EXHIBIT 10.16










                         COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                               POWER KIOSKS, INC.
                                  (THE COMPANY)

                                       AND

                   EIG CAPITAL INVESTMENTS LTD., ((AS AGENT))
                                 (THE PURCHASER)



                          DATED AS OF NOVEMBER 9, 2000











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                         COMMON STOCK PURCHASE AGREEMENT

           This Common Stock Purchase  Agreement (this  "Agreement") is made and
entered  into as of  November  9, 2000 (the  "Effective  Date"),  between  Power
Kiosks, Inc. (the "Company"), a Florida corporation, and EIG Capital Investments
Ltd., ((as Agent)) (the "Purchaser").

                                   Background

           The  Company has  authorized  the  issuance,  sale,  and  delivery of
100,000 shares (the "Shares") of the Company's  Common Stock,  par value $0.0001
("Common Stock") at a price per Share of $2.00, in currency of the United States
of America,  for a total  purchase  price of $200,000.  The Purchaser  wishes to
purchase the Shares upon the terms and conditions stated in this Agreement.  The
Purchaser  is  purchasing  the Shares in reliance  upon the  exemption  from the
registration  requirements  of Section 5 of the U.S.  Securities Act of 1933, as
amended (the  "Securities  Act"),  in reliance upon the safe harbor  afforded by
Rule 903 promulgated by the U.S. Securities and Exchange Commission (the "SEC").

           In  connection  with  the  issuance  and  sale of the  Shares  to the
Purchaser, the Company has authorized the issuance and delivery of (i) a warrant
in the form of Exhibit C attached to this Agreement (the "Purchaser's  Warrant")
to the  Purchaser  to  purchase  100,000  shares of Common  Stock at $0.0001 per
share,  and (ii) a warrant in the form of Exhibit D attached  to this  Agreement
(the  "Agent's  Warrant") to EIG Capital  Management  Ltd.,  to purchase  25,000
shares of Common Stock at $0.0001 per share.

                                    Agreement

           For and in  consideration  of the premises  and the mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged,  the Company  and the  Purchaser
hereby agree as follows:

Section 1.  Class A Preferred.

     Section 1.1. Issuance and Sale of Class A Preferred and Warrants

           The Company  agrees (i) to issue and sell the Shares to the Purchaser
and the  Purchaser  agrees to  purchase  the  Shares  from the  Company,  at the
Closing,  for the Purchase  Price of  US$200,000;  (ii) to issue and deliver the
Purchaser's Warrant to the Purchaser, and (iii) to issue and deliver the Agent's
Warrant to the Agent.

     Section 1.2. Closing.

           The closing of the  purchase  and sale of the Shares (the  "Closing")
shall take place at the offices of EIG Capital Investments Ltd., Edificio Marina
Marbella, 6 b, Avenida Severo Ochoa 2l8, 296000 Marbella Malaga,  Spain, at 3:00
p.m., Toronto time, November 9, 2000 (the "Closing Date"), or on such other date
or such other time or place as the parties may agree.

     Section 1.3 Deliveries at Closing

           At the Closing the Company shall deliver to Purchaser:

                (a)  this Agreement, executed by the Company;

                (b) a certificate for the Shares,  registered in the Purchaser's
name, free and clear of any claims,  and containing a legend  complying with the
requirements of SEC Rule 903(b)(3)(iii)(B)(3);

                (c) the Purchaser's Warrant;

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                (c) the Registration  Rights  Agreement  (defined in Section 4.9
below), executed by the Company, in substantially the form of Exhibit B hereto;

                (d)  the opinion of  Mintmire & Associates, legal counsel to the
Company, in substantially the form of Exhibit A hereto; and

           At the Closing, the Company shall also deliver the Agent's Warrant to
the Agent.

Section 2.  Purchaser's Representations and Warranties

           The  Purchaser  represents  and warrants  with respect to only itself
that:

           Section 2.1.  Investment Purpose

           The Purchaser is acquiring the Shares, for the account for of certain
"accredited  investors under Ontario law who are not "U.S. person" as defined by
SEC Rule 902(k), and who are acquiring the Shares investment and not with a view
towards,  or for resale in  connection  with,  the public  sale or  distribution
thereof,  in the  United  States,  on to or for the  account  of a U.S.  person;
provided however, that by making the representations  herein, the Purchaser does
not  agree to hold any  Shares  for any  minimum  or other  specific  term.  The
Purchaser  acknowledges  that the Shares may not be resold in the United States,
or to or for the account of a U.S. person as defined by SEC Rule 902(k),  except
pursuant to an effective  registration  statement  under the  Securities  Act or
after the expiration of the one-year distribution  compliance period provided in
SEC Rule 903(b)(3)(iii)(A).

           Section 2.2.  Accredited Purchaser Status

           The Purchaser is an "accredited  investor" as that term is defined in
Rule 501(a)(3) of Regulation D of the SEC.

           Section 2.3.  Reliance on Regulation S Exemption

           The Purchaser  understands that the Shares are being offered and sold
to it in reliance on the exemption from the registration requirements of Section
5 of the Securities Act for offshore transactions as defined in SEC Rule 902(h),
and that the Company is relying in part upon the truth and  accuracy of, and the
Purchaser's  compliance  with,  the  representations,   warranties,  agreements,
acknowledgments,  and  understandings of the Purchaser set forth herein in order
to determine the  availability  of such  exemptions  and the  eligibility of the
Purchaser to acquire such Shares. With respect to that exemption,  the Purchaser
further represents and warrants to the Company that:

           (a) The Purchaser is not a U.S. Person as defined in SEC Rule 902(k).

           (b) The offer to sell the Shares to the Purchaser was not made in the
United States, and was made in Toronto, Ontario.

           (c) The  Purchaser's  buy order for the Shares was made  outside  the
United States, and was made in Toronto, Ontario.

           (d)  The Purchaser has complied with all of  the conditions  required
of it by SEC Rule 903(b)(3).



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           Section 2.4.  Information

           The Purchaser and its advisors,  if any, have been furnished with all
materials relating to the proposed business, financial condition, and operations
of the Company and materials relating to the offer and sale of the Shares, which
have been  requested by the Purchaser.  The Purchaser and its advisors,  if any,
have been afforded the opportunity to ask questions of the Company. Neither such
inquiries nor any other due diligence  investigations conducted by the Purchaser
or its advisors,  if any, or its representatives  shall modify, amend, or affect
the Purchaser's  right to rely on the Company's  representations  and warranties
contained in Section 3 below.  The Purchaser  understands that its investment in
the Shares  involves  a high  degree of risk.  The  Purchaser  has  sought  such
accounting,  legal,  and tax advice as it has  considered  necessary  to make an
informed investment decision with respect to its acquisition of the Shares.

           Section 2.5.  No Governmental Review

           The  Purchaser  understands  that no United  States  federal or state
agency or any other government or governmental  agency has passed on or made any
recommendation  or endorsement of the Shares,  or the fairness or suitability of
the investment in the Shares,  nor have such authorities passed upon or endorsed
the merits of the offering of the Shares.

           Section 2.6.  Authorization Enforcement

           This Agreement has been duly and validly  authorized,  executed,  and
delivered on behalf of the Purchaser and is a valid and binding agreement of the
Purchaser enforceable in accordance with its terms, subject as to enforceability
to  general  principles  of equity  and to  applicable  bankruptcy,  insolvency,
reorganization,  moratorium, liquidation, and other similar laws relating to, or
affecting  generally,  the  enforcement  of  applicable  creditors'  rights  and
remedies.

           Section 2.7.  Organization

           The Purchaser is a limited  partnership  organized  under the laws of
Bermuda.



           Section 2.8.  No Scheme to Evade Registration.

           Purchaser represents and warrants to the Company that the acquisition
of the Shares is not a transaction (or any element of a series of  transactions)
that is part of a plan or scheme  by the  Purchaser  to evade  the  registration
provisions of the Securities Act.


Section 3. Representations And Warranties Of The Company

           The Company represents and warrants to the Purchaser that:

           Section 3.1.  Organization and Qualification

           The Company is a corporation duly organized, validly existing, and in
good  standing  under the laws of the State of  Florida,  and has the  requisite
corporate  power to own its properties and to carry on its business as now being
conducted.  The Company is not qualified as a foreign corporation to do business
in any other jurisdiction. The Company has no subsidiaries.

           Section 3.2.  Authorization,  Enforcement,  Compliance  with    Other
           Instruments.

           (a)  The  Company  has the requisite corporate power and authority to
enter into and perform this Agreement and to issue the Shares;

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           (b) the execution and delivery of this Agreement by the Company,  and
the  consummation  by it of  the  transactions  contemplated  hereby,  including
without limitation the issuance of the Shares,  have been duly authorized by the
Company's Board of Directors and no further consent or authorization is required
by the Company, its Board of Directors or its stockholders;

           (c) this  Agreement  has been  duly  executed  and  delivered  by the
Company  and the persons  signing on behalf of the  Company  have full power and
authority to do so; and

           (d) this Agreement  constitutes  the valid and binding  obligation of
the Company enforceable against the Company in accordance with its terms, except
as such  enforceability  may be  limited  by  general  principles  of  equity or
applicable bankruptcy, insolvency,  reorganization,  moratorium, liquidation, or
similar laws relating to, or affecting generally,  the enforcement of creditors'
rights and remedies.

           Section 3.3.  Capitalization

           Immediately  prior to Closing,  the  authorized  capital stock of the
Company  consisted of  50,000,000  shares of Common  Stock,  of which  6.243.000
shares are issued and outstanding and 10,000,000 shares of Preferred Stock, none
of which is outstanding. No shares of the Company's capital stock are subject to
preemptive rights or any other similar rights.

           Section 3.4.  Issuance of Shares

           The Shares are duly  authorized and, upon issuance in accordance with
the terms hereof,  shall be validly issued,  fully paid, and nonassessable,  are
free from all taxes,  liens,  and charges with respect to the issue  thereof and
are entitled to the rights and preferences  set forth in the Shares.  The Shares
are  "restricted  securities" as defined by SEC rules,  and may be  transferred,
assigned or resold by the Purchaser  only in accordance  with the Securities Act
and the SEC rules promulgated thereunder.

           Section 3.5.  No Conflicts

           The execution,  delivery,  and  performance of this Agreement and the
Acquisition Agreement by the Company, and the consummation by the Company of the
transactions contemplated hereby and thereby, will not (a) result in a violation
of the Certificate of Incorporation,  any Certificate of Designation  applicable
to any  Preferred  Stock of the  Company,  or the  Bylaws of the  Company or (b)
conflict  with,  constitute a default (or an event which with notice or lapse of
time or both  would  become a  default)  under,  or give to others any rights of
termination,   amendment,  acceleration,  or  cancellation  of,  any  agreement,
indenture,  or  instrument  to which  the  Company  is a party,  or  result in a
violation of any law, rule,  regulation,  order,  judgment, or decree (including
federal and state securities laws and regulations)  applicable to the Company or
by which any property or asset of the Company is bound or affected.  The Company
is not in  violation of any term of, or in default  under,  its  Certificate  of
Incorporation  or  Bylaws,  or  any  material  contract,  agreement,   mortgage,
indebtedness,  indenture, instrument, judgment, decree, or order or any statute,
rule,  or regulation  applicable to the Company.  The business of the Company is
not  being  conducted  and  shall  not be  conducted  in  violation  of any law,
ordinance,  or regulation of any  governmental  entity.  Except as  specifically
contemplated by this Agreement,  the Acquisition Agreement and as required under
the Securities Act and any applicable  state securities laws, the Company is not
required to obtain any consent,  authorization,  or order of, or make any filing
or  registration  with,  any  court or  governmental  agency  in order for it to
execute,  deliver,  and perform any of its obligations  under or contemplated by
this Agreement and the Acquisition Agreement in accordance with the terms hereof
or thereof.  All consents,  authorizations,  orders,  filings, and registrations
which the Company is required to obtain pursuant to the preceding  sentence have
been obtained or effected on or prior to the date hereof. The Company is unaware
of any facts or circumstances which might give rise to any of the foregoing.



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           Section 3.6.  Financial Statements

           The  Company's  unaudited  balance  sheet at March 31, 2000,  and the
related  statement of profit and loss for the three (3) month period then ended,
were prepared in accordance with generally accepted accounting  principles,  are
true,  correct and complete in all  material  respects,  and fairly  present the
Company's  financial position at that date and the results of its operations for
the three (3) month  period  then  ended.  The  Company  has not  engaged in any
transaction,  maintained  any  bank  account,  or used  any of the  funds of the
Company that are not reflected in the normally  maintained  books and records of
the Company. No other information provided by or on behalf of the Company to the
Purchaser which is not included in the Financial Statements,  including, without
limitation,  information referred to in Section 2.4 of this Agreement,  contains
any untrue  statement  of a material  fact or omits to state any  material  fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstance under which they are or were made, not misleading.

           Section 3.7.  Absence of Certain Changes

           Since  March 31,  2000,  the date of the  Company's  opening  balance
sheet,  there  has been no  material  adverse  change  and no  material  adverse
development  in  the  business,  properties,  operations,  financial  condition,
results of  operations,  or prospects of the Company.  The Company has not taken
any steps,  and does not currently  expect to take any steps, to seek protection
pursuant to any bankruptcy law nor does the Company have any knowledge or reason
to  believe  that  its  creditors  intend  to  initiate  involuntary  bankruptcy
proceedings.

           Section 3.8.  Absence of Litigation

           There is no  action,  suit,  proceeding,  inquiry,  or  investigation
before  or by  any  court,  public  board,  government  agency,  self-regulatory
organization,  or body pending or, to the  knowledge of the Company,  threatened
against or affecting  the Company or the Common Stock,  in which an  unfavorable
decision,  ruling or  finding  would (a) have a material  adverse  effect on the
transactions   contemplated   hereby,  (b)  adversely  affect  the  validity  or
enforceability  of, or the  authority  or ability of the  Company to perform its
obligations  under this Agreement,  or any of the other  documents  contemplated
herein,  or (c) have a  material  adverse  effect on the  business,  operations,
properties, financial condition, or results of operation of the Company.

           Section 3.9.  Purchase of Shares

           The  Company  acknowledges  and agrees that the  Purchaser  is acting
solely  in the  capacity  of an arm's  length  purchaser  with  respect  to this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges  that  the  Purchaser  is not  acting  as a  financial  advisor  or
fiduciary  of the  Company  (or in any similar  capacity)  with  respect to this
Agreement or the Acquisition Agreement, or the transactions  contemplated herein
or therein.  The Company further  represents to the Purchaser that the Company's
decision to enter into this  Agreement has been based solely on the  independent
evaluation by the Company and its representatives.

           Section 3.10.  No  Undisclosed  Events, Liabilities, Developments, or
           Circumstances

           No event,  liability,  development,  or circumstance  has occurred or
exists,  or is  contemplated  to  occur,  with  respect  to the  Company  or its
businesses,  properties,  prospects,  operations, or financial condition,  which
could be material  but which has not been  publicly  announced  or  disclosed in
writing to the Purchaser.

           Section 3.11.  No General Solicitation

           Neither the Company, nor any of its affiliates, nor any person acting
on its or their  behalf,  has  engaged  in any form of general  solicitation  or
general  advertising  (within the meaning of  Regulation D under the  Securities
Act) in connection with the offer or sale of the Shares.




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           Section 3.12.  No Integrated Offering

           Neither the Company, nor any of its affiliates, nor any person acting
on its or their behalf has, directly or indirectly,  made any offers or sales of
any security or solicited  any offers to buy any security,  under  circumstances
that would require  registration of the Shares under the Securities Act or cause
this offering of the Shares to be integrated with prior offerings by the Company
for  purposes  of the  Securities  Act or any  applicable  stockholder  approval
provisions.

           Section 3.13.  Internal Accounting Controls

           The  Company  maintains  a system  of  internal  accounting  controls
sufficient to provide reasonable assurance that (a) transactions are executed in
accordance   with   management's   general  or  specific   authorizations,   (b)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in conformity with generally  accepted  accounting  principles and to
maintain  asset  accountability,  (c)  access  to assets  is  permitted  only in
accordance  with  management's  general or specific  authorization,  and (d) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

           Section 3.14.  No Materially Adverse Contracts, Etc.

           The Company is not subject to any charter,  corporate, or other legal
restriction,  or any judgment,  decree,  order, rule, or regulation which in the
judgment of the Company's  officers has, or is expected in the future to have, a
material  adverse  effect on the  business,  properties,  operations,  financial
condition,  results of operations,  or prospects of the Company.  The Company is
not a party to any contract or agreement  which in the judgment of the Company's
officers has, or is expected to have, a material adverse effect on the business,
properties, operations, financial condition, results of operations, or prospects
of the Company.

           Section 3.15.  Tax Status

           The Company  has made or filed all  federal and state  income and all
other tax returns,  reports,  and  declarations  required by any jurisdiction to
which it is subject  (unless  and only to the extent  that the  Company  has set
aside on its books provisions  reasonably adequate for the payment of all unpaid
and unreported taxes), and has paid all taxes and other governmental assessments
and charges that are material in amount,  shown or  determined to be due on such
returns,  reports, and declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns,  reports,
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

           Section 3.16.  Certain Transactions

           Except for arm's  length  transactions  pursuant to which the Company
makes  payments in the ordinary  course of business upon terms no less favorable
than  the  Company  could  obtain  from  third  parties,  none of the  officers,
directors,  or employees of the Company is presently a party to any  transaction
with  the  Company  (other  than  for  services  as  employees,   officers,  and
directors),  including any contract,  agreement,  or other arrangement providing
for the  furnishing  of  services  to or by,  providing  for  rental  of real or
personal  property to or from,  or otherwise  requiring  payments to or from any
officer,  director,  or such employee or, to the  knowledge of the Company,  any
corporation, partnership, trust, or other entity in which any officer, director,
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee, or partner.

           Section 3.17.  Fees and Rights of First Refusal

           The  Company  is  not  obligated  to  offer  the  securities  offered
hereunder on a right of first  refusal  basis or otherwise to any third  parties
including,  but not limited to, current or former  shareholders  of the Company,
underwriters,  brokers,  agents,  or other  third  parties.  The  Company is not
obligated to pay any commission or fee in connection  with the issuance and sale
of the Shares for which the Purchaser is or may become liable.

           Section 3.18.  Regulation S Exemption

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           The Company  understands  that the Purchaser is purchasing the Shares
in reliance on the exemption from the registration  requirements of Section 5 of
the Securities Act for offshore  transactions as defined in SEC Rule 902(h), and
that the  Purchaser  is relying in part upon the truth and  accuracy of, and the
Company's   compliance  with,  the  representations,   warranties,   agreements,
acknowledgments,  and understandings of the Company set forth herein in order to
determine the availability of such exemptions and the eligibility of the Company
to issue and sell the Shares to the Purchaser without having complied with those
registration  requirements.  With respect to that exemption, the Company further
represents and warrants to the Purchaser that:

           (a)  The  Company  has not offered any of the Shares to a U.S. Person
(as defined in SEC Rule 902(k)) or to a person in the United States.

           (b) The offer and sale of the Shares to the  Purchaser  is being made
in an offshore transaction as defined in SEC Rule 902(h).

           (c) The Company has not engaged in any directed selling  efforts,  as
defined in SEC Rule 902(c), with respect to the Shares.

           (d) The Company has complied with all of the  conditions  required of
it under SEC Regulation S.


Section 4.  Covenants

           Section 4.1.  Best Efforts

           Each party shall use its best  efforts  timely to satisfy each of the
conditions  to be  satisfied  by it as  provided  in  Sections  5 and 6 of  this
Agreement.

           Section 4.2.  Compliance with Regulation S

           Each party shall  comply with all of the terms of SEC Rule  903(b)(3)
required of it with respect to the Shares.

           Section 4.3.  Reporting Status

           The  Company  is a  "reporting  company"  under  the  Securities  and
Exchange Act of 1934, as amended (the "Exchange  Act"),  as defined by the rules
and  regulations  of the SEC and the NASD, and shall timely file all reports and
other information required by it to be filed with the SEC under the Exchange Act
in order to remain a  reporting  company,  for so long as the  Purchaser  is the
holder or beneficial owner of any Common Stock.

           Section 4.4.  Use of Proceeds

           The  Company  will use the  proceeds  from the sale of the Shares for
general working capital purposes.

           Section 4.5  Listings

           The Company shall  ((secure  and)) maintain the listing of its Common
Stock  (including  the  Shares),  on the  OTC  Bulletin  Board  ((as  soon as is
practicable)),  and upon the NASDAQ Small Cap Market as soon thereafter as it is
eligible  therefor The Company shall promptly provide to the Purchaser copies of
any  notices it  receives  regarding  the  eligibility  of the Common  Stock for
trading in the over-the-counter market.



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      Section 4.6.  Expenses

           The Company shall pay the Purchaser's expenses,  including reasonable
attorney's fees, incurred in connection with this Agreement.

      Section 4.7.  Corporate Existence

           So  long  as  the  Purchaser  is  the  holder  of 1% or  more  of the
outstanding   Common  Stock,  the  Company  shall  not  directly  or  indirectly
consummate any merger, reorganization, restructuring, consolidation, sale of all
or  substantially  all of the Company's  assets,  or any similar  transaction or
related transactions (each such transaction,  a "Sale of the Company") except if
the  surviving  or successor  entity in such  transaction  is a publicly  traded
corporation  whose  Common  Stock is listed  for  trading  on the New York Stock
Exchange, Inc., the American Stock Exchange, or the NASDAQ National Market.

      Section 4.8.  Transactions With Affiliates

           So  long  as  the  Purchaser  is  the  holder  of 1% or  more  of the
outstanding  Common  Stock,  the Company  shall not, and shall cause each of its
subsidiaries not to, enter into,  amend,  modify,  or supplement,  or permit any
subsidiary  to  enter  into,   amend,   modify,  or  supplement  any  agreement,
transaction,  commitment,  or  arrangement  with any of its or any  subsidiary's
officers,  directors,  persons who were officers or directors at any time during
the  previous two years,  stockholders  who  beneficially  own 5% or more of any
class of the Company's  capital  stock,  or  affiliates,  or with any individual
related by blood,  marriage,  or  adoption  to any such  individual  or with any
entity  in which  any such  entity or  individual  owns a 5% or more  beneficial
interest (each, a "Related Party"), except for (i) transactions  contemplated by
the Acquisition  Agreement,  (ii) customary employment  arrangements and benefit
programs on reasonable terms, (iii) any agreement,  transaction,  commitment, or
arrangement on an arms-length  basis on terms no less favorable than terms which
would have been obtainable from a person other than such Related Party, (vi) any
agreement,  transaction,  commitment,  or  arrangement  which is  approved  by a
majority of the disinterested directors of the Company, for purposes hereof, any
director who is also an officer of the Company or any  subsidiary of the Company
shall  not  be  disinterested  director  with  respect  to any  such  agreement,
transaction,  commitment, or arrangement. "Affiliate" for purposes hereof means,
with respect to any person or entity, another person or entity that, directly or
indirectly,  (1) has a 5% or more equity interest in that person or entity,  (2)
has 5% or more common  ownership  with that person or entity,  (3) controls that
person or  entity,  or (4) share  common  control  with that  person or  entity.
"Control" or  "controls"  for purposes  hereof means that a person or entity has
the power,  direct or  indirect,  to conduct or govern the  policies  of another
person or entity.

           Section 4.9. Registration Rights

           As soon as is  practicable  after  the  date of this  Agreement,  the
Company shall file a registration statement (the "Registration  Statement") with
the SEC to register the resale of the Shares, and the issuance and resale of the
Common Stock  underlying  the  Purchaser's  Warrant and the Agent's  Warrant and
shall  use its best  efforts  to cause  the  Registration  Statement  to  become
effective,   all  as  provided  in  the   Registration   Rights  Agreement  (the
"Registration Rights Agreement") attached as Exhibit B to this Agreement.

Section 5.  Conditions To The Company's Obligation To Sell

           The obligation of the Company  hereunder to issue and sell the Shares
to The Purchaser at the Closing is subject to the satisfaction, at or before the
Closing  Date,  of  each  of  the  following  conditions,  provided  that  these
conditions  are for the Company's  sole benefit and may be waived by the Company
at any time in its sole discretion:

           (a) The Purchaser  shall have  executed this  Agreement and delivered
the same to the Company.

           (b)  The  Purchaser  shall  have delivered the Purchase Price for the
Shares to the Company.


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<PAGE>



           (c) The representations and warranties of the Purchaser shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing  Date as  though  made at  that  time,  and  the  Purchaser  shall  have
performed,  satisfied, and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied,
or complied with by the Purchaser at or prior to the Closing Date.

Section 6.  Conditions To The Purchaser's Obligation To Purchase

           The  obligation of The Purchaser  hereunder to purchase the Shares at
the Closing is subject to the  satisfaction,  at or before the Closing  Date, of
each of the following  conditions,  provided that these  conditions  are for the
Purchaser's  sole benefit and may be waived by the  Purchaser at any time in its
sole discretion:

           (a) The Company shall have executed this Agreement.

           (b)The Company shall have executed the Registration Rights Agreement.

           (c) The  representations  and warranties of the Company shall be true
and  correct in all  material  respects  (except to the extent  that any of such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied, and complied in all material respects with the covenants,
agreements,   and  conditions  required  by  this  Agreement  to  be  performed,
satisfied, or complied with by the Company at or prior to the Closing Date.

           (d) The  Purchaser  shall have  received the opinion of the Company's
counsel dated as of the Closing Date, in form,  scope, and substance  reasonably
satisfactory  to the  Purchaser  and in  substantially  the  form of  Exhibit  A
attached hereto.

Section 7.  Indemnification

           In  consideration  of the Purchaser's  execution and delivery of this
Agreement  and  acquiring  the Shares  hereunder  and in  addition to all of the
Company's  other  obligations  under this  Agreement,  the Company shall defend,
protect,  indemnify,  and hold harmless the Purchaser,  and all of its officers,
directors,  employees, and agents (including, without limitation, those retained
in  connection   with  the   transactions   contemplated   by  this   Agreement)
(collectively,  the "Indemnitees") from and against any and all actions,  causes
of action,  suits, claims,  losses, costs,  penalties,  fees,  liabilities,  and
damages, and expenses in connection therewith  (irrespective of whether any such
Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified  Liabilities"),  incurred  by the  Indemnitees  or any of them as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any  representation  or warranty made by the Company in this Agreement of the
Acquisition  Agreement,  or  any  other  certificate,  instrument,  or  document
contemplated hereby or thereby,  (b) any breach of any covenant,  agreement,  or
obligation  of the  Company  contained  in this  Agreement,  or (c) any cause of
action,  suit, or claim brought or made against such  Indemnitee and arising out
of or resulting from the  execution,  delivery,  performance,  or enforcement of
this  Agreement,  or any  other  instrument,  document,  or  agreement  executed
pursuant hereto by any of the  Indemnities,  any  transaction  financed or to be
financed in whole or in part,  directly or indirectly,  with the proceeds of the
issuance of the Shares,  or the status of the Purchaser or holder of the Shares,
as a stockholder in the Company. To the extent that the foregoing undertaking by
the Company may be  unenforceable  for any  reason,  the Company  shall make the
maximum  contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

Section 8.  General Provisions

           Section 8.1.  Governing Law

           This Agreement  shall  be  governed  by and interpreted in accordance
with the laws of the State of Florida;

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<PAGE>



provided,  however, (i) that if any provision of this Agreement is unenforceable
under the laws of the State of Florida, but is enforceable under the laws of the
Province  of  Ontario,  Canada,  then such  provision  shall be  governed by and
interpreted  in  accordance  with the laws of the Province of Ontario;  and (ii)
that the exemption from the registration  requirements of the Securities Act for
the sale shall be governed by SEC Rule 903. The parties agree that the courts of
the Province of Ontario, Canada, shall have exclusive jurisdiction and venue for
the  adjudication  of any civil  action  between them arising out of relating to
this Agreement, and hereby irrevocably consent to such jurisdiction and venue.

           Section 8.2.  Counterparts

           This Agreement may be executed in two or more identical counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective when  counterparts have been signed by each party and delivered to the
other  party.  In the  event  any  signature  page  is  delivered  by  facsimile
transmission,  the party  using  such  means of  delivery  shall  cause four (4)
additional  original executed signature pages to be physically  delivered to the
other party within five (5) days of the execution and delivery hereof.

           Section 8.3.  Headings

           The headings of this  Agreement are for  convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.

           Section 8.4.  Severability

           If any provision of this Agreement shall be invalid or  unenforceable
in any jurisdiction,  such invalidity or  unenforceability  shall not affect the
validity  or   enforceability  of  the  remainder  of  this  Agreement  in  that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other jurisdiction.

           Section 8.5.  Entire Agreement, Amendments

           This Agreement  supersedes all other prior oral or written agreements
between the Purchaser, the Company, their affiliates and persons acting on their
behalf with respect to the issuance and sale of the Shares,  and this  Agreement
and the instruments  referenced  herein contain the entire  understanding of the
parties with respect to the matters  covered  herein and therein and,  except as
specifically set forth herein or therein,  neither the Company nor any Purchaser
makes any  representation,  warranty,  covenant,  or undertaking with respect to
such matters. No provision of this Agreement may be waived or amended other than
by an instrument in writing signed by the party to be charged with enforcement.

           Section 8.6.  Notices

           Any notices,  consents,  waivers, or other communications required or
permitted to be given under the terms of this  Agreement  must be in writing and
will be  deemed  to  have  been  delivered  (a)  upon  receipt,  when  delivered
personally, (b) upon receipt, when sent by facsimile,  provided a copy is mailed
by U.S. certified mail, return receipt requested, (c) three (3) days after being
sent by  certified  mail,  return  receipt  requested,  or (d) one (1) day after
deposit with a nationally  recognized  overnight delivery service,  in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:


           if to the Company:            with a copy (which shall not constitute
                                         notice) to:

                                         Mintmire & Associates
Power Kiosks, Inc.                       265 Sunrise Avenue, Suite 204
181 Whitehall Drive                      Palm Beach, Florida 33480
Markham, ON, Canada L3R 9T1              Attention: Donald F. Mintmire
Attention: Terry Cooke CEO               Telephone:  (561) 832-5696
Telephone:  (905) 948-9600               Facsimile:  (561) 659-5371
Facsimile:   (905) 948-8377


           if to the Purchaser:          with a copy (which shall not constitute
EIG Capital Investments Ltd.             notice) to:
Edificio Marina Marbella 6 B
Avenida Severo Ochoa 28
29600 Marbella
Malaga, Spain
Attention: Jan Telander Director
Telephone:  (952) 766-250
Facsimile:  (952) 858-068


Each party shall provide five (5) day's prior written  notice to the other party
of any change in address or facsimile number.

           Section 8.7.  Successors and Assigns

           This Agreement  shall be binding upon and inure to the benefit of the
parties and their  respective  successors  and  assigns.  The Company  shall not
assign this Agreement or any rights or obligations  hereunder  without the prior
written consent of the Purchaser.  The Purchaser may assign its rights hereunder
without the consent of the Company,  provided however,  that any such assignment
shall not release  the  Purchaser  from its  obligations  hereunder  unless such
obligations  are assumed by such  assignee and the Company has consented to such
assignment and assumption.

           Section 8.8.  No Third Party Beneficiaries

           This  Agreement is intended for the benefit of the parties hereto and
their respective  permitted  successors and assigns,  and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.

           Section 8.9.  Survival

           Unless  this   Agreement  is  terminated   under  Section  8.12,  the
representations  and  warranties of the Company and the  Purchaser  contained in
Sections 2 and 3, the  agreements  and  covenants set forth in Sections 4 and 5,
and the  indemnification  provisions  set forth in Section 7, shall  survive the
Closing.  The Purchaser shall be responsible  only for its own  representations,
warranties, agreements, and covenants hereunder.

           Section 8.10.  Publicity

           The Company and the Purchaser shall have the right to approve, before
issuance,  any press releases or any other public statements with respect to the
transactions  contemplated hereby;  provided however,  that the Company shall be
entitled, without the prior approval of the Purchaser, to make any press release
or other public  disclosure with respect to such  transactions as is required by
applicable law and regulations (although the Purchaser shall be consulted by the
Company in  connection  with any such press  release or other public  disclosure
prior to its release and shall be provided with a copy thereof).

           Section 8.11.  Further Assurances

           Each party shall do and perform,  or cause to be done and  performed,
all such further acts and things,  and shall  execute and deliver all such other
agreements,  certificates,  instruments,  and documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.



                                       11

<PAGE>



           Section 8.12.  Termination

           In the event that the Closing shall not have occurred with respect to
the  Purchaser on or before five (5)  business  days from the date hereof due to
the  Company's or  Purchaser's  failure to satisfy the  conditions  set forth in
Sections  5 and 6 above  (and the  non-breaching  party's  failure to waive such
unsatisfied  condition(s)),  the  non-breaching  party  shall have the option to
terminate this  Agreement  with respect to such breaching  party at the close of
business  on such  date  without  liability  of any  party to any  other  party;
provided however,  that if this Agreement is terminated pursuant to this Section
8.12,  the Company  shall remain  obligated to reimburse  the  Purchaser for the
expenses described in Section 4.6 above.

           Section 8.13.  No Strict Construction

           The language used in this Agreement will be deemed to be the language
chosen by the parties to express  their  mutual  intent,  and no rules of strict
construction will be applied against any party.

           Section 8.14.  Currency

           All dollar  amounts  expressed in this  Agreement are currency of the
United States of America.




           IN WITNESS  WHEREOF,  the Company and the Purchaser  have caused this
Common Stock Purchase Agreement to be duly executed as of the date first written
above.


POWER KIOSKS, INC.                            EIG CAPITAL INVESTMENTS LTD., ((AS
                                              AGENT))

By /s/ Terry Cooke                           By /s/ Jan Telander
-----------------------------                --------------------------
Terry Cooke,  President                      Name    Jan Telander
                                             Title     Director







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