SHARE PURCHASE AGREEMENT
                            ------------------------

THIS  dated  for  reference  30th  day  of  November,  1999.

AMONG:

TRADE-FAST,  INC.,  a  Delaware  corporation with an office at 585 Stewart Ave.,
Suite  412,  Garden  City,  New  York,  11530
     (herein  called  the  "Company")

AND:

ALAN  COHEN
(herein  "Vendor")

AND:

E-FINANCIAL DEPOT.COM, INC., a Delaware corporation with an office at 1005 - 750
West  Pender  Street,  Vancouver,  British  Columbia,  Canada,  V6C  2T8.
(herein  "Purchaser")

WHEREAS:

A.          The  Vendor  is  the  registered and beneficial owners of all of the
issued  and  outstanding  shares  of  the  Company  (the  "Vendor's  Shares");

B.     Pursuant  to  a  Letter  of  Intent  dated  November 10, 1999 between the
Company  and the Purchaser, the Purchaser agreed, subject to completion of a due
diligence  review  to  acquire  the  Vendor's  Shares;  and

C.          Upon  the  terms  and  subject  to  the conditions set forth in this
Agreement, the Vendor has agreed to sell to the Purchaser, and the Purchaser has
agreed  to  purchase, the Vendor's Shares for the consideration set forth below;
THEREFORE  in  consideration  of  the  premises  and of the mutual covenants and
agreements herein set forth, the parties hereto covenant and agree each with the
other  as  follows:

1.     DEFINITIONS  AND  INTERPRETATION

1.1     In  this  Agreement:

(a)     "Accounts  Payable"  means all of the trade accounts and other debts and
accrued  charges  owed  by  the  Company  as  at the date hereof (other than the
Permitted  Liens),  and  which  are  enumerated  and  described in the Financial
Statements, together with those trade accounts reasonably incurred in the normal
and  ordinary  course  of  the  Business between the date hereof and the Closing
Date,  whether  the  same are due or to become due at or after the Closing Date;

<PAGE>

(b)     "Accounts  Receivable"  means  all  of  the  trade  accounts,  notes,
commissions  and  other debts arising out of the operation of the Business owing
to  the  Company  as  at the Closing Date, whether due or to become due as at or
after  the  Closing  Date;

(c)     "Business"  means  the  business  of managing the broker-dealer business
currently carried on by New World Securities in accordance with the terms of the
Management  Services  Agreement;

(d)     "Business  Assets"  means  all  of the real property, personal property,
choses  in  action,  intangible or intellectual property and all other assets of
whatsoever nature owned or leased by any of the Entities, or in which any of the
Entities  has  any  right  or  interest  or  the  right  to acquire an interest,
including  the  Accounts  Receivable,  the  Contracts  and  the assets listed in
Schedule  "A";

(e)     "Closing"  means  the completion of the transactions contemplated hereby
in  accordance  with  the  terms  hereof;

(f)     "Closing  Date"  means three business days following the satisfaction or
waiver  of  the  conditions  hereto, but in any event no later than November 30,
1999,  unless  otherwise  agreed  to  by  the  parties.

(g)     "Consents"  means  the  consents,  waivers  and  approvals  set forth in
Schedule  "B";

(h)     "Contracts"  means  all  of  the  commitments,  agreements,  contracts,
instruments,  leases and other documents entered into by any of the Entities, by
which  any  of  the  Entities  is  bound  or to which any of the Entities or the
Business  Assets  are  subject  (other  than  the Permitted Liens) and which are
described  in  Schedule  "C";

(i)     "Due  Diligence Period" means the period commencing on November 10, 1999
and  ending  on  November  26,  1999;

(j)     "Entities" means collectively the Company, the Subsidiary and New World;

(k)     "Escrow  Agent"  has  the  meaning  set  forth  in  Section  3.5;

(l)     "Escrow  Agreement"  means  the  escrow  agreement  attached  hereto  as
Schedule  "N";

(m)     "Escrow  Shares"  has  the  meaning  set  forth  in  Section  3.1;

(n)     "Execution  Date"  means  the  date  of  signing  of  this  Agreement;

(o)     "Financial  Statements"  means  the most current financial statements of
the  Company,  copies  of  which  are  attached  as  Schedule  "D";

<PAGE>

(p)     "Indebtedness"  means any and all advances, debts, duties, endorsements,
guarantees,  liabilities,  obligations,  responsibilities  and undertakings of a
person  assumed,  created,  incurred  or made, whether voluntary or involuntary,
however  arising,  whether  due  or  not  due, absolute, inchoate or contingent,
liquidated  or  unliquidated,  determined  or  undetermined, direct or indirect,
express  or  implied,  and  whether  such  persons may be liable individually or
jointly  with  others;

(q)     "Intellectual  Property"  means all, copyrights, copyright registrations
and  applications,  trade  names or brand names, Internet domain names, business
names,  trade-marks,  trade-mark  registrations and applications, service marks,
service  mark  registrations  and  applications,  trade  secrets,  proprietary
programming information and know-how, patents and patent applications, and other
patent  rights,  processes, technology, software (in both source code and object
code  format),  documentation  in  relation  to  software,  firmware  and  other
intellectual  property, together with all rights under licences, registered user
agreements,  technology transfer agreements, and other agreements or instruments
relating to any of the foregoing, owned by any of the Entities or otherwise used
in  connection  with  the  Business  or  the  New  World Business, including the
intellectual  property  described  on  Schedule  "M";

(r)     "Lien"  means  any  mortgage,  debenture, charge, hypothecation, pledge,
lien,  or  other  security  interest  or encumbrance of whatever kind or nature,
regardless  of  form  and  whether  consensual  or arising by laws, statutory or
otherwise that secures the payment of any Indebtedness or the performance of any
obligation  or  creates  in  favour  of  or grants to any person any proprietary
right;

(s)     "Management Services Agreement" means that management services agreement
between  the  Company and New World Securities Inc. dated for reference November
30,  1999;

(t)     "NASD" means the National Association of Securities Dealers Inc. and its
associated  companies  including,  but  not  limited  to, NASD Regulation, Inc.;

(u)     "New World" means Lynn Kitchen Inc., d.b.a. New World Securities Inc., a
licensed  broker  dealer;

(v)     "New  World  Business"  means  the  broker-dealer  business as currently
conducted  by  New  World;

(w)     "New  World  Financial  Statements"  means  the  most  current financial
statements  of  the Company filed with the NASD, copies of which are attached as
Schedule  "E";

(x)     "New  World  Option"  means the option to be granted to the Purchaser by
the  Vendor entitling the Purchaser to acquire all of the issued and outstanding
shares  at  a  price  of  $1.00  in  total;

(y)     "OTC  BB"  means  the  OTC  Bulletin  Board;

<PAGE>

(z)     "Permitted  Liens"  means  the  liens  described  in  Schedule  "F";

(aa)     "Purchase  Price"  means,  for  the  purposes  of section 2 hereof, the
amount  of  $18,000,000,  subject  to adjustment pursuant to paragraph 3 herein,
payable  by  way  of  issuance  of  the  Purchaser  Shares;

(bb)     "Purchaser's  Closing  Documents" means those documents to be delivered
by  the  Purchaser  at  Closing  as  referenced  in  Section  16.1  hereof;

(cc)     "Purchaser  Shares"  means  Four  Million  (4,000,000)  shares  of  the
Purchaser  having  a  deemed  price  of $4.50 per share subject to adjustment in
accordance  with  section  2.3  herein;

(dd)     "Purchaser's  Solicitors"  means  Clark,  Wilson,  Barristers  and
Solicitors;

(ee)     "SEC"  means  the  Unites  States  Securities  and Exchange Commission;

(ff)     "Securities  Exchange  Act" means the United States Securities Exchange
Act  of  1934;

(gg)     "Securities  Act"  means  the  United  States  Securities  Act of 1933;

(hh)      "Subsidiary"  means  EZ  Trade.com,  Inc.;

(ii)     Vendor's  Closing  Documents"  means  those  documents,  instruments,
resolutions  and  share  certificates  referenced  in  Section  15.1 hereof; and

(jj)     "Vendor's  Shares"  has  the  meaning  set  forth  in  Recital A above.

1.2     In  this  Agreement,  except  as  otherwise  expressly  provided:

(a)     "Agreement"  means this share purchase agreement, including the preamble
and the Schedules hereto, as it may from time to time be supplemented or amended
and  in  effect;

(b)     all  references  in  this  Agreement  to a designated "Section" or other
subdivision  or  to a Schedule is to the designated Section or other subdivision
of,  or  Schedule  to,  this  Agreement;

(c)     the  words "herein", "hereof" and "hereunder" and other words of similar
import  refer  to this Agreement as a whole and not to any particular Section or
other  subdivision  or  Schedule;

(d)     the  headings  are  for  convenience only and do not form a part of this
Agreement  and are not intended to interpret, define, or limit the scope, extent
or  intent  of  this  Agreement  or  any  provision  hereof;

(e)     the singular of any term includes the plural, and vice versa; the use of
any  term  is  equally  applicable  to  any gender and, where applicable, a body
corporate;  the word "or" is not exclusive; the word "including" means including
without  limitation  or  prejudice  to  the  generality  of  any  description,
definition,  term  or phrase preceding that word, and the word "include" and its
derivatives  will be construed accordingly; the expression "to the knowledge of"
or  any similar expression as applied to a corporation or individual, refers to,
(A)  in  the  case  of an individual, the knowledge as at the relevant date that
such  individual  had or would have had had he exercised due diligence in making
enquiries  in relation to the matter in question from all sources of information
likely to provide him with knowledge of same, and (B) in the case of a corporate
person, the knowledge (as aforementioned) of a director or officer thereof as at
the  relevant  date;

<PAGE>

(f)     any  accounting  term not otherwise defined has the meanings assigned to
it in accordance with generally accepted accounting principles applicable in the
United  States;

(g)     except  as  otherwise  provided,  any  dollar amount referred to in this
Agreement  means  the  lawful  currency  of  the  United  States;

(h)     any other term defined within the text of this Agreement has the meaning
so  ascribed.

1.3     The  following  are  the  Schedules  to  this  Agreement:

SCHEDULE     DESCRIPTION
--------     -----------
A     Business  Assets
B     Consents
C     Contracts
D     Financial  Statements
E     New  World  Financial  Statements
F     Permitted  Liens
G     Authorized  and  Issued  Capital
H     Directors  and  Officers
I     Banking  Arrangement
J     Employee  List
K     Employee  Benefit  Plans
L     Litigation
M     Intellectual  Property
N     Escrow  Agreement
O     Insurance  Policies

2.     PURCHASE  AND  SALE

2.1     Upon  and  subject  to  the  terms and conditions of this Agreement, the
Purchaser  hereby  agrees  to  purchase  from  the Vendor, and the Vendor hereby
undertakes  to  sell  or  procure the sale of and transfer to the Purchaser, all
legal  and  beneficial  interest  in  the  Vendor's  Shares.

<PAGE>

2.2     The  Purchase Price will be paid on the Closing Date by the Purchaser by
issuing  the  Purchaser  Shares  to  the  Vendor.

2.3     Notwithstanding  the above, in circumstances during the period ending 12
months  from  the Closing Date, the Purchaser issues shares in its capital stock
(a  "Dilutive  Issuance"),  other  than  pursuant to options or other agreements
existing as of the date hereof and, incentive stock options subsequently granted
to  bona  fide  employees and consultants to the Purchaser, at a price less than
$4.50  per share (the "Dilutive Price"), the Purchase Price shall be adjusted by
issuing  to  the  Vendor such further number of shares of the Purchaser in order
that  the  Vendor shall have received the Purchase Price in shares of the common
stock  of  the  Purchaser  having a deemed price per share equal to the Dilutive
Price  and  in circumstances where there is more than on Dilutive Issuance, this
Section  shall  apply  to  each  such  Dilutive  Issuance.

3.     ESCROW  SHARES

3.1     Seven  Hundred  Thousand  (700,000)  of the Purchaser Shares issued as a
portion  of  the  Purchase  Price  (the  "Escrow  Shares")  will  be escrowed in
accordance  with  the  terms of this Agreement and the Escrow Agreement attached
hereto  as  Schedule  "N".

3.2     The  Escrow  Shares  will  be returned to the Purchaser in circumstances
where  the Company does not have earnings prior to any distributions of at least
Three  Million ($3,000,000) Dollars for the Twelve Month period ending March 31,
2000  as  evidenced  by  the financial statements of the Company for such period
provided  that,  in  circumstances  where the Closing Documents are not released
from  escrow as contemplated under Section 17.1 by December 15, 1999, the ending
date  for  the above referenced Twelve Month period will be extended to June 30,
2000.

3.3     For the purpose of calculating earnings, the Company will use accounting
practices consistent with generally accepted accounting principles applicable in
the  United  States  and  the  Company's  prior  practices.

3.4     The  Vendor  agrees  that  in  circumstances where the Escrow Shares are
otherwise  to  be  released  to the Vendor as contemplated herein, the Purchaser
will  be  entitled to have returned to it such number of Escrow Shares, having a
deemed  value  of  $4.50  per  Escrow  Share,  as represent a value equal to the
amount,  if any, of the liabilities of the Company or New World at Closing which
are  in  excess of the liabilities as disclosed in the focus report of New World
as at November 30, 1999 and the unaudited financial statements of the Company as
at  November  30,  1999  delivered  to  the  Purchaser  prior  to the Closing or
otherwise  disclosed  in  writing  to  the  Purchaser  prior  to  the  Closing.

3.5     At the Closing, the Vendor will be deemed to have received and deposited
with  the  Escrow Agent (as defined below) the Escrow Shares, without any act of
any  Vendor.  As  soon  as practicable after Closing, the Escrow Shares  will be
deposited  with  Clark,  Wilson,  Barristers  and  Solicitors  (or  other entity
acceptable  to  the  Vendor  and  the  Purchaser),  as Escrow Agent (the "Escrow
Agent"),  to  be  governed  by  the  terms  set  forth  herein and in the Escrow
Agreement.  The Escrow Shares will be held in a trust and will not be subject to
any  lien,  attachment,  trustee  process  or  any other judicial process of any
creditor  of  any  party, and will be held and disbursed solely for the purposes
and  in  accordance  with  terms  of  this  Section  3 and the Escrow Agreement.

<PAGE>

3.6     Concurrent  with  the  execution  of  this Agreement, the Vendor and the
Purchaser will execute and deliver the Escrow Agreement attached as Schedule "N"
to  this  Agreement.

4.     RESTRICTED  SECURITIES

4.1     The  Vendor  understands  that  the  Purchaser  Shares  may not be sold,
transferred  or  otherwise disposed of without registration under the Securities
Act  or  an  exemption  therefrom,  and  that  in  the  absence  of an effective
registration  statement  covering the Purchaser Shares or an available exemption
from  registration  under  the Securities Act, the Purchaser Shares must be held
indefinitely.  In  particular, the Vendor is aware that the Purchaser Shares may
not be sold pursuant to Rule 144 promulgated under the Securities Act unless all
of  the  conditions  of  that  Rule  are  met.  In  this  connection, the Vendor
represents that the Vendor understands that under Rule 144, the Purchaser Shares
must  be  held  for  at least one year after purchase thereof from the Purchaser
prior  to  resale  (two years in the absence of public current information about
the  Purchaser) and that, under certain circumstances, the conditions for use of
Rule  144  include  the  availability  of  public  current information about the
Purchaser,  that  sales  be  effected  through  a  "broker's  transaction"  or
transactions with a "market maker," and that the number of shares being sold not
exceed  specified limitations.  In this regard the Purchaser shall take steps to
cause  the  Company to facilitate such sales of the Purchaser Shares as shall be
proposed  to  be  made  in  accordance  with  Rule  144.  Such  public  current
information  about  the Purchaser for purposes of Rule 144 is now available, but
may  not  be  in  the  future.

4.2     It  is  understood  and  agreed  that  the  certificates  evidencing the
Purchaser  Shares  may  bear  one  or  all  of  the  following  legends:

(a)     "The  shares  represented  by  this certificate have not been registered
under  the  United States Securities Act of 1933.  They may not be sold, offered
for  sale,  pledged,  hypothecated  or otherwise transferred in the absence of a
registration  statement  in effect with respect to such shares under such Act or
an  opinion  of counsel or other evidence satisfactory to e-financial depot.com,
Inc.  and  its  counsel  that  such  registration  is  not  required.";  or

(b)     Any  legend  required  by  any  other  jurisdiction.

5.     PURCHASER'S  COMMITMENTS

5.1          Upon and subject to the completion of the transactions contemplated
herein,  the  Purchaser  will provide a commitment in a form satisfactory to the
principal  shareholders  of  the  Company,  acting  reasonably:

(a)     to invest up to Three Million Five Hundred Thousand ($3,500,000) Dollars
in  the Company during the Twelve (12)-month period after Closing, to be applied
for  the purpose of implementing the Company's' business plan with the intention
that One Million ($1,000,000) Dollars is to be invested on or about December 15,
1999;

<PAGE>

(b)     to  investigate  the opportunities for, and the logistics of. setting up
online  trading  in  Europe;  and

(c)     to  retain  all current employees, consultants and licensed staff of the
Company  at  current  salaries for a minimum of Twenty (24) months after closing
subject  to  the  right  to  terminate  any  such  employees  for  cause.

6.     FINDER'S  FEE

6.1     The  Vendor  and the Purchaser will each assume liability for 50% of any
finder's  fee  or commission payable to Dan Najor in respect of the transactions
contemplated  by  this  Agreement.

7.     CLOSING

7.1     The Closing will take place at 4:00 p.m. local time, on the Closing Date
at  the  offices of the Purchaser's Solicitors, or at such other place, date and
time,  as  the  parties  agree  upon.

8.     WARRANTIES  AND  REPRESENTATIONS  OF  THE  VENDOR

8.1     The  Vendor  warrants  and  represents to the Purchaser, with the intent
that  the  Purchaser  will  rely  thereon in entering into this Agreement and in
concluding  the  purchase  and  sale  contemplated  herein,  that:

(a)     the Vendor is the registered holder and beneficial owner of the Vendor's
Shares,  free  and  clear  of all Liens and the Vendor has no interest, legal or
beneficial,  direct or indirect, in any shares of, or the assets or business of,
the  Company  other  than  the  such  Vendor's  Shares;

(b)     the  Vendor has the power and capacity and good and sufficient right and
authority  to  enter  into this Agreement on the terms and conditions herein set
forth  and  will  on  the Closing Date have the rights to transfer the legal and
beneficial  title  and  ownership  of  the  Vendor's  Shares  to  the Purchaser;

(c)     the  Vendor  does  not  have  any  specific  information relating to the
Company  which  is  not  generally  known or which has not been disclosed to the
Purchaser  and  which if known could reasonably be expected to have a materially
adverse  effect  on  the  value  of  the  Vendor's  Shares;

(d)     the  Vendor  understands  that  the  Purchaser Shares are not registered
under  the  Securities  Act  on  the  ground  that the sale provided for in this
agreement  and  the  issuance  of  the  securities  hereunder  is  exempt  from
registration under the Securities Act pursuant to Section 4(2) thereof, and that
Purchaser's reliance on such exemption is based on such Vendor's representation;
and

(e)     the  Vendor  has had adequate opportunity to obtain from representatives
of  the Purchaser such information, in addition to the representations set forth
in  this  Agreement,  as  is  necessary to evaluate the merits and risks of such
Vendor's  investment  in  the  Purchaser  Shares  and such Vendor has sufficient
experience  in business, financial and investment matters to be able to evaluate
the  risks  involved  in the acquisition of the Purchaser Shares to be issued to
such  Vendor  pursuant  to  the  terms of this Agreement and to make an informed
investment  decisions  with  respect  to  such  investment.

<PAGE>

(f)     the  Vendor's  Shares represent all of the issued and outstanding shares
of  the  Company;

(g)     the  Company  is  the sole registered and beneficial owner of all of the
issued  and  outstanding  shares of the Subsidiary, free and clear of any Liens;

(h)     the  Vendor  is  also the sole registered and beneficial owner of all of
the  issued  and  outstanding  shares of New World, free and clear of any Liens;

(i)     the  authorized  and  issued  capital  of the Company is as described in
Schedule  "G";

(j)     no  person  has any agreement, right, option or privilege, consensual or
arising  by  law,  present  or  future,  contingent  or  absolute, or capable of
becoming  an  agreement,  right  or  option:

(i)     to  require  any of the Entities to issue any further or other shares in
its capital or any other security convertible or exchangeable into shares in its
capital  or  to  convert  or  exchange  any securities into or for shares in the
capital  of  any  of  the  Entities;

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

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

(iv)     to  purchase  or  otherwise acquire any shares in the capital of any of
the  Entities;  or

(v)     which  is capable of becoming an agreement for the acquisition of any of
the  Business  Assets.

(k)     each  of  the  Entities  is a private company limited by shares and duly
incorporated,  validly  existing  and  in  good  standing  under the laws of the
jurisdiction  of  its  incorporation;

(l)     the  directors  and  officers  of the Company are identified in Schedule
"H";

(m)     all  alterations  to  the  constating documents of the Company since its
incorporation,  have  been  duly  approved by the shareholders of the Company in
accordance  with applicable corporate law and registered with the relevant state
authorities;

<PAGE>

(n)     the  Company  carries  on the Business in New York and does not carry on
any  business  in  any  other  state or territory of the United States or in any
other  county  and  does  not  carry  on  any  business other than the Business;

(o)     New  World  is  registered  in  all  jurisdictions in which it currently
carries  on  the  New  World  Business;

(p)     each  of  the Entities has the power, authority and capacity to carry on
its  business  as  presently  conducted  by  it;

(q)     each  of  the  Entities has the power, authority and capacity to own and
use  all  of  the  Business  Assets  owned  or  used  by  it;

(r)     the  Entities  own and possess all right, title and interest in, and has
good and marketable title to and possession of, all the Business Assets free and
clear  of  all Liens (with the exceptions of the Permitted Liens, those Business
Assets subject to the leases included in the Material Contracts and the Excluded
Assets)  and  neither  the Vendor, the Company nor New World has received notice
from  any  third  party claiming an interest in and to the Business Assets other
than an interest which constitutes a Permitted Lien, and neither the Vendor, the
Company  nor  New  World  has  any reason to believe any such claim may be made;

(s)     the Entities have no bank, trust, savings, chequing or other accounts or
deposits,  safety  deposit  boxes  or  other  depositaries  except as set out in
Schedule  "I",  which  Schedule  is a true and complete list showing the name of
each  bank, trust company or similar financial institution in which the Entities
have  accounts,  deposits  or  safety deposit boxes and the names of all persons
authorized  to  draw  thereon  or  have  access  thereto;

(t)     each  of  the  Entities  and  all  employees  of  the  Entities hold all
licences, permits and other regulatory approvals required for the conduct in the
ordinary  course  of the Business or the New World Business, as the case may be,
and  for  the  uses to which the Business Assets have been or may be put and all
such  licences,  permits  and  regulatory approvals are in good standing and the
conduct  and  uses  of  the same by each of the Entities or the employees of the
Entities,  as the case may be, are in compliance with all laws, zoning and other
bylaws,  building  and  other  restrictions,  rules,  regulations and ordinances
applicable to the Entities, the employees of the Entities, the Business, the New
World Business or the Business Assets, and neither the execution and delivery of
this  Agreement  nor the completion of the purchase and sale hereby contemplated
will give any person the right to terminate or cancel the said licences, permits
or  regulatory  approvals,  or  affect  such  compliance;

(u)     the  making  of  this  Agreement  and the completion of the transactions
contemplated  hereby and the performance of and compliance with the terms hereof
does  not  and  will  not:

<PAGE>

(i)     conflict  with  or  result  in  a breach of or violate any of the terms,
conditions,  or  provisions  of  the  constating  documents  of  the  Company;

(ii)     conflict  with  or  result  in a breach of or violate any of the terms,
conditions  or  provisions  of  any  law,  judgment,  order, injunction, decree,
regulation  or  ruling  of  any  court  or  governmental  authority, domestic or
foreign,  to which any of the Entities or the Vendor is subject or constitute or
result  in a default under any agreement, contract or commitment to which any of
the  Entities  or  the  Vendor  are  a  party;

(iii)     subject  to  obtaining  the  Consents,  give to any person any remedy,
cause  of  action, right of termination, cancellation or acceleration in or with
respect  to  any agreement, contract, or commitment to which any of the Entities
is  a  party  including  the  Contracts  and  the  Permitted  Liens;

(iv)     give  to  any government or governmental authority of the United States
or  any  state  or  any  regional  district,  district  or  municipality  or any
subdivision  thereof, including any governmental department, commission, bureau,
board,  or  administrative  agency  any  right  of termination, cancellation, or
suspension  of,  or  constitute  a  breach  of  or result in a default under any
permit,  license,  control, or authority issued to any of the Entities and which
is  necessary  or  desirable in connection with the conduct and operation of the
Business,  the  New  World  Business  and  the  ownership, leasing or use of the
Business  Assets;  or

(v)     subject  to  obtaining  the Consents, constitute a default by any of the
Entities  or an event which, with the giving of notice or lapse of time or both,
might  constitute  an  event  of  default or non-observance under any agreement,
contract,  indenture  or other instrument relating to any Indebtedness of any of
the  Entities  which  would give any person the right to accelerate the maturity
for the payment of any amount payable under that agreement, contract, indenture,
or  other  instrument  including  the  Contracts  and  the  Permitted  Liens;

(v)     the  Financial  Statements  were  prepared  in accordance with generally
accepted  accounting  principles  applied  on  a  basis  consistent  with  prior
reporting  periods,  are  true and correct in every material respect and present
fairly  and accurately the financial condition and position of the Company as at
the  date  hereof  and  the  results  of  the  operations  of  the  Company;

(w)     the  New  World  Financial  Statements  were prepared in accordance with
generally  accepted  accounting  principles  applied  on a basis consistent with
prior  reporting  periods,  are  true  and correct in every material respect and
present  fairly and accurately the financial condition and position of New World
as  at  the  date  hereof  and  the  results  of  the  operations  of New World;
(x)     the  Financial  Statements  and  New  World Financial Statements meet or
exceed  all federal and/or state financial disclosure requirements applicable to
securities  brokers  and  dealers;

<PAGE>

(y)     the  provisions  for  doubtful  accounts  receivable of the Company on a
consolidated  basis as recorded in the Financial Statements are, and collections
since  the  date  hereof  have  proven  them  to  be,  adequate;

(z)     the  provisions  for  doubtful  accounts  receivable  of  New World on a
consolidated  basis  as  recorded in the New World Financial Statements are, and
collections  since  the  date  hereof  have  proven  them  to  be,  adequate;

(aa)     the  Accounts Receivable of the Company and New World on a consolidated
basis  are  bona fide, good and collectable without set-off or counterclaim save
and  except  as  described  in  Schedule  "A";

(bb)     there  is  no  Indebtedness  of  the  Company which is not disclosed or
reflected  in  the  Financial  Statements  except  Accounts  Payable;

(cc)     there  is  no  Indebtedness  of  New  World  which  is not disclosed or
reflected  in  the  New  World  Financial  Statements  except  Accounts Payable;

(dd)     each of the Entities has been assessed for federal and state income tax
for  all  years to and including fiscal year 1998, and the Company and New World
have withheld and remitted to the relevant taxing authorities except those items
listed  and accrued in such Entity's financial statements as attached hereto all
amounts  required  to  be  remitted  to  relevant  tax  collecting  authorities
respecting  payments to employees or to non-residents, or otherwise and has paid
all  instalments  of  corporate  taxes  due  and  payable;

(ee)     all  tax  returns  and  reports  of  the  Company and New World and the
Subsidiary  required  by  law to be filed prior to the Execution Date (including
all  federal  and  state  income  tax  returns),  have  been filed and are true,
complete  and correct, and all taxes and other government charges (including all
income,  excise,  sales,  business  and property taxes and other rates, charges,
assessment,  levies,  duties, taxes, contributions, fees and licenses) have been
accrued  in  such  Entity's  financial  statements  as  attached  hereto;

(ff)     adequate  provision  has  been  made  for  taxes payable by each of the
Entities for which tax returns are not yet required to be filed and there are no
agreements,  waivers  or  other  arrangements providing for an extension of time
with  respect  to  the  filing  of  any  tax  return  by  or payment of any tax,
governmental  charge  or deficiency by any of the Entities, and to the knowledge
of  the  Vendor,  there  are  no contingent tax liabilities or any grounds which
would  prompt  a  re-assessment,  including  aggressive  treatment of income and
expenses  in  filing  earlier  tax  returns;

<PAGE>

(gg)     each  of  the Entities has made all elections required to be made under
applicable  tax legislation in connection with any distributions by the Entities
and  all  such  elections  were true and correct and in the prescribed forms and
were  made  within  the  prescribed  time  periods;

(hh)     none  of  the  Entities  has  prior  to  the  Execution  Date:

(i)     acquired  or  had  the  use of any property from a person with whom such
Entity  was  not  dealing  at  arm's  length;

(ii)     disposed  of anything to a person with whom such Entity was not dealing
at  arm's  length  for  proceeds less than or greater than the fair market value
thereof;  or

(iii)     discontinued  carrying on any business in respect of which non-capital
losses  were  incurred;

(ii)     other  than  approvals and filings required under applicable securities
laws,  no  authorization,  approval,  order,  license,  permit or consent of any
governmental  authority,  regulatory  body  or  court,  and  no  registration,
declaration  or  filing  by  the  Vendor  or  any  of the Entities with any such
governmental  authority,  regulatory  body or court is required in order for the
Vendor  to  complete  the  contemplated  purchase  and sale, to duly perform and
observe the terms and provisions of this Agreement, and to render this Agreement
legal,  valid,  binding  and  enforceable  in  accordance  with  its  terms;

(jj)     the  Business,  the  New  World Business and the Business Assets comply
with  all  applicable  laws,  judgments,  decrees,  orders,  injunctions, rules,
statutes and regulations of all courts, arbitrators or governmental authorities,
including  all  environmental,  health  and  safety  statutes  and  regulations;

(kk)     all material transactions of each of the Entities has been promptly and
properly  recorded or filed in or with its respective books and records, and the
minute books of each of the Entities contains all records required to be kept as
provided  by  applicable  state  law;

(ll)     with  respect  to  the  Intellectual  Property:

(i)     Schedule  "M"  contains  a  complete  and  accurate  list  of  all:

A.     trade-names,  trade-marks  and  service  marks;

B.     trade-mark  applications  and  service  mark  applications;

C.     registered  copyrights  and  copyright  applications;

D.     Internet  domain  name  registrations,
owned, used, made or applied for by each of the Entities setting out, in detail,
the  relevant  dates,  reference  numbers  and  jurisdictions  of  each;

<PAGE>

(ii)     to the Vendor's knowledge, there is no state of facts which casts doubt
on  the  validity  or  enforceability  of  the  Intellectual  Property;

(iii)     the use of any Intellectual Property will not infringe the industrial,
commercial  or  intellectual  property  rights  of  any  other  person;

(iv)     except  as  disclosed in Schedule "L", to the Vendor's knowledge, there
are  no existing or threatened legal proceedings, claims, or allegations (formal
or  informal),  or  any  basis  for  such proceedings, claims or allegations, in
respect  of  the  use  or  ownership  of  any  Intellectual  Property;

(v)     none of the Entities is in default of any of its obligations as licensee
under  any  technology  licence  pursuant  to  which  it  is  a  licensee;

(vi)     neither  the  entering into of this Agreement nor the completion of the
transactions  contemplated  hereby constitute or will constitute a breach of any
agreement  in  respect  of  Intellectual  Property;  and

(vii)     no  past  or  present employee, consultant or contractor of any of the
Entities  has  any  right,  title,  or interest in or to any of any Intellectual
Property,  all  such  employees,  consultants  and contractors have assigned and
waived  in  writing  their  rights  (including  moral  rights)  in  and  to  the
Intellectual  Property,  and  all  of the present employees of the Entities have
executed  and  delivered  to  such  Entity  or  employs them confidentiality and
non-competition agreements in relation to any information or data of such Entity
obtained  in  the course of his or her employment or other arrangement with such
Entity,  copies of which agreements have been provided to the Purchaser prior to
the  Closing  Date.

(mm)     each  of  the  Entities  is  in  full  compliance  with  the  rules and
regulations  of  the  applicable top level domain managers, including the domain
managers  of  the .ca, .com, .net, .gov, and .org top level domains, to maintain
its domain name registrations.  To the Vendor's knowledge, there is currently no
libellous,  scandalous  or  illegal content in any of the websites maintained by
any  of  the Entities in respect of which any complaint has been received by any
of  the  Entities  from  any  member  of  the  public  or from any government or
authority  or  from  any  top  level  domain  manager;

(nn)     each  of  the Entities has in effect contingency plans and technologies
for  each  of  the  following  possible  occurrences:

(i)     failure  of  any  of  the  major  systems  of  such Entity's business to
function  in  accordance  with  specifications  due  to  the  year  2000;  and
(ii)     failure  of  any  data processing hardware and software, communications
hardware  and  software,  hardware  and  software  storing  and/or  controlling
databases or any other component of any data processing or communications device
or  system  used  in  the  Business;

<PAGE>

(oo)     the Company has not experienced nor, to the knowledge of the Company or
the  Vendor,  has  there  been  any  occurrence or event which has had, or might
reasonably  be  expected to have, a materially adverse effect on the Business or
the  result  of  its  operations;

(pp)     New World has not experienced nor, to the knowledge of New World or the
Vendor,  has  there  been  any  occurrence  or  event  which  has  had, or might
reasonably  be  expected  to  have, a materially adverse effect on the New World
Business  or  the  result  of  its  operations;

(qq)     the  name  of  each  present  employee  or  consultant  of  each of the
Entities, the duration of the employment of each such employee or consultant and
the  remuneration  and  benefit  obligations in respect of each such employee or
consultant  is  accurately  set  out  in  Schedule  "J";

(rr)     the  Vendor  has  not  received  notice  of any complaints filed by any
employees  against  any  of  the  Entities  and  are  not  aware of any facts or
circumstances  that  may  give  rise  to any complaints claiming that any of the
Entities has violated applicable employee or human rights or similar legislation
in  jurisdictions  which the Business or the New World Business, as the case may
be  is  conducted  or  any  complaints  or proceedings of any kind involving the
Vendor.  All  levies, assessments and penalties made against any of the Entities
pursuant  to applicable worker's compensation legislation have been paid without
reassessment;

(ss)     there are no pension, profit sharing, incentive, bonus, group insurance
or similar plans or other compensation plans affecting any of the Entities other
than  those  described  in  Schedule  "K"  and  any  of the Entities there is no
unfunded  or  unpaid  liability  in  respect  of  any  such  plan;

(tt)     except  for  existing  oral  and written employment agreements with the
individuals  listed  in  Schedule  "J",  none of the Entities have any contract,
agreement,  undertaking  or arrangement, whether oral, written or implied, which
cannot  be  terminated  on  not  more  than  one  month's notice and none of the
Entities have any outstanding agreement, contract or commitment (whether written
or  oral)  whatsoever  relating to or affecting the conduct of the Business, the
New  World  Business  or any of the Business Assets or for the purchase, sale or
lease  of  any of the Business Assets other than the Contracts and the Permitted
Liens;

(uu)     there  is  no  basis  for  and  there are no actions, suits, judgments,
investigations  or proceedings outstanding or pending or to the knowledge of the
Vendor  threatened  against or affecting any of the Entities at law or in equity
or  before  or  by  any court or federal, state, municipal or other governmental
authority, department, commission, board, tribunal, bureau or agency and none of
the  Entities  are  a  party  to  or  threatened  with  any litigation, with the
exception  of  the  matters  described  in  Schedule  "L";

<PAGE>

(vv)     none  of  the  Entities:

(i)     is  in  breach of any of the terms, covenants, conditions, or provisions
of,  is  not in default under, and has not done or omitted to do anything which,
with the giving of notice or lapse of time or both, would constitute a breach of
or  a  default  under  any  Contract;

(ii)     is in violation of nor is any present use by any of the Entities of any
Business Assets in violation of or contravention of any applicable law, statute,
order,  rule  or  regulation  of  the United States or any state or any regional
district,  district  or  municipality  or  any  subdivision  thereof;  and

(iii)     is  in breach or default under any judgment, injunction or other order
or  aware  of  any judicial, administration, governmental, or other authority or
arbitrator by which any of the Entities is bound or to which any of the Entities
or  any  Business  Assets  are  subject;
and the Vendor has not received notice that any default, breach, or violation is
being  alleged;

(ww)     the  Company  has  not  guaranteed,  or  agreed  to  guarantee,  any
Indebtedness  or  other  obligation  of  any  person  except as described in the
Financial  Statements;

(xx)     New  World has not guaranteed, or agreed to guarantee, any Indebtedness
or other obligation of any person except as described in the New World Financial
Statements;

(yy)     reasonable  wear  and  tear  excepted,  the Business Assets are in good
working  order  and  in a functional state of repair and to the knowledge of the
Vendor,  there  are  no  latent  defects;

(zz)     since  the  applicable  date  hereof:

(i)     no  dividends  of any kind or other distribution on any shares of any of
the  Entities  has  been  declared  or  paid  by  the  Entities;

(ii)     there has been no material adverse change in the financial condition or
position  of  any of the Entities on a consolidated basis and no damage, loss or
destruction  materially affecting the Business Assets or the right, capacity, or
ability  of  the  Entities to carry on the Business or the New World Business as
the  case  may  be;

(iii)     none of the Entities has increased the pay of or paid or agreed to pay
any  pension,  bonus,  share  of  profits or other similar benefit to or for the
benefit  of  any  agent,  employee,  director,  or officer of the Company or the
Subsidiaries,  except  increases  in  the normal course of business to employees
other  than  officers  and  directors;

<PAGE>

(iv)     the Company and New World have conducted the Business and the New World
Business  as  applicable  in  the  usual and normal manner and the Entities have
maintained  the  Business  Assets in as good condition as prevailed prior to the
date  hereof  and  have  made  all  necessary  repairs and replacements thereto;

(v)     none  of  the  Entities  has waived or surrendered any right of material
value;  and

(aaa)     none  of  the  Entities are in breach of any federal or state rules or
regulations governing securities brokers in the United States including, but not
limited  to,  NASD rules and federal securities laws, rules and regulations; and

(bbb)     without  limiting  the  generality  of  the  foregoing, the Management
Services  Agreement  is  in  good standing and remains in full force and effect.

9.     PURCHASER'S  WARRANTIES  AND  REPRESENTATIONS

9.1     The  Purchaser  warrants  and  represents to the Vendor, with the intent
that  the  Vendor  will  rely  thereon  in  entering  into this Agreement and in
concluding  the  purchase  and  sale  contemplated  herein  that:

(a)     the  Purchaser  is a corporation duly incorporated, validly existing and
in  good  standing  under  the laws of Delaware and has the power, authority and
capacity  to  enter  into  this  Agreement  and  to  carry  out  its  terms;

(b)     the  execution  and delivery of this Agreement and the completion of the
transactions  contemplated  hereby  has  been duly and validly authorized by all
necessary  corporate  action  on  the  part of the Purchaser, and this Agreement
constitutes a legal, valid and binding obligation of the Purchaser in accordance
with  its  terms  except as limited by laws of general application affecting the
rights  of  creditors;

(c)     no  consent,  approval,  order  or  authorization  of,  or registration,
declaration  or  filing  with, any governmental authority is required by or with
respect  to  Purchaser  in  connection  with  the execution and delivery of this
Agreement  by  the  Purchaser  or  the  consummation  by  the  Purchaser  of the
transactions  contemplated  hereby, except for such consents, approvals, orders,
authorizations, registrations, declarations, qualifications or filings as may be
required by the OTC BB and under applicable federal and state securities laws in
connection  with  the  transactions  set  forth  herein;

(d)     the authorized capital stock of the Purchaser is One Hundred Ten Million
(110,000,000)  common  shares  without  par  value,  of which Two Million, Seven
Hundred  Fifty  Thousand (2,750,000) common shares are issued and outstanding as
of  the  date  hereof,  fully  paid  and  non-assessable;

<PAGE>

(e)     there  is  no  litigation,  proceeding  or governmental investigation in
progress,  pending,  threatened  or  contemplated  against  or  relating  to the
Purchaser,  the  business  of the Purchaser, or the transactions contemplated by
this  Agreement;

(f)     the  following  documents  have  been filed under the Purchaser's former
name,  Ballynagee  Acquisition Corp., with the SEC under the Securities Exchange
Act  and the rules and regulations promulgated thereto: Schedule 14C Information
Statement  filed  October  13,  1999,  Form 8K dated September 20, 1999, Pre 14C
filed October 1, 1999 and Form 10SB filed July 30, 1999.  As of their respective
filing dates, the Purchaser's SEC filings complied in all material respects with
the  Securities  Exchange  Act,  as  of  their  respective  filing  dates,  the
Purchaser's  SEC filings did not contain any untrue statement of a material fact
or  omit to state a material fact necessary to make the statements made therein,
in  light  of  the  circumstances  in  which  they  were  made,  not misleading;

(g)     the Purchaser Shares to be issued to the Vendor hereunder on the Closing
Date,  will  be  validly  issued,  fully  paid  and  non-assessable;  and

(h)     there  are  no orders ceasing or suspending trading in the securities of
the  Purchaser and to the best of the knowledge of the Purchaser, no proceedings
for  this  purpose  have  been  instituted  or  are  pending,  contemplated  or
threatened.

10.     COVENANTS

10.1     Between  the  Execution  Date  and  the  Closing,  the  Vendor:

(a)     will  cause  the  Company  to afford to the Purchaser and its authorized
representatives  access  during  normal business hours to all properties, books,
contracts,  commitments, records of each of the Entities and furnish such copies
(certified  if  requested)  thereof  and  other information as the Purchaser may
reasonably  request,  and  to  permit  the  Purchaser  and  its  authorized
representatives  to  make such audit of the books of account of the Entities and
physical verification of the Business Assets as the Purchaser may reasonably see
fit;

(b)     will  diligently  take  all  reasonable  steps  to  obtain, prior to the
Closing,  all  consents  and  approvals  required  to  complete the transactions
contemplated herein in accordance with the terms and conditions hereof including
the  Consents;

(c)     will  cause  each  of the Entities to conduct their business and affairs
diligently  and  only  in  the  ordinary  course,  and preserve and maintain the
goodwill  of each of the Entities, the Business Assets, the Business and the New
World  Business;

(d)     will  cause  each  of the Entities to maintain insurance coverage of the
scope and in the amounts presently held as more particularly set out in Schedule
"O";

<PAGE>

(e)     will not permit any of the Entities to make or agree to make any payment
to any director, officer, employee or agent of any of the Entities except in the
ordinary  course  of  business and at the regular rates of salary and commission
for  such  person  or  as reasonable reimbursement for expenses incurred by such
person  in  connection  with  the  Company.

11.     NON-MERGER

11.1     The representations, warranties, covenants and agreements of the Vendor
contained  herein and those contained in the documents and instruments delivered
pursuant  hereto  will  be  true  at and as of the Closing as though made at the
Closing  and  will  survive the Closing Date for a period ending 24 months after
Closing,  and  notwithstanding  the  completion  of  the  transactions  herein
contemplated,  the  waiver of any condition contained herein (unless such waiver
expressly  releases  the  Vendor  of  such representation, warranty, covenant or
agreement),  or any investigation by the Purchaser, the same will remain in full
force  and  effect  for  the  said  same  24  month  period  after  Closing.

11.2     The  representations,  warranties,  covenants  and  agreements  of  the
Purchaser  contained herein and those contained in the documents and instruments
delivered  pursuant  hereto will be true at and as of the Closing as though made
at  the  Closing  and  will  survive  the  Closing Date, and notwithstanding the
completion  of the transactions herein contemplated, the waiver of any condition
contained  herein  (unless  such waiver expressly releases the Purchaser of such
representation,  warranty,  covenant  or agreement), or any investigation by the
Vendor,  the  same  will  remain  in  full  force  and  effect.

12.     DUE  DILIGENCE

12.1     The  Vendor  will,  during  the  remainder of the Due Diligence Period,
provide  or  cause the Entities to provide the Purchaser and its representatives
with  access  to,  and will permit the Purchaser and its representatives to make
such  investigations  of  the  operations, properties, assets and records of the
Entities  and  of  their  financial  and  legal condition as the Purchaser deems
necessary  or  advisable  for  the  Purchaser to assess the value thereof and to
familiarise  itself  with same.  The Vendor will cause the Entities to sign such
consents  as  may  be  requested  by the Purchaser in order for the Purchaser to
conduct  due  diligence searches at the relevant regulatory or statutory offices
and  will  permit  the  Purchaser  and its representatives to have access to the
premises  leased  by  the  Entities  and  the  other  assets  of the Entities at
reasonable  times so as no to disrupt the routine daily affairs of the Entities,
and  will  produce  for  inspection  and  provide  copies  to  the Purchaser of:

(a)     all  of  the  Entities'  material  contracts, leases of real or personal
property,  permits,  licences,  title  documents,  title  opinions,  insurance
policies, pension plans, information relating to employees, information relating
to  customer  lists,  documents  relating to indebtedness and credit facilities,
documents relating to legal or administrative proceedings and other documents of
or  in  possession  of the Company or relating to their business and operations;
and

(b)     the  record  books for the Entities and all other corporate documents of
the  Entities.

<PAGE>

13.     CONFIDENTIALITY

13.1     Each  party agrees that all information provided to it by another party
(collectively  "Confidential  Information") shall be held in complete confidence
by  it  and by its advisors and representatives and shall not, without the prior
written  consent of that other party, be disclosed to any other person, nor used
for any other purpose, other than in connection with the evaluation, negotiation
and  finalization  of  the transactions contemplated herein.  However, a party's
obligation  does  not  apply  to  Confidential  Information:

(a)     which  is  generally  available  to third parties (unless available as a
result  of  a  breach  of  this  Agreement);

(b)     which  is  lawfully  in  the  possession  of  a  party and which was not
acquired  directly  or  indirectly  from  another  party;  or

(c)     the  disclosure  of  which  is  required by any applicable law or by any
supervisory  or  regulatory  body  to  whose  rules  a  party  is  subject.

14.     CONDITIONS  PRECEDENT

14.1     The  obligations of the Purchaser to consummate the transactions herein
contemplated  are  subject to the fulfilment of each of the following conditions
at  the  times  stipulated:

(a)     the  representations and warranties of the Vendor contained herein shall
be true and correct in all respects at and as of the Closing except as may be in
writing  disclosed  to  and  approved  by  the  Purchaser;

(b)     all  covenants,  agreements and obligations hereunder on the part of the
Vendor  to  be  performed or complied with at or prior to the Closing, including
the Vendor's obligation to deliver the documents and instruments herein provided
for,  shall  have  been  performed  and  complied with at and as of the Closing;

(c)     between  the  Execution Date and the Closing, none of the Entities shall
have  experienced  any event, circumstance or condition or have taken any action
or  become  subject  to  any  action  of  any character adversely affecting such
Entities,  the  Business or the New World Business or as would materially reduce
the  value  of the Company, the Business, the New World Business or the Vendor's
Shares  to  the  Purchaser;

(d)     the  Business  Assets  shall have suffered no material adverse damage or
change  since  the  Execution  Date  and prior to the Closing which, in the sole
opinion  of  the  Purchaser,  will  materially and adversely affect the Business
Assets,  the  Business,  the  New  World  Business  or the Entities' operations,
prospects  or  earnings;

(e)     on  or before the Closing Date, no federal, state, regional or municipal
government  of  any country applicable to the Business or the New World Business
or any agency thereof will have enacted any statute or regulation, announced any
policy  or  taken  any  action  that  will  materially  and adversely affect the
Business,  the  New  World  Business  or  the  Business  Assets;

<PAGE>

(f)     the Purchaser is satisfied in its sole discretion as to the state of the
Business  Assets  and  the  operations  of  the Entities after completion of its
investigation  thereof  during  the  Due  Diligence  Period;

(g)     with  the  exception  of  Alan  Cohen,  concurrent with the Closing, the
Purchaser  will  receive  the  resignations of the directors and officers of the
Company  and the Subsidiary set out in Schedule "H", to be effective immediately
upon  Closing;

(h)     no  action,  suit  or  proceeding  concerning any of the Entities or the
Vendor  will  be  pending  or  threatened  by  or  before any court of competent
jurisdiction  or  governmental  entity  wherein an unfavourable judgment, order,
decree,  stipulation  or  injunction  would  affect materially and adversely the
right  of  the  Entities  to  own,  operate or control the Business or New World
Business  or  the  Business Assets owned by such Entities, and no such judgment,
order,  decree  stipulation  or  injunction  will  be  in  effect;

(i)     Alan  Cohen  will  have  agreed  to remain a director of the Company and
entered into an employment contract with the Company and New World, effective as
of  the  Closing,  on  terms  satisfactory  to  Mr.  Cohen and to the Purchaser;

(j)     New  World  shall  have  entered into such agreement with the Company to
elaborate  and  expand  on the terms of the Management Services Agreement as the
Purchaser,  acting  reasonably,  shall  request;  and

(k)     the  Vendor shall have granted to the Purchaser the New World Option and
shall  have  entered into such agreements and done such things in furtherance of
the  New  World  Option  as  the  Purchaser,  acting  reasonably  shall request.

14.2     The  conditions set forth in Section 14.1 are for the exclusive benefit
of  the  Purchaser  and may be waived by the Purchaser in writing in whole or in
part  at  any  time.

14.3     The  obligations  of  the  Vendor to consummate the transactions herein
contemplated  are  subject to the fulfilment of each of the following conditions
at  the  times  stipulated,  that:

(a)     the representations and warranties of the Purchaser contained herein are
true and correct in all material respects at and as of the Closing except as may
be  in  writing  disclosed  to  and  approved  by  the  Vendor;

(b)     all  covenants,  agreements and obligations hereunder on the part of the
Purchaser to be performed or complied with at or prior to the Closing, including
in  particular  the  Purchaser's  obligations  to  deliver  the  documents  and
instruments herein provided for, have been performed and complied with as at the
Closing;

<PAGE>

(c)     between  the  Execution  Date  and  the  Closing,  the Purchaser has not
experienced  any  event,  circumstance  or condition or have taken any action or
become  subject to any action of any character adversely affecting the Purchaser
or  as  would  materially  reduce  the  value  of  the  Purchaser  Shares;

(d)     the  Vendor  is  satisfied in its sole discretion as to the state of the
business  assets  and  the  operations  of the Purchaser after completion of its
investigation  thereof  during  the  Due  Diligence  Period;

(e)     the  Purchaser  will  appoint  a  nominee  of the Vendor to the Board of
Directors  of  the  Purchaser  effective  as  of  the  Closing;  and

(f)     on  or before the Closing Date, no federal, state, regional or municipal
government  of  any country applicable to the Purchaser's business or any agency
thereof  will  have  enacted  any statute or regulation, announced any policy or
taken  any  action  that will materially and adversely affect the Purchaser, its
business  or  its  assets.

14.4     The  conditions set forth in Section 14.3 are for the exclusive benefit
of  the  Vendor and may be waived by the Vendor in whole or in part at any time.

14.5     The  respective  obligations  of  each  party  to  this  Agreement  to
consummate  the transactions herein contemplated are subject to the satisfaction
at  or  prior  to  the  Closing  of  the  following  conditions:

(a)     all  consents,  approvals,  authorizations,  waivers  and  orders of any
regulatory  authorities, shareholders or third parities required or necessary or
desirable  for the completion of the transactions contemplated herein shall have
been obtained or received by the Company and the Purchaser with the exception of
the  requisite  NASD  approval,  if  any;  and

(b)     the  Vendor, the Purchaser and a duly authorized escrow agent enter into
the  Escrow  Agreement  attached  hereto  as  Schedule  "N".

15.     TRANSACTIONS  OF  THE  VENDOR  AT  THE  CLOSING

15.1     At  the  Closing,  the  Vendor  will execute and deliver or cause to be
executed  and  delivered  all  documents,  instruments,  resolutions  and  share
certificates  as  are  necessary to effectively transfer and assign the Vendor's
Shares  to  the  Purchaser,  free  and  clear  of  all  Liens,  including:

(a)     certified  copies  of  resolutions  of  the  directors  of  the  Company
authorizing  the  transfer  of  the  Vendor's Shares and the registration of the
Vendor's  Shares  in  the name of the Purchaser and authorizing the issue of new
share  certificates  representing  the  Vendor's  Shares  in  the  name  of  the
Purchaser;

(b)     share  certificates  representing the Vendor's Shares in the name of the
Vendor,  duly  endorsed  for  transfer  to  the  Purchaser;

<PAGE>

(c)     duly issued share certificates in the name of the Purchaser representing
the  Vendor's  Shares;

(d)     with  the exception of Alan Cohen, resignations in writing of any of the
directors  and  officers  and  signing  officers  of  the  Company;

(e)     all  corporate  records  and  books of account of the Company including,
minute  books, share register books, share certificate books and annual reports;

(f)     the  corporate  seal  of  the  Company;

(g)     the employment and consulting contracts for all of the current employees
and  consultants  of  the  Company;

(h)     releases,  in  form  and substance satisfactory to the Purchaser, acting
reasonably,  executed  by  the  Vendor  in  favour  of the Company releasing the
Company  from  any  and  all  manner  of  actions,  causes  of  action,  suits,
proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands
and  liabilities  whatsoever,  in  law or equity, which the Vendor ever had, now
has,  or  may have against either of the Company for or by reason of any matter,
cause  or  thing  whatsoever done or omitted to be done by the Company up to the
Closing  other  than  in  respect  of  obligations  of the Company to the Vendor
arising  in  respect  of:

(i)     earned  but  unpaid  salary and unpaid benefits for the then current pay
period;  and

(ii)     any  obligations  pursuant  to indemnities granted to the Vendor by the
Company  in  connection  with  his acts as director of the Company provided that
such  indemnities  shall  be ineffective in respect of any act or omission which
would  constitute a default or breach pursuant to this Agreement or which render
any  representation  or  warranty  given  hereunder  untrue  or  inaccurate;

(i)     the  Consents;

(j)     a  Closing  Warranty and Certificate from the Vendor confirming that the
conditions to be satisfied by the Vendor, unless waived, set out in Section 14.3
have  been  satisfied at the Closing and that all representations and warranties
of  the  Vendor  contained  in this Agreement are true at and as of the Closing;

(k)     an opinion of the Vendor's Solicitors addressed to the Purchaser and the
Purchaser's  Solicitors  in  a  form  reasonably satisfactory to the Purchaser's
Solicitors;

(l)     the  Escrow  Agreement  duly  executed  by  the  Vendor;

(m)     the New World Option and related agreements and documents, duly executed
by  the  Vendor;  and

<PAGE>

(n)     all  such  other documents and instruments as the Purchaser's Solicitors
may  reasonably  require.

16.     TRANSACTIONS  OF  THE  PURCHASER  AT  THE  CLOSING

16.1     The  Purchaser  will  deliver  the  following  at  the  Closing:

(a)     certificates representing the Purchaser Shares less the Escrow Shares in
the  names  of  the  Vendor;

(b)     certificates  representing  the Escrow Shares in the names of the Vendor
to  be  delivered to the Escrow Agent in accordance with the terms of the Escrow
Agreement;

(c)     a  Closing  Warranty  and Certificate from the Purchaser confirming that
the  conditions  to  be  satisfied  by  the Purchaser, unless waived, set out in
Section 14.1 have been satisfied at the Closing and that all representations and
warranties  of  the  Purchaser contained in this Agreement are true at and as of
the  Closing;

(d)     an opinion of the Purchaser's Solicitors addressed to the Vendor and the
Vendor's  Solicitors  in  a  form  reasonably  satisfactory  to  the  Vendor's
solicitors;

(e)     certified  copies  of  the resolutions of the directors of the Purchaser
authorizing  the  acquisition  of  the  Vendor's  Shares and the issuance of the
Purchaser  Shares  to  the  Vendor  and  share  certificates  evidencing same as
provided  herein;  and

(f)     all  such other documents and instruments as the Vendor's Solicitors may
reasonably  require.

17.     CLOSING  ESCROW

17.1     At  the  Closing  the Vendor shall cause the Vendor's Closing Documents
and  the  Purchaser  shall  cause the Purchaser's Closing Documents to be lodged
with  the  Purchaser's  Solicitors to be held in escrow subject to the following
conditions:

(a)     receipt  by  the  Purchaser  of  such  approvals  of  the  NASD  to  the
transactions contemplated in this Agreement as shall be required as evidenced by
a  letter  from  counsel  to  New  World;  and

(b)     the  investment  of  a  minimum  of  $1,000,000  by the Purchaser in the
Company  by  way  of  equity  or  shareholder's  loan

following  which  the  Vendor's  Closing  Documents  shall  be  released  to the
Purchaser  and the Purchaser's Closing Documents shall be released to the Vendor
provided  that,  in circumstances where such release does not occur by 4:00 p.m.
Vancouver  time  on  January  31,  2000, the Vendor's Closing Documents shall be
released  to  the Vendor and the Purchaser's Closing Documents shall be released
to  the  Purchaser and this Agreement shall terminate and be of no further force

<PAGE>

and  effect in which case the parties hereto shall have no further obligation or
liability  to  one  another  in  respect  of  the  matters  dealt  with  herein.

17.2     Notwithstanding  the  date  of  release  from escrow in accordance with
Section  17.1  herein,  the  Closing  shall  for  all purposes be deemed to have
occurred  effective  as  at  the  Closing  Date.

18.     POST  CLOSING  AGREEMENTS

18.1     The  Vendor  will  indemnify  and  hold harmless the Purchaser from and
against:

(a)     any  and  all  losses,  damages  or  deficiencies  resulting  from  any
misrepresentation,  breach  of warranty or non-fulfilment of any covenant on the
part  of  the  Vendor  under  this Agreement or from any misrepresentation in or
omission  from  any certificate or other instrument furnished or to be furnished
to  the  Purchaser  hereunder;

(b)     any  and  all  losses,  damages  or  deficiencies  resulting  from  any
Indebtedness  of  any  of  the Entitles existing as of the Closing Date save and
except the Accounts Payable and Permitted Liens and regular payments pursuant to
the  Contracts;

(c)     any  and  all  actions,  suits,  proceedings,  demands,  assessments,
judgments, costs and legal and other expenses incidental to any of the foregoing
whose  cause  existed  as  of  the  Closing  Date;

and  the  Purchaser  is  hereby  authorized  to  settle such claims and make any
payment  in  relation  thereto  as  the  Purchaser  reasonably  sees  fit  after
consulting  and  reasonably  inquiring  of Vendor, and all moneys so paid or any
losses,  costs  or  expenses  so  incurred  by  the  Purchaser  will  constitute
indebtedness  of  the  Vendor  to  the  Purchaser  hereunder.

18.2     The  Vendor  will provide reasonable assistance in preparing and filing
all  financial  statements,  tax  returns and other documents required by law in
respect  of  any  government  charges  or  in respect of any domestic or foreign
federal,  provincial,  municipal, state, territorial or other taxing statute for
fiscal  periods  of the Company ending for tax purposes on or before the time of
Closing.

19.     TIME  OF  THE  ESSENCE

19.1     Time  is  of  the  essence  of  this  Agreement.

20.     FURTHER  ASSURANCES

20.1     The  parties  will  execute  and deliver all such further documents and
instruments  and  do  all such acts and things as may be reasonably necessary or
required  to  carry  out  the  full  intent and meaning of this Agreement and to
effect  the  transactions  contemplated  by  this  Agreement.

<PAGE>

21.     SUCCESSORS  AND  ASSIGNS

21.1     This  Agreement  will  enure  to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and  permitted  assigns.  This  Agreement  may not be assigned by a party hereto
without  the  prior  written  consent  of  the  other  parties.

22.     COUNTERPARTS

22.1     This  Agreement  may  be  executed  in  several counterparts and by fax
transmission,  each  of  which will be deemed to be an original and all of which
will  together  constitute  one  and  the  same  instrument.

23.     NOTICE

23.1     Any  notice required or permitted to be given under this Agreement will
be  validly  given  if  in  writing and delivered or sent by pre-paid registered
mail,  to  the  following  addresses:

(a)     If  to  the  Vendor:
585  Stewart  Avenue,  Suite  412
Garden  City,  NY  11530

(b)     If  to  the  Purchaser:
1005-740  West  Pender  Street
Vancouver,  B.C.,  V6C  2T8

Attention:  John  F.  Huguet

with  a  copy  to  the  Purchaser's  Solicitors  as  follows:

Clark,  Wilson
Barristers  and  Solicitors
#800  -  885  West  Georgia  Street
Vancouver,  BC,  V6C  3H1

Attention:  David  Cowan

or  to  such  other  address  as  any  party may specify in writing to the other
parties.

23.2     Any  notice  delivered on a business day will be deemed conclusively to
have  been  effectively  given  on  the  date  notice  was  delivered.

23.3     Any  notice sent by prepaid registered mail will be deemed conclusively
to  have  been effectively given on the third business day after posting; but if
at the time of posting or between the time of posting and the third business day
thereafter  there  is  a  labour  disturbance affecting postal service, then the
notice  will  not  be  effectively  given  until  actually  delivered.

<PAGE>

24.     ENTIRE  AGREEMENT

24.1     This  Agreement  contains  the  sole  and  entire agreement between the
parties  and any modifications must be in writing and signed by each party.  The
parties  will  in  good  faith  investigate and negotiate the most tax effective
method  of  carrying  out  the  intentions  of  this  Agreement.

25.     TENDER

25.1     Tender may be made upon the Vendor or Purchaser or upon the Purchaser's
Solicitors  and money may be tendered by cheque certified by a chartered bank or
by  electronic  wire  transfer.

26.     PROPER  LAW

26.1     This Agreement will be governed by and construed in accordance with the
province of the laws of the State of New York and the parties will attorn to the
Courts  thereof.

IN  WITNESS  WHEREOF  the  parties have caused this Agreement to be executed and
delivered  this  30th  day  of  November,  1999.

SIGNED,  SEALED  and  DELIVERED  by     )
ALAN  COHEN  in  the  presence  of:     )
                                        )
                                        )
Signature                               )
                                        )
Print  Name                             )
                                        )
Address                                 )
                                         )     /s/  Alan  Cohen
                                         )     ----------------
Occupation                               )     ALAN  COHEN

TRADE-FAST,  INC.

Per:     /s/  Jonathan  Bekhor
         ---------------------
         Authorized  Signatory

E-FINANCIAL  DEPOT.COM,  INC.

Per:     /s/  John  Huguet
         -----------------
     Authorized  Signatory


<PAGE>
                                  SCHEDULE "A"

                                 SEE ATTACHMENTS


<PAGE>
                                  SCHEDULE "B"
                                    CONSENTS
NIL


<PAGE>
                                  SCHEDULE "C"
                                    CONTRACTS


<PAGE>
                                  SCHEDULE "D"
                              FINANCIAL STATEMENTS


<PAGE>
                                  SCHEDULE "E"
                         NEW WORLD FINANCIAL STATEMENTS


<PAGE>
                                  SCHEDULE "F"
                                 PERMITTED LIENS
NIL


<PAGE>
                                  SCHEDULE "G"
                          AUTHORIZED AND ISSUED CAPITAL
I     TRADE-FAST,  INC.
AUTHORIZED  CAPITAL:

ISSUED  CAPITAL:




<PAGE>
                                  SCHEDULE "H"
                             DIRECTORS AND OFFICERS
                                TRADE-FAST, INC.
DIRECTORS
---------
1.     Alan  Cohen
OFFICERS
--------
1.     Alan  Cohen
2.




<PAGE>
                                  SCHEDULE "I"
                               BANKING ARRANGEMENT

<PAGE>
                                  SCHEDULE "J"
                                  EMPLOYEE LIST

<PAGE>
                                  SCHEDULE "K"
                              EMPLOYEE BENEFIT PLAN
<PAGE>
                                  SCHEDULE "L"
                                   LITIGATION
NIL

<PAGE>
                                  SCHEDULE "M"
                              INTELLECTUAL PROPERTY
<PAGE>
                                  SCHEDULE "N"
                                ESCROW AGREEMENT
<PAGE>
                                  SCHEDULE "O"
                               INSURANCE POLICIES