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

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

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

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

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

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

               Diversinet  Corp.
               2225  Sheppard  Avenue  East,  Suite  1700
               Toronto,  Ontario,  M2J  5C2
               Attention:  David  Hackett,  Chief  Financial  Officer

C.   Funds  (the  "Funds")  representing  the  aggregate  purchase price for the
     Shares  (as  defined  in  the  attached  Stock  Purchase Agreement) must be
     forwarded  to Diversinet Corp.'s Canadian attorneys, Lang Michener, by wire
     transfer  in  accordance  with  the  attached  instructions.

     Lang Michener will not be acting for any of the purchasers and will release
     the  funds  as  noted  below:

     (i)  funds  will  be  released  to  Diversinet  Corp. once a direction from
          Sunrise  Securities  has been received by Lang Michener and Diversinet
          Corp. confirms to Lang Michener that it has accepted the subscription;
          or
     (ii) funds  will  be  returned  (without  interest)  to  investors  if  the
          conditions  in  paragraph (i) are not satisfied by July 15, 2003, such
          funds to be paid by check made payable to the Purchaser (and mailed at
          the  address  noted  in  the  subscription  agreement);

D.   The  resale  of  any  of  the Shares will not be permitted under applicable
     securities  legislation  (except  pursuant  to an exemption from applicable
     registration  requirements)  unless  a  Registration Statement covering the
     Shares  is  effective. In connection with any such sale, the Purchaser will
     be  required  to  deliver  a current prospectus of the Company to the buyer
     (prospectuses may be obtained from the Company at the Purchaser's request).

E.   The  Shares  are  not  being  offered for sale in Canada and the Shares may
     not  be  traded to any person or company in Canada before the date which is
     12  months  from  the  Closing  Date  (as  defined  in  the  Agreement).


<PAGE>
BANK  OF  MONTREAL
                     ROUTING INSTRUCTIONS FOR WIRE PAYMENTS
                       TO TRUST ACCOUNTS FOR LANG MICHENER
                      BCE PLACE, SUITE 2500, 181 BAY STREET
                         TORONTO, ONTARIO CANADA M5J 2T7
TRUST  ACCOUNTS

U.S.  DOLLAR WIRE PAYMENTS FROM CANADIAN FINANCIAL INSTITUTIONS OR CORRESPONDENT
                                                                   -------------
BANKS WORLDWIDE:
----------------

<TABLE>
<CAPTION>
<S>                                        <C>                 <C>                <C>
Send direct and pay to:

Bank of Montreal                                                                  SWIFT BIC ADDRESS BOFMCAM2
International  Banking
H.O.,  Montreal

Beneficiary:
(Lang Michener in Trust -
U.S. $ ACCOUNT)                                                00022001-4603083
                                                                                  Lang  Michener
                                                                                  BCE  Place,  Suite  2500
                                                                                  181  Bay  Street
                                                                                  Toronto,  Ontario
                                                                                  M5J  2T7
REFERENCE: Diversinet Corp.
---------------------------

U.S. DOLLAR WIRE PAYMENT PAID THROUGH THE U.S.A. (USING CHIPS OR FEDWIRE)
-------------------------------------------------------------------------

Pay through:                               Harris Bank International Corporation  SWIFT BIC ADDRESS BOFMCAM2
                                           New York, N.Y.

                                           FEDWIRE ABA:                           026007760

                                           or if CHIPS network used:
                                           CHIPS PARTICIPANT ID:                  ABA 0776

Account with:                              21027937
                                           Bank of Montreal                       SWIFT BIC ADDRESS BOFMCAM2
                                           International Banking
                                           H.O., Montreal

                                           or if  CHIPS network used:
                                           CHIPS UID:                             046440

Beneficiary:
 (Lang Michener in Trust - U.S. $ACCOUNT)                                         00022001-4603083
                                                                                  Lang Michener
                                                                                  BCE Place, Suite 2500
                                                                                  181 Bay Street
                                                                                  Toronto, Ontario
                                                                                  M5J 2T7
REFERENCE: Diversinet Corp.
---------------------------
</TABLE>


                                        2
<PAGE>
                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE AGREEMENT is made as of the 15th day of May, 2003, by
and  between Diversinet Corp. (the "Company"), a corporation organized under the
laws  of  the  province  of  Ontario, Canada, with its principal offices at 2225
Sheppard  Avenue  East,  Suite  1700, Toronto, Ontario, M2J 5C2, Canada, and the
purchaser  whose name and address is set forth on the signature page hereof (the
"Purchaser").

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

SECTION  1.  AUTHORIZATION  OF  SALE  OF  THE  SHARES.  Subject to the terms and
             ----------------------------------------
conditions  of  this  Agreement,  the  Company  has  authorized  the sale to the
Purchaser  of  the  number  of  common shares, no par value, of the Company (the
"Shares")  set  forth  on  the  signature  page  hereof.

SECTION  2.  AGREEMENT  TO  SELL  AND  PURCHASE  THE SHARES.  At the Closing (as
             ----------------------------------------------
defined  in  Section  3), the Company will sell the Shares to the Purchaser, and
the  Purchaser  will  buy  the  Shares  from  the  Company,  upon  the terms and
conditions hereinafter set forth, at a price of $0.62 per Share for an aggregate
purchase  price  set  forth  on  the  signature  page  hereof.  The  Purchaser
acknowledges that the Closing price of its common shares on the Over the Counter
Bulletin Board on May 8, 2003 was $0.60. The Purchaser acknowledges further that
the  sale of the Shares is part of a distribution by the Company of a minimum of
3,226,000  and  a  maximum  of  5  million  Shares.

SECTION  3.  DELIVERY  OF SHARES AT THE CLOSING.  The completion of the purchase
             ----------------------------------
and  sale  of  the  Shares  (the  "Closing") shall occur simultaneously with the
execution  of  stock  purchase  agreements  for  the purchase of a minimum of $2
million  of  Shares (the "Closing Date"). At the Closing, the Company will issue
to  the  Purchaser  one  or  more  stock  certificates  representing  the Shares
registered  in  the  name  of  the  Purchaser,  or  in  such  nominee name(s) as
designated  by  the  Purchaser  in  writing.  The  name(s)  in  which  the stock
certificates  are  to  be  registered  are  set  forth  in the Stock Certificate
Questionnaire  attached  hereto  as  APPENDIX  I.  The  Company's  obligation to
                                     -----------
complete  the  purchase  and  sale  of  the Shares being purchased hereunder and
deliver  such  certificates  to the Purchaser at the Closing shall be subject to
the following conditions, any one or more of which may be waived by the Company:
(a)  receipt by the Company of same-day funds in the full amount of the purchase
price for the Shares being purchased hereunder; (b) the accuracy in all material
respects  of  the  representations  and warranties made by the Purchaser and the
fulfillment  of  those undertakings of the Purchaser to be fulfilled prior to or
at  the  Closing,  and  (c)  the  Company  agreeing  to  accept  the Purchaser's
subscription  prior  to  or at the Closing. The Purchaser's obligation to accept
delivery  of such certificates and to pay for the Shares evidenced thereby shall
be  subject  to the accuracy in all material respects of the representations and
warranties  made by the Company herein and the fulfillment of those undertakings
of  the  Company  to  be  fulfilled  prior  to  or  at  the  Closing.

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

     4.1     ORGANIZATION  AND QUALIFICATION.  The Company is a corporation duly
             -------------------------------
organized,  validly  existing  and  in  good standing under the laws of Ontario,
Canada.  Each  of  the  Company  and  its  subsidiaries  is duly qualified to do
business  as  a foreign corporation and is in good standing in each jurisdiction
in  which  the  conduct  of its business or its ownership or leasing of property
makes  such  qualification or leasing necessary unless the failure to so qualify
has  not and could not reasonably be expected to have a material adverse effect.

     4.2     AUTHORIZED  CAPITAL  STOCK.  The  authorized  capital  stock of the
             --------------------------
Company  consists  of an unlimited number of common shares. The number of common
shares  and  all  subscriptions,  warrants, options, convertible securities, and
other  rights  to purchase or otherwise acquire equity securities of the Company
issued and outstanding as at January 31, 2003, are as set forth in the unaudited
financial  statements  of  the Company for the quarter ended January 31, 2003 as
provided  to  the  Purchaser in the Information Documents. With the exception of
142,500  previously  issued warrants, the Company has not granted any person the
right to require the Company to register any securities of the Company under the
Securities  Act  of  1933,  as  amended (the "Securities Act") whether on demand
basis  or  in  connection with the registration of securities of the Company for
its  own  account  or  for  the  account  of  any  other  person.


                                        3
<PAGE>
     4.3     ISSUANCE,  SALE  AND  DELIVERY  OF  THE  SHARES.  The  Shares being
             -----------------------------------------------
purchased  hereunder  have  been duly authorized, and when issued, delivered and
paid  for  in  the  manner set forth in this Agreement, will be duly authorized,
validly  issued,  fully  paid  and  non-assessable.

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

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

     4.6     COMPLIANCE  WITH  SECURITIES  LAWS.  Subject to the accuracy of the
             ----------------------------------
representations  and  warranties of the Purchaser contained herein, the issuance
of  the  Shares  to  the Purchaser hereunder is exempt from the registration and
prospectus  delivery  requirements  of  the  Securities  Act.

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

     4.8     No  Material  Adverse  Change.  Since  January  31, 2003, except as
identified  and described in the Information Documents, there has not been:  (a)
any  change  in  the  consolidated  assets,  liabilities, financial condition or
operating results of the Company from that reflected in the financial statements
included  in  the  Company's Form 20-F for 2002 and the Form 6-K for April 2003,
except  for  changes in the ordinary course of business which have not and could
not reasonable be expected to have a Material Adverse Effect, individually or in
the aggregate; (b) any declaration or payment of any distribution, on any of the
capital  stock of the company, or any redemption or repurchase of any securities
of  the  Company;  (c)  any material damage, destruction or loss, whether or not
covered


                                        4
<PAGE>
by  insurance to any assets or properties of the Company or its subsidiaries; or
(d)  any  waiver,  not in the ordinary course of business, by the Company or any
subsidiary  of  a  material  right  or  of  a  material  debt  owed  to  it.

     4.9     Intellectual  Property.  "Intellectual  Property"  means all of the
following:  (i)  patents, patent applications, patent disclosures and inventions
(whether  or  not  patentable  and  whether  or  not  reduced to practice); (ii)
trademarks,  service  marks,  trade  dress, trade names, corporate names, logos,
slogans  and  Internet  domain names, together with all goodwill associated with
each  of  the  foregoing;  (iii)  copyrights  and  copyrightable  works;  (iv)
registrations,  applications  and  renewals  for any of the foregoing; (v) trade
secrets,  confidential  information  and  know-how (including but not limited to
ideas,  formulae,  compositions,  manufacturing  and  production  processes  and
techniques,  research  and  development  information,  drawings, specifications,
designs,  business  and  marketing  plans,  and  customer and supplier lists and
related  information); and (vi) proprietary computer software (including but not
limited  to  data,  data  bases  and  documentation).

     (a)     All  Intellectual  Property  of the Company and its subsidiaries is
currently  in  compliance with all legal requirements (including timely filings,
proofs  and  payments  of  fees)  and  is valid and enforceable. No Intellectual
Property  of  the Company or its subsidiaries which is necessary for the conduct
of  Company's  and  each of its subsidiaries' respective businesses as currently
conducted  or as currently proposed to be conducted has been knowingly or is now
involved  in  any  cancellation,  dispute  or  litigation, and, to the Company's
knowledge,  no  such  action  is  threatened.  No  patent  of the Company or its
subsidiaries  has  been involved in any interference, reissue, re-examination or
opposition  proceeding.

     (b)     All  of  the licenses and sublicenses and consent, royalty or other
agreements  concerning Intellectual Property which are necessary for the conduct
of  Company's  and  each of its subsidiaries' respective businesses as currently
conducted  or  as currently proposed to be conducted to which the Company or any
subsidiary  is  a  party  or  by which any of their assets are bound (other than
generally commercially available, non-custom, off-the-shelf software application
programs  having  a  retail  acquisition price of less than $50,000 per license)
(collectively,  "License  Agreements")  are valid and binding obligations of the
Company  or  its  subsidiaries  that  are  parties thereto and, to the Company's
knowledge,  the  other  parties  thereto,  enforceable  in accordance with their
terms,  except  to  the  extent  that  enforcement  thereof  may  be  limited by
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights generally, and
there  exists no event or condition which will result in a material violation or
breach  of or constitute (with or without due notice or lapse of time or both) a
default  by  the  Company  or  any  of  its  subsidiaries under any such License
Agreement.

     (c)     The Company and its subsidiaries own or have the valid right to use
all  of the Intellectual Property necessary for the conduct of the Company's and
each  of its subsidiaries' businesses substantially as currently conducted or as
currently  proposed  to  be  conducted  and  for  the ownership, maintenance and
operation  of  the  Company's  and  its  subsidiaries'  properties  and  assets.

     (d)     The Company and its subsidiaries own the Intellectual Property that
is  necessary  for  the  conduct  of  Company's  and  each  of its subsidiaries'
respective  businesses  as  currently  conducted  or as currently proposed to be
conducted,  free  and  clear  of  all  liens,  encumbrances,  adverse  claims or
obligations to license all such owned Intellectual Property, other than licenses
entered  into  in  the  ordinary  course  of the Company's and its subsidiaries'
businesses.  The Company and its subsidiaries have a valid and enforceable right
to  use  all  other Intellectual Property used or held for use in the respective
businesses of the Company and its subsidiaries. The Company and its subsidiaries
have the right to use all of the owned and licensed Intellectual 'Property which
is  necessary  for  the  conduct  of  Company's  and  each  of its subsidiaries'
respective  businesses  as  currently  conducted  or as currently proposed to be
conducted  in  all  jurisdictions  in  which  they  conduct  their  businesses.

     (e)     The  Company  and  each  of  its subsidiaries have taken reasonable
steps  to  maintain, police and protect the Intellectual Property which they own
and  which  is  necessary  for  the  conduct  of  Company's  and  each  of  its
subsidiaries'  respective  businesses  as  currently  conducted  or as currently
proposed to be conducted, including the execution of appropriate confidentiality
agreements  and intellectual property and work product assignments and releases.
To  the  Company's knowledge, the conduct of the Company's and its subsidiaries'
businesses  as  currently  conducted  does  not  infringe or otherwise impair or
conflict with (collectively, "Infringe") any Intellectual Property rights of any
third  party,  and, to the Company's knowledge, the Intellectual Property rights
of  the  Company  and  its  subsidiaries  which are necessary for the conduct of
Company's  and  each  of  its  subsidiaries'  respective businesses as


                                        5
<PAGE>
currently  conducted  or  as  currently  proposed  to be conducted are not being
Infringed  by  any  third  party.  There  is  no  litigation or order pending or
outstanding  or,  to the Company's knowledge, threatened or imminent, that seeks
to  limit  or  challenge  or  that  concerns  the  ownership,  use,  validity or
enforceability  of any Intellectual Property of the Company and its subsidiaries
and  the  Company's and its subsidiaries' use of any Intellectual Property owned
by  a  third patty, and, to the Company's knowledge, there is no valid basis for
the  same.

     (f)     The  consummation  of the transactions contemplated hereby will not
result in the alteration, loss, impairment of or restriction on the Company's or
any  of  its  subsidiaries'  ownership  or  right to use any of the Intellectual
Property  which  is  necessary  for  the  conduct  of  Company's and each of its
subsidiaries'  respective  businesses  as  currently  conducted  or as currently
proposed  to  be  conducted.

     (g)     All  software owned by the Company or any of its subsidiaries, and,
to  the  Company's  knowledge,  all  software licensed from third parties by the
Company  or  any of its subsidiaries, (i) is free from any material defect, bug,
virus,  or programming, design or documentation error; (ii) operates and runs in
a  reasonable  and efficient business manner, and (iii) conforms in all material
respects  to  the  specifications  and  purposes  thereof.

     (h)     The  Company  and  its  subsidiaries have taken reasonable steps to
protect  the  Company's  and  its  subsidiaries'  rights  in  their confidential
information  and  trade secrets. Each employee, consultant who has had access to
proprietary  Intellectual  Property  which  is  necessary  for  the  conduct  of
Company's  and  each  of  its  subsidiaries'  respective businesses as currently
conducted  or as currently proposed to be conducted has executed an agreement to
maintain  the  confidentiality  of  such  Intellectual Property and has executed
appropriate  agreements  that  are  substantially  consistent with the Company's
standard forms thereof. Except under confidentiality obligations, there has been
no material disclosure of any of the Company's or its subsidiaries' confidential
information  or  trade  secrets  to  any  third  ply.

     4.10     DELIVERIES  AT  CLOSING.

     (a)     The  Company  shall  have  delivered  to Sunrise Securities Corp. a
Certificate, executed on behalf of the Company by its Secretary, dated as of the
Closing  Date,  certifying  the resolutions adopted by the Board of Directors of
the  Company  approving  the transactions contemplated by this Agreement and the
issuance  of  the shares, certifying the current versions of the articles of the
Company and certifying as to the signatures and authority of persons signing the
Agreements  and  related  documents  on  behalf  of  the  Company.

     (b)     The  Company  shall  have  delivered to Sunrise Securities Corp. an
opinion  from counsel to the Company addressed to the Purchaser, dated as of the
Closing  Date, in form and substance reasonably acceptable to Sunrise Securities
Corp.

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

     5.1     The  Purchaser  represents and warrants to, and covenants with, the
Company  that: (i) the Purchaser is knowledgeable, sophisticated and experienced
in  making,  and  is qualified to make, decisions with respect to investments in
securities  representing  an  investment  decision  like  that  involved  in the
purchase  of  the  Shares,  including  investments  in  securities issued by the
Company, and has requested, received, reviewed and understood all information it
deems relevant in making an informed decision to purchase the Shares, including,
without limitation, the information contained in the Information Documents; (ii)
it  acknowledges  that the offering of the Shares pursuant to this Agreement has
not  been  reviewed  by  the  Commission  or  any  state  or Canadian regulatory
authority;  (iii)  the  Purchaser is acquiring the number of Shares set forth in
the  signature  page hereto, for its own account for investment only and with no
present  intention  of  distributing any of the Shares the distribution thereof;
(iv)  the  Purchaser  will  not,  directly  or  indirectly, offer, sell, pledge,
transfer  or  otherwise  dispose  of  (or solicit any offers to buy, purchase or
otherwise  acquire or take a pledge of) any of the Shares which form such Shares
except  in  compliance  with  the  Securities  Act, the Securities Act Rules and
Regulations  and  any  applicable  state  securities  or  blue sky laws; (v) the
Purchaser  has  completed  or  caused to be completed the Registration Statement
Questionnaire  and  the  Stock  Certificate  Questionnaire,  attached  hereto as
APPENDIX  I  and  APPENDIX  II,  for  use  in  preparation  of  the Registration
-----------       ------------
Statement,  and  the  answers thereto are true and correct as of the date hereof
and  will  be  true  and  correct  as  of the effective date of the Registration
Statement;  (vi)  the Purchaser has, in connection with its decision to purchase
the number of Shares set forth on the signature page hereof, not relied upon any
representations or other


                                        6
<PAGE>
information (whether oral or written) other than as set forth in the Information
Documents  and  the  representations  and  warranties  of  the Company contained
herein;  (vii)  the  Purchaser has had an opportunity to discuss this investment
with representatives of the Company and ask questions of them and such questions
have  been  answered  to  the full satisfaction of the Purchaser; and (viii) the
Purchaser  is  an  "accredited  investor"  within  the  meaning  of  Rule 501 of
Regulation  D  promulgated under the Securities Act because such Purchaser meets
at least one of the conditions set forth in APPENDIX III hereto.
                                            ------------

     5.2     The  Purchaser  hereby  covenants  with the Company not to make any
sale of the Shares without satisfying the prospectus delivery requirements under
the  Securities  Act,  if  any.

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

     5.4     The  Purchaser  recognizes  that  an  investment  in  the Shares is
speculative  and  involves a high degree of risk, including a risk of total loss
of  the  Purchaser's investment. The Investor can bear the economic risk of this
investment  and  can  afford  a  complete  loss  thereof.

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

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

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

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

     THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
     ACT"),  OR  REGISTERED  OR  QUALIFIED  UNDER  ANY  APPLICABLE  STATE
     SECURITIES  LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES MAY NOT
     BE  TRANSFERRED  UNLESS  (A)  COVERED  BY  AN  EFFECTIVE  REGISTRATION
     STATEMENT  UNDER  THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER
     APPLICABLE  STATE  LAW AND, IF APPLICABLE, CANADIAN SECURITIES LAWS OR
     (B)  EXEMPTIONS  FROM  SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS
     ARE  AVAILABLE.  AS  A  CONDITION  TO PERMITTING ANY TRANSFER OF THESE
     SECURITIES,  THE  COMPANY  MAY  REQUIRE  THAT  IT BE FURNISHED WITH AN
     OPINION  OF  COUNSEL  ACCEPTABLE  TO THE COMPANY TO THE EFFECT THAT NO
     REGISTRATION  OR QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER.

     5.9     The  Purchaser  agrees not to trade any of the Shares to any person
or  company  resident  in  Canada  before  the  date which is 12 months from the
Closing  Date.

SECTION  6.  SURVIVAL  OF  REPRESENTATIVES,  WARRANTIES  AND  AGREEMENTS.
             -----------------------------------------------------------
Notwithstanding  any  investigation  made  by  any  party to this Agreement, all
covenants,  agreements,  representations  and warranties made by the Company and
the  Purchaser  herein  and  in any certificates or documents delivered pursuant
hereto  or  in  connection


                                        7
<PAGE>
herewith  shall  survive  following  the delivery to the Purchaser of the Shares
being  purchased  and  the  payment  therefor.

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

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

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

     (a)     as soon as practicable, but in no event later than thirty (30) days
following  the  date  of  Closing,  prepare  and  file  with  the  Commission  a
Registration  Statement  on Form F-3 relating to the resale pursuant to Rule 415
under  the  Securities  Act  of  the  Shares  by the Purchaser from time to time
through  the Over the Counter Bulletin Board or the facilities of any securities
exchange  on  which  the  common  shares  of  the  Company are then traded or in
privately-negotiated  transactions;

     (b)     The  Registration  Statement  (and  each  amendment  or  supplement
thereto  and  each  request  for acceleration of effectiveness thereof) shall be
provided  to  the  Purchaser  and  its  counsel  prior  to  its  filing or other
submission.  If  a  Registration Statement covering the Shares is not filed with
the Commission within thirty days of the Closing Date, the Company will make pro
rata  payments  to each Purchaser as liquidated damages and not as a penalty, in
an  amount  equal  to 2.0% of the aggregate amount paid by such Purchaser on the
Closing  Date  to  the Company for any 30-day period or pro rata for any portion
thereof following the date by which such Registration Statement should have been
filed  for  which no Registration Statement is filed with respect to the Shares.
Such  payment  shall  be  made  to  each  Purchaser in additional fully paid and
non-assessable  Common  Shares not later than three Business Days following, the
end  of  30-day  period.  For this purpose, each Common Share shall be deemed to
have  a  value  equal to the arithmetic mean of the closing sales prices for the
Common  Shares  for the ten (10) trading days beginning twenty (20) trading days
prior  to  the  issuance  of  such  shares;

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

     (d)     use  commercially  reasonable  efforts  to  have  the  Registration
Statement  declared  effective  as  soon  as  practicable.  If  a  Registration
Statement  covering the Shares is not declared effective by the Commission prior
to 105 days after the Closing Date, then the Company will make pro rata payments
to each Purchaser as liquidated damages and not as a penalty, in an amount equal
to  1.0%  of  the aggregate amount invested by such Purchaser in the Shares, for
any  month  or pro rata for any portion thereof following the date by which such
Registration  Statement should have been effective (the "Blackout Period"). Such
payments  shall  be  in  partial  compensation  to  the Purchaser, and shall not
constitute the Purchaser's exclusive remedy for such events. The amounts payable
as  liquidated  damages  pursuant to this paragraph shall be paid monthly within
three (3) Business Days of the last day of each month following the commencement
of  the  Blackout  Period  until  the  termination  of the Blackout Period. Such
payment  shall  be  made  to  the  Purchaser  in  additional  fully  paid  and
non-assessable  Common Shares. Each Common Share shall be deemed to have a value
equal  to  the arithmetic mean of the closing sales prices for the Common Shares
for  the  ten  (10) trading days beginning twenty (20) trading days prior to the
issuance  of  such  shares;

     (e)     prepare  and  file  with  the  Commission  such  amendments  and
supplements  to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective until
the  earlier of (i) the second anniversary of the Closing Date, (ii) the date on
which  the  Purchaser may sell all the Shares then held by the Purchaser without
volume  limitations  in  accordance  with  subsection  (k) of Rule 144 under the
Securities  Act  ("Rule 144"), or (iii) such time as all the Shares purchased by
the  Purchaser  have  been  sold  pursuant  to  a  registration  statement;

     (f)     so  long  as  the  Registration Statement is effective covering the
resale  of  the  Shares  owned  by  the Purchaser, furnish to the Purchaser with
respect  to  the  Shares  registered  under  the  Registration  Statement  such


                                        8
<PAGE>
reasonable  number  of  copies  of  prospectuses and such other documents as the
Purchaser  may  reasonably  request,  in  order to facilitate the public sale or
other  disposition  of  all  or  any  of  the  Shares  by  the  Purchaser;

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

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

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

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

               if to the Company, to:

                         Diversinet Corp.
                         2225 Sheppard Avenue East, Suite 1700
                         Toronto, Ontario M2J 5C2, Canada
                         Facsimile: (416) 756-7346
                         Attention: David Hackett, Chief Financial Officer

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

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

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

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

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

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

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


                                        9
<PAGE>
SECTION  14.  ENTIRE  AGREEMENT.  This  Agreement  (including  the  attachments
              -----------------
hereto) contains the entire agreement of the parties with respect to the subject
matter  hereof  and supersedes and is in full substitution for any and all prior
oral  or  written  agreements  and  understandings  between them related to such
subject  matter,  and neither party hereto shall be liable or bound to the other
party  hereto  in  any  manner  with  respect  to  such  subject  matter  by any
representations, indemnities, covenants or agreements except as specifically set
forth  herein.

SECTION  15.  RIGHT  OF  ACCEPTANCE.  The Purchaser acknowledges and agrees that
              ---------------------
the  Company  shall have the right, at its sole discretion, to accept or reject,
up  to  the  Closing, any subscription for Shares and that acceptance thereof is
not  subject  to  the Company having received any minimum amount of subscription
proceeds.  The  Purchaser further acknowledges and agrees that execution of this
Agreement  by  the  Purchaser  shall not result in any obligation on the Company
until  such  time as this Agreement shall have been duly executed by the Company
and Closing shall have occurred.  Any funds received by the Company or its agent
from  the  Purchaser  on  account  of  the  purchase price of the Shares will be
returned  to  the  Purchaser  (without  interest  or  deduction)  at the address
indicated  in  Appendix  I  in  the  event  the  Company determines, in its sole
discretion,  to  reject  the  Purchaser's  subscription  for  Shares.

SECTION  16.  RIGHT  TO  APPOINT  AGENT.  The  Purchaser  acknowledges  that the
              --------------------------
Company  retains the right, in its sole discretion, to appoint a placement agent
in  connection with the sale of Shares to the Purchaser and that the Company may
pay  to  such  placement agent a fee which may be calculated by reference to the
purchase  price  payable  by  the  Purchaser.  Sunrise  Securities Corp. will be
receiving  a  selling  commission  in cash and stock in relation to this private
placement.  In addition to its selling commission, Sunrise will receive warrants
to  purchase  10% of the number of Shares sold in this offering.  The three-year
warrants  shall  have  an  exercise  price  of  $0.62  per  Share.


                                       10
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives  shown  below:



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

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


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


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


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

                              Telephone:
                                            -----------------------------

                              Facsimile:
                                            -----------------------------

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

Number of Shares             Price Per Share in            Aggregate Price in
to be Purchased              U.S. Dollars                  U.S. Dollars
---------------              ------------                  ------------
                             $ 0.62


Accepted and Agreed to by:


                         DIVERSINET  CORP.



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


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


                                       11
<PAGE>
                                   APPENDIX I


                                DIVERSINET CORP.

                         STOCK CERTIFICATE QUESTIONNAIRE


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

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



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

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



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

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


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

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

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

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



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

5.        The  name  of the financial institution of the Purchaser which will be
          wiring  funds  representing  the  purchase  price  of  the  Shares:


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

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

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


<PAGE>
                                   APPENDIX II


                                DIVERSINET CORP.

                      REGISTRATION STATEMENT QUESTIONNAIRE


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

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


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

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

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

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


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

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

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

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

          Yes          No


<PAGE>
                                  Appendix III

     "Accredited  Investors" as defined in Regulation D under the Securities Act
of  1933,  as  amended  (the  "Act"),  include  any  of  the  following:

     1.     Any  natural  person  whose individual net worth, or joint net worth
with  that  person's  spouse,  at  the time of  his purchase exceeds $1,000,000;

     2.     Any  natural  person  who  had  an  individual  income  in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in  each  of  those years and has a reasonable
expectation  of  reaching  the  same  income  level  in  the  current  year.

     3.     Any  bank  as  defined in section 3(a)(2) of the Act, or any savings
and  loan  association  or other institution as defined in section 3(a)(5)(A) of
the  Act  whether  acting in its individual or fiduciary capacity; any broker or
dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
any  insurance  company  as  defined in section 2(13) of the Act; any investment
company  registered  under  the  Investment  Company  Act  of 1940 or a business
development  company  as  defined  in  section  2(a)(48)  of  the Act; any Small
Business  Investment  Company licensed by the U.S. Small Business Administration
under  section  301(d)  or (d) of the Small Business Investment Act of 1958; any
plan  established  and maintained by a state, its political subdivisions, or any
agency  or  instrumentality  of  a  state or its political subdivisions, for the
benefits of its employees if such plan has total assets in excess of $5,000,000;
any  employee  benefit plan within the meaning of the Employee Retirement Income
Security  Act of 1974 if the investment decision is made by a plan fiduciary, as
defined  in  section 3(21) of such Act, which is either a bank, savings and loan
association,  insurance  company,  or  registered  investment advisor, or if the
employee  benefit  plan  has  total  assets  in  excess  of  $5,000,000 or, if a
self-directed  plan,  with  investment decisions made solely by persons that are
accredited  investors;

     4.     Any  private  business  development  company  as  defined in section
202(a)(22)  of  the  Investment  Advisors  Act  of  1940;

     5.     Any  organization  described  in  section  501(d)(3) of the Internal
Revenue  Code,  corporation,  Massachusetts  or  similar  business  trust,  or
partnership,  not  formed  for  the specific purpose of acquiring the securities
offered,  with  total  assets  in  excess  of  $5,000,000;

     6.     Any director, executive officer, or general partner of the issuer of
the  securities  being  offered, or sold, or any director, executive officer, or
general  partner  of  a  general  partner  of  that  issuer;

     7.     Any trust, with total assets in excess of $5,000,000, not formed for
the  specific  purpose  of  acquiring  the securities offered, whose purchase is
directed  by  sophisticated  person  as  described  in  230.506(b)(2)(ii);

     8.     Any  entity  in  which  all  of  the  equity  owners  are accredited
investors.


<PAGE>