EHIBIT 4.3


                            ASSET PURCHASE AGREEMENT


THIS  ASSET PURCHASE AGREEMENT is made effective as of May 1, 2000, by and among
596319 B.C. LTD., a British Columbia corporation (the "Vendor") and COAST FALCON
RESOURCES  LTD.  (the  "Purchaser").


                                    RECITALS


A.   The Vendor owns certain rights to a number registered internet domain names
     set out on Schedule A hereto (the "Names").

B.   The Vendor desires to sell and the Purchaser desires to purchase the Names,
     pursuant to the terms and conditions set forth below.


                                    AGREEMENT


NOW THEREFORE, in consideration of the mutual agreements, covenants, conditions,
representations  and  warranties contained in this Agreement, the sufficiency of
which  are  hereby  acknowledged,  the  parties  hereby  agree  as  follows:


1.  Purchase  of  Assets.
    ---------------------

     1.1  Purchase  and  Sale.  On the  Closing  Date (as  defined  below),  the
          Purchaser  shall purchase from the Vendor,  and the Vendor shall sell,
          convey,  transfer and assign to the Purchaser,  the Vendor's right and
          beneficial interest in and to the Names.

     1.2  Trust  Declaration.  The Vendor shall continue hold legal title to the
          Names,  after the Closing  Date, in trust for the sole benefit and use
          of the Purchaser in accordance  with the provisions set out in Section
          4 of this Agreement.

     1.3  Renewal. The Purchaser acknowledges and agrees that it shall be solely
          responsible  to renew,  at its own expense,  the  registration  of the
          Names as required upon the expiry of the registration term.

     1.4  Obligations.  Except for the  obligations of the Purchaser  under this
          Agreement,  the Purchaser shall not assume,  pay, perform or discharge
          (or  cause to be  paid,  performed  or  discharged)  any  liabilities,
          expenses or  obligations of the Vendor,  whether fixed,  unliquidated,
          absolute, contingent, known, unknown or otherwise.


                                      -87-
<PAGE>
     1.5  Purchase Price. On the Closing Date the Purchaser shall deliver to the
          Vendor a promissory note in favor of the Vendor in the amount of FORTY
          THOUSAND  ($40,000.00)  substantially  in the form attached  hereto as
          Schedule B.

     1.6  Royalties.  The  Purchaser  shall pay and deliver to the Vendor,  upon
          receipt by the Purchaser,  fifteen percent (15%) of all cash and other
          non-cash  consideration received by the Purchaser at any time and from
          time to time after the effective date of the Agreement up to the close
          of business on April 30, 2005,  to a maximum of  $1,000,000  (non-cash
          consideration shall be valued at the time of receipt).

     1.7  Closing. The consummation of the transaction contemplated herein shall
          take place on September  15,  2000,  or at such other time the parties
          hereto mutually may determine (the "Closing Date").

     1.8  Conditions. The consummation of the transaction contemplated hereby is
          subject  to the  approval  of the  shareholders  of the Vendor and the
          Purchaser.  If such  approvals  are not obtained by September 15, 2000
          this Agreement shall be terminated and have no further force or effect
          unless the parties hereto mutually determine otherwise.


2.  Representations  and  Warranties of the Purchaser.  The Purchaser represents
    -------------------------------------------------
and  warrants  to  the  Vendor  that  now  and  as  of  the  Closing  Date:

     2.1  Organization.  The Purchaser is a corporation duly organized,  validly
          existing  and in good  standing  under  the  laws of the  province  of
          British Columbia,  and has all requisite corporate power and authority
          to enter into this Agreement and perform its obligations thereunder.

     2.2  Authorization.  All corporate action on the part of the Purchaser, and
          its   officers,   directors  and   shareholders,   necessary  for  the
          authorization,  execution,  delivery and performance of this Agreement
          and the  consummation of the transaction  contemplated  therein has or
          will be taken prior to the  Closing  Date.  The  Company  will seek to
          obtain  shareholder  approval of the transaction  contemplated  hereby
          prior to the Closing Date.

     2.3  Infringement.  The Purchaser  acknowledges  and  understands  that the
          Vendor does not own nor is it conveying  hereunder  any  trademarks or
          copyrights,  and that the  Purchaser  has  made no  representation  or
          warranty  that the use of the Names will not  infringe  upon any third
          party rights under existing trademarks or copyrights.


3.   Representations and Warranties of the Vendor.   The  Vendor  represents and
     --------------------------------------------
warrants  to  the  Purchaser  that  now  and  as  of  the  Closing  Date:

     3.1  Organization.  The Vendor is a  corporation  duly  organized,  validly
          existing  and in good  standing  under  the  laws of the  province  of
          British  Columbia and has all requisite  corporate power and authority
          to enter into this Agreement and perform its obligations thereunder.


                                      -88-
<PAGE>
     3.2  Authorization. All corporate action on the part of the Vendor, and its
          officers and directors,  necessary for the  authorization,  execution,
          delivery and performance of this Agreement and the consummation of the
          transactions  contemplated  therein  has or will be taken prior to the
          Closing Date. The Company will seek to obtain shareholder  approval of
          the transaction contemplated hereby prior to the Closing Date.

     3.3  Ownership . To the best of its knowledge, understanding and belief the
          Vendor:  (i) is the legal and beneficial  owner of the Names, and (ii)
          has the full  right to sell the  Names  pursuant  to the terms of this
          Agreement.

     3.4  Other  Interests.  To the  best of its  knowledge,  understanding  and
          belief,  there  are no  royalty  or  other  interests  of  any  nature
          whatsoever in the Names, except as disclosed herein.


4.     Trust  Declaration.
       ------------------

     4.1  The Vendor hereby declares that it shall hold legal title to the Names
          irrevocably  in  trust  for the use,  benefit,  and  advantage  of the
          Purchaser.

     4.2  The Vendor represents, warrants and covenants that it shall:

          (i)  not sell,  transfer,  assign,  hypothecate,  pledge or  otherwise
               dispose  of or  encumber  any of the Names  without  the  express
               written consent of the Purchaser; and

          (ii) make such  applications and execute all such documents and do all
               such  dealings  as is  reasonably  required by the  Purchaser  to
               protect its beneficial interest or to facilitate any request made
               by the Purchaser to effect a change in its beneficial interest in
               the Names.

     4.3  The  Vendor  irrevocably  appoints  the  Purchaser  to be  its  lawful
          attorney in its name.

     4.4  The  Purchaser  hereby agrees and  acknowledges  that it shall pay all
          costs of any kind or  nature  that  arise,  after the  effective  date
          hereof, in connection with the Names,  including but limited to future
          registration costs, legal fees and taxes.


5.   Indemnification.  The  Purchaser  shall  defend,  indemnify  and  hold  the
     ---------------
     Vendor and its directors, officers and representatives and their Affiliates
     and  Associates  (the "Indemnified Persons") harmless from and against, and
     reimburse the Vendor forthwith with respect to, any and all losses, claims,
     damages, liabilities, judgements, settlements, costs and expenses of  every
     nature  whatsoever,  including  reasonable  lawyer's  fees, incurred by the
     Vendor by reason of  or arising out of or in connection with any threatened
     or actual legal, regulatory  or  other  proceedings, arbitration, claims or
     hearings of any nature whatsoever  as  a result of any matters connected to
     the ownership, use, sale or lease  of  the  Names.


                                      -89-
<PAGE>
6.   Competition
     -----------

     The  Purchaser  acknowledges  that  the  Vendor  has  retained  legal  and
beneficial  ownership to certain other internet domain names set out on Schedule
C and that the Vendor may sell, transfer or use any of said assets in any manner
the Vendor determines at its sole discretion without any consent or agreement of
the  Purchaser.


7.   Miscellaneous.
     -------------

     7.1  Expenses. The Purchaser shall pay for all costs incurred in connection
          with the purchase and sale of the Names,  including but not limited to
          legal and accounting fees.

     7.2  Transfer,  Sales  and  Property  Taxes.  The  Purchaser  shall pay any
          transfer,  sales,  purchase or use or similar tax imposed under law of
          any  nation,  province or any county,  city or  political  subdivision
          thereof, arising out of the transaction contemplated by this Agreement
          and any  filing or  recording  fees  payable  in  connection  with the
          instruments of transfer provided for herein.

     7.3  Entire Agreement.  This Agreement sets forth the entire agreement, and
          supersedes  any and all prior  agreements,  of the parties hereto with
          respect to the transaction contemplated by this Agreement.

     7.4  Successors  and Assigns.  This  Agreement  will be fully binding upon,
          inure to the  benefit of and be  enforceable  by the parties and their
          respective successors, assigns and legal representatives.

     7.5  Amendment. No change, obligation or amendment of any provision of this
          Agreement will be valid unless set forth in written  amendment to this
          Agreement signed by both parties hereto.

     7.6  Governing  Law.  This  Agreement  will be  interpreted,  construed and
          enforced  in  accordance  with the  laws of the  province  of  British
          Columbia.

     7.7  Remedies and  Warranties  Disclaimer.  IN NO EVENT SHALL THE VENDOR BE
          LIABLE   FOR  ANY   INDIRECT,   INCIDENTAL,   SPECIAL,   PUNITIVE   OR
          CONSEQUENTIAL  DAMAGES,  LOST REVENUES OR PROFITS, OR LOST DATA OR USE
          INCURRED  BY ANY  PARTY,  HOWEVER  CAUSED,  NO MATTER  WHAT  THEORY OF
          LIABILITY,  EVEN IF THE VENDOR HAS BEEN ADVISED OF THE  POSSIBILITY OF
          SUCH DAMAGES.  EXCEPT AS EXPRESSLY AND  SPECIFICALLY  PROVIDED IN THIS
          AGREEMENT,  THE VENDOR DOES NOT MAKE AND HEREBY  DISCLAIMS ANY EXPRESS
          OR IMPLIED WARRANTIES.

     7.8  Cooperation.  The parties  hereto  agree to execute  all such  further
          documents  and to do  all  such  further  acts  as  may be  reasonably
          required  in  order  to  complete  any  portion  of  the  transactions
          contemplated hereby.


                                      -90-
<PAGE>
     7.9  Counterparts.  This Agreement may be executed in as many  counterparts
          as may be necessary and by  facsimile,  each of such  counterparts  so
          executed  will be  deemed  to be an  original  and  such  counterparts
          together   will   constitute   one  and  the   same   instrument   and
          notwithstanding  the date of execution  will be deemed to bear the day
          and year first above written.

IN  WITNESS WHEREOF, the parties have executed this Agreement as of the 26th day
of  June,  2000.


596319  B.C.  LTD.

As  per:

  /s/  Bill  McCartney
-----------------------
Authorized  Signatory


COAST FALCON RESOURCES LTD.

As  per:

  /s/  Vernon  Meyer
---------------------
Authorized  Signatory


                                      -91-
<PAGE>
                                   SCHEDULE  "A"

                                      NAMES

accessinside.com         accommodationinside.com     accommodationsinside.com
accountantinside.com     advertiseinside.com         advertiseitinside.com
advertisinginside.com    adviceinside.com            airfareinside.com
airlineinside.com        alabamainside.com           albertainside.com
amarilloinside.com       anchorageinside.com         anniversaryinside.com
antiquesinside.com       appliancesinside.com        architectinside.com
arizonainside.com        arkansasinside.com          astrologyinside.com
atlantainside.com        atlasinside.com             attorneyinside.com
auctionitinside.com      auctionsinside.com          automobilesinside.com
autopartsinside.com      autoracinginside.com        autosinside.com
baltimoreinside.com      bankinginside.com           bargaininside.com
baseballinside.com       basketballinside.com        bcinside.com
beerinside.com           betinside.com               bettinginside.com
bikinginside.com         birminghaminside.com        birthdayinside.com
blackjackinside.com      bmxinside.com               boatsinside.com
boiseinside.com          booksinside.com             borrowinside.com
bostoninside.com         bowlinginside.com           boxinginside.com
boxofficeinside.com
buffaloinside.com        bungeeinside.com            businessworldinside.com
buyandsellinside.com                                 calgaryinside.com
californiainside.com     camerasinside.com           campinginside.com
canadainside.com         careersinside.com           carsinside.com
cashinside.com           celebritiesinside.com       charlestoninside.com
                         chicagoinside.com           childrenswearinside.com
chiropractorinside.com   christmasinside.com         cincinnatiinside.com
classifiedsinside.com    clevelandinside.com         clothinginside.com
collectiblesinside.com   cologneinside.com           coloradoinside.com
columbusinside.com       computergamesinside.com     computerinside.com
computersinside.com      computersoftwareinside.com  connecticutinside.com
connectinside.com        consultantinside.com        cookinginside.com
cookinside.com           cosmeticsinside.com         crapsinside.com
creditcardsinside.com    cricketinside.com           cruiseinside.com
cruisesinside.com        cyclinginside.com           dallasinside.com
daytradinginside.com     delawareinside.com          demoineinside.com
                         dentistinside.com           denverinside.com
dialinside.com           dietinside.com              directoryinside.com
discountsinside.com      doctorinside.com
downloaditinside.com     drugsinside.com             easterinside.com
editorialinside.com      edmontoninside.com          educationinside.com


                                      -92-
<PAGE>
electronicsinside.com    employmentinside.com        engineerinside.com
entertainmentinside.com                              eventsinside.com
extremesportsinside.com  eyesinside.com              fashioninside.com
fathersdayinside.com     financialworldinside.com
fishinginside.com        fitnessinside.com           fixitinside.com
floridainside.com        floristinside.com           flowersinside.com
footballinside.com       fortworthinside.com         freestuffinside.com
furnitureinside.com      gamblinginside.com          gaminginside.com
gardeninginside.com      gardeninside.com            georgiainside.com
                         getyourassinside.com        golfinginside.com
graduateinside.com       greenbayinside.com          greetingcardsinside.com
groceriesinside.com      groceryinside.com           haircareinside.com
halloweeninside.com      hardwareinside.com          hartfordinside.com
hawaiiinside.com         healthcareinside.com        hobbiesinside.com
hockeyinside.com         holidayinside.com           holidaysinside.com
homeinside.com           honoluluinside.com          horoscopeinside.com
horseracinginside.com    hotelsinside.com            houstoninside.com
huntinginside.com        idahoinside.com             illinoisinside.com
incomeinside.com         indianainside.com           indianapolisinside.com
infomercialinside.com    inlineskatinginside.com     insuranceinside.com
investinside.com         investmentbankerinside.com  investmentinside.com
investmentsinside.com    iowainside.com              ipoinside.com
jacksonvilleinside.com   jewelryinside.com
kansascityinside.com     kansasinside.com            kauaiinside.com
kentuckyinside.com       kitcheninside.com           knoxvilleinside.com
ladieswearinside.com                                 lasvegasinside.com
laughlininside.com       lawinside.com               lawyerinside.com
                         leaseinside.com             leaseitinside.com
libraryinside.com        lingerieinside.com          liqourinside.com
littlerockinside.com     lodginginside.com           longdistanceinside.com
losangelesinside.com     louisianainside.com         louisvilleinside.com
luggageinside.com        magazinesinside.com         mailboxinside.com
maineinside.com          makeupinside.com            mallinside.com
manitobainside.com       mapsinside.com              marketinginside.com
marylandinside.com       massachusettsinside.com     mauiinside.com

memorabiliainside.com    memphisinside.com           menswearinside.com
miamiinside.com          michiganinside.com          milwaukeeinside.com
minivansinside.com       minneapolisinside.com       minnesotainside.com
mississippiinside.com    missouriinside.com          montanainside.com
montrealinside.com       mortgageinside.com          mortgagesinside.com
mothersdayinside.com     motorcrossinside.com        motorcyclesinside.com
motorsportsinside.com    moviesinside.com            musicworldinside.com
mutualfundinside.com     mutualfundsinside.com       nashvilleinside.com
nebraskainside.com       nevadainside.com            newbrunswickinside.com
newfoundlandinside.com   newhamsphireinside.com      newjerseyinside.com


                                      -93-
<PAGE>
newmexicoinside.com      neworleansinside.com        newsworldinside.com
newyorkinside.com        newyorkinside.com           northcarolinainside.com
northdakotainside.com    novascotiainside.com        nwtinside.com
                         oahuinside.com
ohioinside.com           oklahomacityinside.com      oklahomainside.com
                         onlinetradinginside.com     ontarioinside.com
                         opticalinside.com           optometristinside.com
oregoninside.com         orlandoinside.com           ottawainside.com
palmbeachinside.com      palmspringsinside.com       peiinside.com
pennsylvaniainside.com   perfumeinside.com           petsinside.com
philadelphiainside.com   phoenixinside.com           phoneinside.com
photographyinside.com    physicianinside.com         pittsburginside.com
playinside.com                                       playoffsinside.com
pokerinside.com          portlandinside.com          postofficeinside.com
prescriptionsinside.com  progolfinside.com           promoteitinside.com
promotioninside.com      prosportsinside.com         psychicinside.com
quebecinside.com                                     racinginside.com
readitinside.com         realestateinside.com        realtorinside.com
recreationinside.com     renoinside.com              renovationsinside.com
rentacarinside.com       rentalcarinside.com         rentalcarsinside.com
rentalsinside.com        rentinside.com              rentitinside.com
reservationsinside.com   resortsinside.com           rhodeislandinside.com
richmondinside.com       rockclimbinginside.com      rodeoinside.com
rollerbladinginside.com  rouletteinside.com          rrspinside.com
rugbyinside.com          runninginside.com           sacramentoinside.com
salesinside.com          saltlakecityinside.com      samplesinside.com
sanantonioinside.com     sandiegoinside.com          sanfransicoinside.com
saskatchewaninside.com   schoolsinside.com           scoreboardinside.com
scubadivinginside.com    securityinside.com          seeitinside.com
sellinside.com                                       shoesinside.com
shoppinginside.com       showbizinside.com           skateboardinginside.com
skiinginside.com         skincareinside.com          skydivinginside.com
slotsinside.com          Snowboardinginside.com      soccerinside.com
southcarloinainside.com  southdakota.com             sportinggoodsinside.com
sportsbookinside.com     sportsnewsinside.com        sportspoolinside.com
sportswearinside.com     sportsworldinside.com       stampsinside.com
stlouisinside.com        stockbrokerinside.com       stockmarketinside.com
stockquoteinside.com     stockquotesinside.com       stpaulinside.com
streetlugeinside.com     subscribeinside.com         surfinginside.com
swimminginside.com       tampabayinside.com          tennesseeinside.com
tennisinside.com         texasinside.com             thanksgivinginside.com
theatreinside.com        tiresinside.com             toolsinside.com
torontoinside.com        tourisminside.com           toursinside.com
                         trackandfieldinside.com
tradeitinside.com        travelagentinside.com       travelinginside.com
travelworldinside.com    tripsinside.com             trucksinside.com


                                      -94-
<PAGE>
unitedstatesinside.com   universityinside.com        usedcarsinside.com
utahinside.com           vacationinside.com          vacationsinside.com
valentinesdayinside.com  vancouverinside.com         vansinside.com
vegasinside.com          vermontinside.com           veterinarianinside.com
victoriainside.com       videogamesinside.com        videosinside.com
virginainside.com        vitaminsinside.com          volleyballinside.com
washingtondcinside.com   washingtoninside.com        washingtoninside.com
waterskiinginside.com    weatherinside.com           weddingsinside.com
westvirginainside.com    windsurfinginside.com       wineinside.com
wisconsininside.com      wrestlinginside.com         wyominginside.com
yukoninside.com


                                      -95-
<PAGE>
                                  SCHEDULE  "B"

                                PROMISSORY  NOTE


As  required by the Asset Purchase Agreement made by and between the undersigned
and  596319  B.C.  Ltd.  ("Vendor") effective May 1, 2000 (the "Agreement"), the
undersigned  hereby  promises  to  pay  the  sum  of  FORTY  THOUSAND  DOLLARS
($40,000.00)  to  the  Vendor,  without  interest  forthwith  on the earlier of:

     (a)  the date on  which  the  undersigned  is in  receipt  of sale or lease
          proceeds,  from the sale or lease of any of the internet  domain names
          it purchased from the Vendor under the Agreement,  having an aggregate
          value of $40,000.00;

     (b)  the date on which the  undersigned  is in receipt of proceeds from the
          sale and  issue  of  securities  of the  undersigned,  after  the date
          hereof, having an aggregate value of $200,000.00; and

     (c)  June 30, 2001


DATED at Vancouver, B.C. this ___ day of September, 2000.


COAST  FALCON  RESOURCES  LTD.

As  per:

______________________________
Authorized  Signatory


                                      -96-
<PAGE>
                                  SCHEDULE  "C"

                            NAMES RETAINED BY VENDOR


1.   BROKERinside.com
2.   QUOTESinside.com
3.   MDinside.com
4.   OFFICEinside.com
5.   GARAGEinside.com
6.   FLYinside.com
7.   LEARNinside.com
8.   JOBSinside.com
9.   FINDITinside.com
10.  GETITinside.com
11.  BUYITinside.com
12.  SELLITinside.com
13.  PLAYITinside.com
14.  DOITinside.com
15.  CHATinside.com
16.  ESCORTinside.com
17.  MEETMEinside.com
18.  OPINIONSinside.com
19.  BROADCASTinside.com
20.  DEMOinside.com
21.  TOYSinside.com
22.  MBAinside.com
23.  TRADEinside.com
24.  NYCinside.com
25.  LAinside.com


                                      -97-
<PAGE>