any  applicable  tax  legislation  with
               respect to the  acquisition  or  disposition  of any  property at
               other than fair market value;

          (ii) acquired any  property for proceeds  greater than the fair market
               value thereof; or

          (iii)disposed of anything for proceeds less than the fair market value
          thereof;

     (bb) MOVINGBYTES  has made all  elections  required to have been made under
          any  applicable tax  legislation  in connection  with any dividends or
          other  distributions  made by MOVINGBYTES  and all such elections were
          true and  correct  and filed in the  prescribed  form and  within  the
          prescribed time period;

     (cc) adequate  provision has been made for taxes payable by MOVINGBYTES for
          the current  period for which tax  returns are not yet  required to be
          filed and there are no agreements,  waivers or other  arrangements  of
          any kind whatsoever providing for an extension of time with respect to
          the  filing  of  any  tax  return  by,  or  payment  of,  any  tax  or
          governmental charge of any kind whatsoever by MOVINGBYTES;

     (dd) MOVINGBYTES  does not have any contingent tax  liabilities of any kind
          whatsoever, and there are no grounds which would prompt a reassessment
          of  MOVINGBYTES,  including  for  aggressive  treatment  of  income or
          expenses in earlier tax returns filed;

     (ee) there are no amounts  outstanding and unpaid for which MOVINGBYTES has
          previously claimed a deduction under any applicable tax legislation;

                                       9
<PAGE>

     (ff) MOVINGBYTES  has made all  collections,  deductions,  remittances  and
          payments  of any kind  whatsoever  and filed all  reports  and returns
          required  by it to be  made  or  filed  under  the  provisions  of all
          applicable  statutes requiring the making of collections,  deductions,
          remittances or payments of any kind whatsoever;

     (gg) there are no actions, suits, judgements, investigations or proceedings
          of any kind whatsoever outstanding,  pending or known to be threatened
          against or affecting  MOVINGBYTES  at law or in equity or before or by
          any  federal,  provincial,  state,  municipal  or  other  governmental
          department, commission, board, bureau or agency of any kind whatsoever
          and there is no basis therefore;

     (hh) MOVINGBYTES has good and sufficient  power,  authority and capacity to
          enter into this  Agreement  and complete its  respective  transactions
          contemplated  under this  Agreement  on the terms and  conditions  set
          forth herein;

     (ii) MOVINGBYTES  has taken all necessary or desirable  actions,  steps and
          corporate and other  proceedings to approve or authorise,  validly and
          effectively,  the entering  into of, and the  execution,  delivery and
          performance of, this Agreement;

     (jj) this  Agreement has been duly  executed and  delivered by  MOVINGBYTES
          and, assuming the due authorisation,  execution and delivery hereof by
          E*Comnetrix  and the  Shareholders,  constitutes  a legal,  valid  and
          binding   obligation  of  MOVINGBYTES,   enforceable   against  it  in
          accordance with its terms subject to:

          (i)  bankruptcy, insolvency, moratorium, reorganisation and other laws
               relating to or affecting the  enforcement  of  creditors'  rights
               generally; and

          (ii) the fact that  equitable  remedies,  including  the  remedies  of
               specific  performance and injunction,  may only be granted in the
               discretion of a court;

     (kk) except  as  disclosed  to  E*Comnetrix,  MOVINGBYTES  is not under any
          obligation, contractual or otherwise, to request or obtain the consent
          of   any   person,   and   no   permits,   licenses,   certifications,
          authorisations  or  approvals  of, or  notifications  to, any federal,
          state,  municipal or local government or governmental  agency,  board,
          commission or authority are required to be obtained by  MOVINGBYTES in
          connection with the execution,  delivery or performance by MOVINGBYTES
          of  this  Agreement  or the  completion  of  any  of the  transactions
          contemplated herein, and complete and correct copies of any agreements
          under which  MOVINGBYTES  is  obligated  to request or obtain any such
          consent have been provided to E*Comnetrix;

     (ll) the execution and delivery of this  Agreement,  the performance of its
          obligations under this Agreement and the Completion will not:

          (i)  conflict with, or result in the breach of or the  acceleration of
               any indebtedness  under, or constitute  default under, any of the
               Corporate  Documents of  MOVINGBYTES,  or any of the terms of any
               indenture,   mortgage,   agreement,   lease,   licence  or  other
               instrument of any kind whatsoever to which any of the MOVINGBYTES
               Group  is a  party  or by  which  any of them  is  bound,  or any
               judgement  or  order  of any  kind  whatsoever  of any  court  or
               administrative  body of any kind  whatsoever by which any of them
               is bound; nor

                                       10
<PAGE>

          (ii) result in the  violation of any law or  regulation  applicable to
               any of the MOVINGBYTES Group;

     (mm) MOVINGBYTES  has not incurred  any  liability  for agency,  brokerage,
          referral or finder's  fees,  commissions or  compensation  of any kind
          whatsoever   with  respect  to  this  Agreement  or  any   transaction
          contemplated under this Agreement; and

     (nn) the  representations  and warranties of the Shareholders  contained in
          this  Agreement  disclose  all  material  facts  known to each of them
          specifically  relating  to the  transactions  contemplated  under this
          Agreement which, so far as the Shareholders are aware,  materially and
          adversely  affect,  or in the  future  may  materially  and  adversely
          affect,   their  respective  abilities  to  perform  their  respective
          obligations  under  this  Agreement  or the  value of the  MOVINGBYTES
          Shares or the Assets.

     (oo) MOVINGBYTES  is in  compliance  in  all  material  respects  with  all
          federal,  state and municipal  environmental laws and regulations (the
          "Environmental  Laws").  The existing  activities of MOVINGBYTES,  its
          business and its prior uses and activities and the uses and activities
          of other property now or previously  owned or operated by MOVINGBYTES,
          comply and at all times have  complied  with all  Environmental  Laws.
          MOVINGBYTES  has filed all  environmental  reports  and  notifications
          required to be filed under applicable laws and regulations;

     4.2 In  order to  induce  E*Comnetrix  to enter  into  this  Agreement  and
complete  its  transactions  contemplated  hereunder,  each of the  Shareholders
jointly and severally represents and warrants to E*Comnetrix that, in respect of
that Shareholder:

     (a)  that Shareholder has good and sufficient power, authority and capacity
          to  enter  into  this   Agreement   and  complete   the   transactions
          contemplated  under this  Agreement  on the terms and  conditions  set
          forth herein;

     (b)  that Shareholder has taken all necessary or desirable  actions,  steps
          and corporate and other  proceedings to approve or authorise,  validly
          and effectively, the entering into of, and the execution, delivery and
          performance of, this Agreement;

     (c)  this   Agreement   has  been  duly  executed  and  delivered  by  that
          Shareholder  and,  assuming  the  due  authorisation,   execution  and
          delivery   hereof   by   E*Comnetrix,   MOVINGBYTES   and  the   other
          Shareholders,  constitutes  a legal,  valid and binding  obligation of
          that Shareholder,  enforceable against it in accordance with its terms
          subject to:

          (i)  bankruptcy, insolvency, moratorium, reorganisation and other laws
               relating to or affecting the  enforcement  of  creditors'  rights
               generally; and

          (ii) the fact that  equitable  remedies,  including  the  remedies  of
               specific  performance and injunction,  may only be granted in the
               discretion of a court;

     (d)  except as disclosed to E*Comnetrix,  that Shareholder is not under any
          obligation, contractual or otherwise, to request or obtain the consent
          of   any   person,   and   no   permits,   licenses,   certifications,
          authorisations  or  approvals  of, or  notifications  to, any federal,
          state,  municipal or local government or governmental  agency,  board,
          commission   or  authority   are  required  to  be  obtained  by  that
          Shareholder in connection with the execution,  delivery or performance
          by that  Shareholder of this Agreement or the completion of any of the
          transactions  contemplated  herein, and complete and correct copies of
          any agreements under which that Shareholder is obligated to request or
          obtain any such consent have been provided to E*Comnetrix;

                                       11
<PAGE>

     (e)  the  MOVINGBYTES  Shares  indicated  in  Recital  A of this  Agreement
          opposite  his,  her or its  name  are  and  will on the  Closing  Date
          immediately  prior to  Completion  be validly  issued and  outstanding
          fully paid and non-assessable common shares of MOVINGBYTES  registered
          in  the  name  of,  and  legally  and  beneficially   owned  by,  that
          Shareholder,  free  and  clear  of  all  voting  restrictions,   trade
          restrictions,  liens,  claims,  charges  or  encumbrances  of any kind
          whatsoever;

     4.3  The  representations  and  warranties  of  each  of  the  Shareholders
contained in this Agreement  shall be true at the Time of Closing as though they
were made at the Time of  Closing,  and they shall  survive the  Completion  and
remain in full force and effect thereafter for the benefit of E*Comnetrix.

     4.4 In order to induce the  Shareholders  to enter into this  Agreement and
complete the transactions  contemplated  hereunder,  E*Comnetrix  represents and
warrants to the Shareholders  that,  except as disclosed to MOVINGBYTES prior to
the Effective Date:

     (a)  E*Comnetrix has good and sufficient  power,  authority and capacity to
          enter into this Agreement and complete its  transactions  contemplated
          under this Agreement on the terms and conditions set forth herein;

     (b)  E*Comnetrix  has taken all necessary or desirable  actions,  steps and
          corporate and other  proceedings to approve or authorise,  validly and
          effectively,  the entering  into of, and the  execution,  delivery and
          performance of, this Agreement;

     (c)  this  Agreement has been duly  executed and  delivered by  E*Comnetrix
          and, assuming the due authorisation,  execution and delivery hereof by
          MOVINGBYTES  and the  Shareholders,  constitutes  a legal,  valid  and
          binding   obligation  of  E*Comnetrix,   enforceable   against  it  in
          accordance with its terms subject to:

          (i)  bankruptcy, insolvency, moratorium, reorganisation and other laws
               relating to or affecting the  enforcement  of  creditors'  rights
               generally; and

          (ii) the fact that  equitable  remedies,  including  the  remedies  of
               specific  performance and injunction,  may only be granted in the
               discretion of a court;

     (d)  E*Comnetrix is not under any obligation,  contractual or otherwise, to
          request or obtain the consent of any person, and no permits, licenses,
          certifications,  authorisations  or approvals of, or notifications to,
          any federal,  state,  municipal or local  government  or  governmental
          agency, board,  commission or authority are required to be obtained by
          E*Comnetrix in connection with the execution,  delivery or performance
          by  E*Comnetrix  of this  Agreement  or the  completion  of any of the
          transactions  contemplated  herein, and complete and correct copies of
          any  agreements  under which  E*Comnetrix  is  obligated to request or
          obtain any such consent have been provided to the MOVINGBYTES Group;

     (e)  the execution,  delivery and performance of this Agreement and each of
          the  other   agreements   contemplated   or   referred  to  herein  by
          E*Comnetrix, and the completion of

                                       12
<PAGE>

               the  transactions  contemplated  hereby,  will not  constitute or
               result in a violation or breach of or default under:

               (i)  any term or provision of any of the memorandum,  articles or
                    other constating documents of E*Comnetrix; or

               (ii) the terms of any  indenture,  agreement  (written  or oral),
                    instrument   or   understanding   or  other   obligation  or
                    restriction  to which  E*Comnetrix is a party or by which it
                    is bound; or

               (iii)any term or  provision  of any  licenses,  registrations  or
                    qualifications  of  E*Comnetrix  or any order of any  court,
                    governmental  authority or regulatory body or any applicable
                    law or regulation of any jurisdiction;

          (f)  the  representations  and warranties and other factual statements
               of E*Comnetrix  contained in this Agreement,  and all information
               in the  Schedules  hereto,  taken as a whole,  do not contain any
               false statement of material fact or omit to state a material fact
               necessary to prevent the statements  made herein and therein from
               being misleading; and

          (g)  E*Comnetrix  has received a signed release from each  Shareholder
               who is a  party  to this  Agreement  in the  form  set  forth  in
               Schedule 6.1(f).

     4.5 The  representations  and warranties of  E*Comnetrix  contained in this
Agreement  shall be true at the Time of Closing as though  they were made at the
Time of Closing,  and they shall survive the Completion and remain in full force
and effect thereafter for the benefit of the Shareholder.

5.       INDEMNITIES

     5.1 Indemnities

          (a)  Notwithstanding  the completion of the transactions  contemplated
               under  this  Agreement  or   E*Comnetrix's   Investigation,   the
               representations,  warranties and  acknowledgements  of any of the
               Shareholders  contained in this Agreement or any  certificates or
               documents  delivered  by any of them  pursuant to this  Agreement
               shall survive the Completion and shall continue in full force and
               effect  thereafter for the benefit of E*Comnetrix.  If any of the
               representations,  warranties or acknowledgements  given by any of
               the  Shareholders  is found to be  untrue or there is a breach of
               any covenant or agreement in this Agreement on the part of any of
               the MOVINGBYTES Group, then the party or parties  responsible for
               any   such    misrepresentation    or   breach    of    warranty,
               acknowledgement,   covenant  or  agreement   shall   jointly  and
               severally  indemnify  and  save  harmless  E*Comnetrix  from  and
               against any and all liability,  claims,  debts,  demands,  suits,
               actions,  penalties,  fines, losses, costs (including legal fees,
               disbursements  and taxes as  charged  on a lawyer  and own client
               basis),  damages and expenses of any kind whatsoever which may be
               brought  or  made  against  E*Comnetrix  by any  person,  firm or
               corporation  of any kind  whatsoever  or which may be suffered or
               incurred by E*Comnetrix,  directly or indirectly,  arising out of
               or as a consequence  of any such  misrepresentation  or breach of
               warranty, acknowledgement,  covenant or agreement. Without in any
               way limiting the generality of the foregoing,  this shall include
               any loss of any kind whatsoever which may be suffered or incurred
               by  E*Comnetrix,  directly  or  indirectly,  arising

                                       13
<PAGE>

               out  of any  material  assessment  or  reassessment  levied  upon
               MOVINGBYTES for tax,  interest and/or  penalties  relating to any
               period of business  operations  up to and  including  the Closing
               Date  and all  claims,  demands,  costs  (including  legal  fees,
               disbursements  and taxes as  charged  on a lawyer  and own client
               basis)  and  expenses  of any kind  whatsoever  in respect of the
               foregoing.

          (b)  Notwithstanding  the completion of the transactions  contemplated
               under this Agreement or any  investigation  by the  Shareholders,
               the   representations,   warranties   and   acknowledgements   of
               E*Comnetrix  contained in this Agreement or any  certificates  or
               documents  delivered by  E*Comnetrix  pursuant to this  Agreement
               shall survive the Completion and shall continue in full force and
               effect thereafter for the benefit of the Shareholders.  If any of
               the  representations,  warranties  or  acknowledgements  given by
               E*Comnetrix  is found to be  untrue  or there is a breach  of any
               covenant  or  agreement   in  this   Agreement  on  the  part  of
               E*Comnetrix,  then E*Comnetrix  shall indemnify and save harmless
               the Shareholders from and against any and all liability,  claims,
               debts, demands, suits, actions,  penalties,  fines, losses, costs
               (including  legal fees,  disbursements  and taxes as charged on a
               lawyer and own client  basis),  damages and  expenses of any kind
               whatsoever  which may be brought or made against the Shareholders
               by any person,  firm or  corporation  of any kind  whatsoever  or
               which may be suffered or incurred by the  Shareholders,  directly
               or  indirectly,  arising out of or as a  consequence  of any such
               misrepresentation   or  breach  of   warranty,   acknowledgement,
               covenant or agreement. Without in any way limiting the generality
               of the  foregoing,  this  shall  include  any  loss  of any  kind
               whatsoever which may be suffered or incurred by the Shareholders,
               directly or indirectly, arising out of any material assessment or
               reassessment  levied upon  E*Comnetrix  for tax,  interest and/or
               penalties relating to any period of business operations up to and
               including  the  Closing  Date  and  all  claims,  demands,  costs
               (including  legal fees,  disbursements  and taxes as charged on a
               lawyer and own client basis) and expenses of any kind  whatsoever
               in respect of the foregoing.  Subject to any regulatory  approval
               that  may be  required,  each of the  Shareholders  may  elect to
               receive in lieu of a cash settlement, common shares at the simple
               average  closing price for the common shares of  E*Comnetrix  for
               the 30 trading days  preceding the date of any award ordered by a
               court pursuant to this indemnity.

     5.2  With  the   exception  of  claims   based  on  fraud  or   intentional
misrepresentation,  the indemnification  obligations of each of the Shareholders
shall not exceed the monies  received by such  Shareholder  in exchange for such
Shareholder's  MOVINGBYTES  Shares pursuant to Section 1.1 of this Agreement and
the satisfaction of such indemnification  obligations shall be accomplished on a
pro rata basis  among  parties  involved in any  misrepresentation  or breach of
warranty,  acknowledgement,  covenant or  agreement as to the monies the parties
received pursuant to Section 1.1 of this Agreement.

6.       CLOSING

     6.1 At the  Time  of  Closing,  the  MOVINGBYTES  Group  shall  deliver  to
E*Comnetrix:

          a.  certified  true  copies of the  resolutions  of the  directors  of
          MOVINGBYTES evidencing that the directors of MOVINGBYTES have approved
          this Agreement and all of the transactions of MOVINGBYTES contemplated
          hereunder, specifically referring to:

                                       14
<PAGE>

          1. the  exchange  and  transfer  of the  MOVINGBYTES  Shares  from the
     Shareholders to E*Comnetrix as provided for in this Agreement;

          2.  the  cancellation  of  the  share  certificates  (the  "Old  Share
     Certificates")  representing  the  MOVINGBYTES  Shares held as set forth in
     Recital A of this Agreement; and

          3.  the  issuance  of  a  new  share   certificate   (the  "New  Share
     Certificate") representing the MOVINGBYTES Shares registered in the name of
     E*Comnetrix;

     b.   the Old Share Certificates;

     c.   the New Share Certificate;

     d.   all minute books and seals of MOVINGBYTES;

     e.   all  original  and  duplicate  certificates   evidencing  registration
          anywhere  in the  world of any  interest  in  tangible  or  intangible
          property included in the Assets;

     f.   releases  in the  form  of  Schedule  6.1(f)  to this  Agreement  (the
          "Releases")  from  each  of the  Shareholders  of all  claims  against
          MOVINGBYTES for outstanding amounts owing by MOVINGBYTES on account of
          any loans,  bonuses,  reimbursements,  compensation,  fees, royalties,
          dividends or other consideration whatsoever;

     g.   certificates of confirmation  and investor  certificates  from each of
          the  Shareholders,  in the form of Schedule  6.1(g) to this Agreement;
          and

     h.   any other  materials  that are,  in the opinion of the  attorneys  for
          E*Comnetrix,   reasonably   required  to  complete  the   transactions
          contemplated under this Agreement.

6.2 Within ten business days subsequent to the Time of Closing E*Comnetrix shall
deliver to the solicitors for the Shareholders:

                    a.   a check for good and payable  funds in the name of each
                         Shareholder as jointly  directed by the Shareholders in
                         writing.

7. GENERAL

7.1  Time and each of the terms and conditions of this Agreement shall be of the
     essence of this  Agreement and any waiver by the parties of this  paragraph
     7.1 or any  failure  by them to  exercise  any of their  rights  under this
     Agreement shall be limited to the particular  instance and shall not extend
     to any other instance or matter in this  Agreement or otherwise  affect any
     of their rights or remedies under this Agreement.

7.2  The Schedules to this Agreement  incorporated by reference and the recitals
     to this Agreement constitute a part of this Agreement.

7.3  This Agreement  constitutes the entire Agreement between the parties hereto
     in  respect  of  the   matters   referred   to  herein  and  there  are  no
     representations, warranties, covenants or agreements, expressed or implied,
     collateral hereto other than as expressly set forth or referred to herein.

                                       15
<PAGE>

7.4  The headings in this Agreement are for reference only and do not constitute
     terms of the Agreement.

7.5  The provisions  contained in this Agreement which, by their terms,  require
     performance by a party to this Agreement  subsequent to the Closing Date of
     this Agreement, shall survive the Closing Date of this Agreement.

7.6  No alteration,  amendment, modification or interpretation of this Agreement
     or any  provision  of this  Agreement  shall be valid and binding  upon the
     parties  hereto  unless  such   alteration,   amendment,   modification  or
     interpretation is in written form executed by the parties directly affected
     by such alteration, amendment, modification or interpretation.

7.7  Whenever the singular or masculine is used in this Agreement the same shall
     be deemed to include the plural or the  feminine or the body  corporate  as
     the context may require.

7.8  The parties hereto shall execute and deliver all such further documents and
     instruments and do all such acts and things as any party may, either before
     or after the  Closing  Date,  reasonably  require in order to carry out the
     full intent and meaning of this Agreement.

7.9  Any notice,  request, demand and other communication to be given under this
     Agreement  shall  be in  writing  and  shall  be  delivered  by hand to the
     appropriate  party at the  address  as first set out above or to such other
     addresses  or by such other  means as may be  designated  in writing by the
     parties hereto in the manner provided for in this  paragraph,  and shall be
     deemed  to have  been  received  on the date of  delivery  by  hand,  or if
     delivered by e-mail or telecopy, then on the date transmission completes.

7.10 This  Agreement  shall  be  subject  to,  governed  by,  and  construed  in
     accordance  with  the  laws  of  Nevada,  and  the  parties  attorn  to the
     non-exclusive  jurisdiction  of the courts of Nevada for the  resolution of
     all disputes arising under this Agreement.

7.11 This Agreement may be signed by the parties in as many  counterparts as may
     be  deemed  necessary,  each of which so  signed  shall be  deemed to be an
     original,  and all such counterparts  together shall constitute one and the
     same instrument.

IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of the
Effective Date:

SIGNED, SEALED & DELIVERED                  )
by Joseph Karwat in the presence of:        )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  Joseph Karwat
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )

                                       16
<PAGE>


SIGNED, SEALED & DELIVERED                  )
by Jacob Butcher in the presence of:        )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  Jacob Butcher
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )


SIGNED, SEALED & DELIVERED                  )
by Robert Dumper in the presence of:        )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  Robert Dumper
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )



SIGNED, SEALED & DELIVERED                  )
by Golda Gorokin Morganster                 )
in the presence of:                         )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  Golda Gorokin Morganster
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )


SIGNED, SEALED & DELIVERED                  )
by Robert Hoffman in the presence of:       )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  Robert Hoffman
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )


                                       17
<PAGE>

SIGNED, SEALED & DELIVERED                  )
by Harrison Design Group in the presence of:)
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  Harrison Design Group
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )



SIGNED, SEALED & DELIVERED                  )
by Alec Karlson in the presence of:         )
                                            )
____________________________                )
Signature of Witness                        ) _________________________________
                                            ) Alec Karlson
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )


SIGNED, SEALED & DELIVERED                  )
by Eric Karlson in the presence of:         )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  Eric Karlson
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )



SIGNED, SEALED & DELIVERED                  )
by James Moore in the presence of:          )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  James Moore
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )



                                       18
<PAGE>

SIGNED, SEALED & DELIVERED                  )
by William Perell in the presence of:       )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  William Perrell
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )


SIGNED, SEALED & DELIVERED                  )
by William G. Reed in the presence of:      )
                                            )
____________________________                )
Signature of Witness                        )  _________________________________
                                            )  William G. Reed
Name:                                       )
       --------------------------------     )
Address:                                    )
          -----------------------------     )
                                            )
---------------------------------------     )
Occupation:                                 )
             --------------------------     )


EXECUTED by MOVINGBYTES, Inc. by:

___________________________________
Name: Joseph Karwat
Title: President                            )
                                            )
___________________________________         )
Name: _____________________________         )
Title:_____________________________         )
                                            )
                                            )
                                            )


EXECUTED by E*Comnetrix Inc.                )
                                            )
by:                                         )
    --------------------------------        )
Mark Smith                                  )
President                                   )
                                            )
                                            )
                                            )


                                       19
<PAGE>



Schedule A - Shareholders of Movingbytes
<TABLE>
<S>                          <C>                                                    <C>        <C>

Name                       Address                                               Shares      Percentage

Jacob Butcher              326 Camille Court, Apt #2 Mountain View CA 94040        2,000        00.35%
Robert Dumper              51 Stark Knoll Place, Oakland, CA 94618                12,000        02.10%
Golda Morganster           2505 East Ave., Apt# 508, Rochester, NY 14610           6,800        01.19%
Robert Hoffman             109 Via Sevilla, Redondo Beach, CA 90277                5,000        00.88%
Harrison Design Group      665 Chestnut Street, 3rd Floor, San Francisco, CA 94133 8,000        01.40%
Alec Karlson               6795 Bright Ave., Port Saint John, FL 32927               400        00.07%
Eric Karlson               617 Baywood Road, Alameda, CA 94502                    48,000        08.42%
Joseph Karwat              1868 Drake Street, Oakland, CA 94611                  328,972        57.68%
James Moore                4755 Thackary Place, Seattle, WA 98105                  2,000        00.35%
William Perell             2 Casa Way, Ste. 205, San Francisco, CA 94123          47,453        08.32%
Willam G. Reed             935 Blemer Road, Danville, CA 94526                   109,692        19.23%

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