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                                                                    Exhibit 10.5

                              WORLDWIDE DATA, INC.
                            STOCK PURCHASE AGREEMENT

            PURCHASE AGREEMENT made as of this 6th day of April, 1999, between
Worldwide Data, Inc. (the "Company"), a Delaware corporation, and Montaque
Securities International, a corporation with its principal place of business in
Nassau, the Bahamas (the "Purchaser").

            WHEREAS, the Company, through its wholly-owned subsidiary, Worldwide
Online Corp, ("Worldwide Canada"), is engaged in the business of providing
Internet-based services, including Internet-access services and the creation of
intranets and web-sites for corporations (the "Offered Services") and the
Company is presently developing an on-line trading service, an on-line auction
service, a service which enables users to send faxes via the Internet and a
service which allows users to make voice calls via the Internet (the "Developing
Services," together with the Offered Services, the "Services");

            WHEREAS, in order to finance the marketing and further development
of the Company's Services, the Company wishes to issue and sell to the
Purchaser, and the Purchaser wishes to purchase from the Company, on the Closing
Date (as herein defined), 65,000 shares of the Company's common stock (the
"Shares") on the terms and subject to the conditions hereinafter set forth.

            NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereby agree as follows:

I.    ISSUANCE AND SALE OF THE SHARES; REPRESENTATIONS, WARRANTIES AND COVENANTS
      OF PURCHASER

      a. Subject to the terms and conditions set forth herein, on the Closing
Date, the Company shall issue and sell and the Purchaser hereby agrees to
purchase from the Company, the Shares at a purchase price of one dollar ($1.00)
per Share and the Company agrees to issue and sell such Shares to the Purchaser
for said price.

            Subject to the terms and conditions set forth herein, within five
(5) days after the Closing Date, the Company shall issue and deliver to
Purchaser a certificate in definitive form, registered in the name of the
Purchaser or such Purchaser's nominee, evidencing the Shares so issued and sold
to such Purchaser hereunder. The Purchaser further agrees that payment for the
Shares shall be made to the Company, in accordance with any instructions from
the Company regarding such payment, in good funds on or before April 6, 1999,
unless such date is extended by the Company (the "Closing Date").
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      b. The Purchaser acknowledges that it (a) is acquiring the Shares for its
own account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof in violation of the Securities Act of
1933, as amended (the "Act"); (b) either alone or together with its advisors,
has sufficient knowledge and experience in business, investment and financial
matters to evaluate the merits and risks of this investment; and (c) is able to
bear the substantial economic risks of this investment and, at the present time,
could afford a complete loss of such investment.

      c. The Purchaser represents that it has been furnished by the Company,
during the course of this transaction, with all information regarding the
Company and its principals which it had requested or desired to know; that all
documents which could be reasonably provided have been made available for the
Purchaser's inspection and review; and that the Purchaser has been afforded the
opportunity to ask questions of and receive answers from duly authorized
officers and/or other representatives of the Company concerning the terms and
conditions of the sale of Shares, along with any additional information which it
had requested.

      d. The Purchaser acknowledges that it is aware that this sale of Shares
has not been reviewed by the Securities and Exchange Commission ("SEC") because
of the Company's representations that it is intended to be a nonpublic sale
pursuant to Section 4(2) of the Act and the provisions of Rule 504 of Regulation
D thereunder, or otherwise exempt from registration under the Act.

      e. The Purchaser represents that it is an "Accredited Investor" as that
term is defined in Rule 501 of Regulation D promulgated under the Act.

      f. The Purchaser is not taking, and will not take or cause to be taken,
any action that would cause the Purchaser to be deemed an underwriter, as
defined in Section 2(11) of the Act, with respect to the Shares.

      g. The Purchaser understands that the Shares are being offered and sold in
reliance on specific exemptions from the registration requirements of Federal
and state securities laws and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgements and
understandings set forth herein and in the Investor Questionnaire attached
hereto as Schedule I in order to determine the applicability of such exemptions
and the suitability of the Purchaser to acquire the Shares.

      h. The Purchaser has the full right, power and authority to enter into
this agreement. The execution, delivery and performance of this agreement by the
Purchaser has been duly and validly authorized and approved by all necessary
corporate action, if any. This agreement is a valid and binding agreement of the
Purchaser enforceable in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization or
other similar laws and legal and


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equitable principles limiting or affecting the rights of creditors generally
and/or (b) general principles of equity, regardless of whether considered in a
proceeding in equity or at law.

      i. The Purchaser maintains a domicile or business at the address shown on
the signature page of this Agreement, at which address the Purchaser has
subscribed for the Shares hereunder in compliance with the local laws thereof.

      j. The Purchaser recognizes that an investment in the Company involves a
high degree of risk, acknowledges that it may lose its entire investment and has
full cognizance of and understands the risk factors related to an investment in
the Company, which include, but are not limited to:

            (i) Losses; Uncertainty of Profitability. Since its inception in
      1995 through the date hereof, the Company, through Worldwide Canada, has
      incurred accumulated losses of $1.2 million. The Company continues to
      incur net losses on a monthly basis and there can be no assurance that the
      Company will achieve profitable operations or that Worldwide Canada will
      generate meaningful revenues in the future.

            (ii) Uncertainty of Business Plan. The Company's plan of operation
      and future prospects are largely dependant upon the Company's continuing
      ability to offer its Intranet-access services, to create intranets and web
      sites for corporations and to offer and develop and market its Internet
      fax and voice call services, WorldFAX and WorldVOICE, as well as its
      on-line trading and auction services, on a timely and cost effective
      basis. There can be no assurance of continued market acceptance of the
      Company's Offered Services or that unanticipated problems, expenses or
      technical difficulties will not occur which would result in
      discontinuation or material delays in the Offered Services. In addition,
      there can be no assurance that the Company's Developing Services will be
      successfully developed and implemented or that the Company will be able to
      continue to develop and market WorldFAX and WorldVOICE successfully. The
      likelihood of achievement of the Company's business plan must be
      considered in light of the fact that the Company operates in a rapidly
      evolving industry characterized by intense competition and an increasing
      and substantial number of new market entrants and new Internet products
      and services. See "Risk Factors - Increasing Competition; Minimal Barriers
      to Entry." No assurance can be given that the Company will achieve its
      business plan or generate sufficient revenues to sustain its operations or
      become profitable.

            (iii) Uncertainty of Future Capital Needs. The capital requirements
      required to fund the Company's losses, as well as to continue developing
      WorldFAX and WorldVOICE, and to develop the Developing Services and any
      other new services are significant. The Company may need to raise
      additional funds through public or private offerings or equity financings
      in order to fund its


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      losses, continue to develop WorldFAX and WorldVOICE and develop the
      Developing Services and any other new services. If additional funds are
      raised through the issuance of equity securities, the percentage ownership
      of the then current stockholders will be reduced and such equity
      securities may possess rights senior to the holders of the Company's
      common stock. There can be no assurance that additional financing will be
      available on terms favorable to the Company, or that the Company will be
      successful in raising such financing.

                  (iv) Increasing Competition; Minimal Barriers to Entry. The
      market for Internet-based services is extremely competitive and can be
      significantly influenced by the marketing and pricing decisions of the
      larger industry participants. The barriers to entry are minimal and the
      Company expects that competition will intensify in the near future. The
      Company believes that success will depend upon a number of factors,
      including market presence, capacity, reliability and security of its
      network infrastructure. Furthermore, the Company will have to compete with
      the pricing policies of competitors and suppliers, the timing and
      introduction of new products and general economic trends.

                  The Company's current and prospective competitors in the
Internet industry include many large companies that have substantially greater
market presence and financial, technical, operational, marketing and other
resources and experience than the Company. The Company's Services compete or
expect to compete directly or indirectly with the following categories of
companies: (i) other national and regional commercial Internet service providers
("IPSs"); (ii) established on-line service companies that currently offer
Internet access, such as America Online, Inc., CompuServe Corp. and Prodigy
Services Company; (iii) computer hardware and software and other technology
companies, such as Microsoft Corporation ("Microsoft"); (iv) national long
distance telecommunications carriers, such as AT&T (with AT&T WorldNet), MCI
(MCI Internet), and Sprint (SprintNet); (v) regional telephone operating
companies; (vi) cable television system operators, such as Comcast Corporation,
Tele-Communications, Inc. ("TCI"), and Time Warner Inc.; (vii) nonprofit or
educational ISPs; (viii) newly-licensed providers of spectrum-based wireless
data services; (ix) national and regional web site and intranet developers; (x)
national and regional on-line trading companies and (xi) on-line auction
companies. In addition, TCI recently announced it had reached separate
agreements with Sun Microsystems, Inc. and Microsoft to produce the software
necessary to permit persons to access the Internet through television set-top
boxes beginning in 1999.

                  The Company anticipates that it will encounter significant
pricing pressure, which in turn could result in reductions in the average
selling price of the Company's services. Large telecommunications corporations
may be able to reduce the communications costs involved in providing
Internet-based services. There can be no assurance that the Company will be able
to offset the effects of any such price reductions.


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            (v) Dependence on the Internet; New Industry; Uncertain Adoption of
      Internet as a Medium of Commerce and Communications. The Company's
      existing and proposed products and services are targeted at users of the
      Internet, which has experienced rapid growth. As is typical in the case of
      a new and rapidly evolving industry characterized by rapidly changing
      technology, evolving industry standards and frequent new product and
      service introductions, demand and market acceptance for recently
      introduced products and services are subject to a high level of
      uncertainty. The Internet services industry is characterized by a limited
      operating history and a high rate of business failures. Because the market
      is relatively new and current and future competitors are likely to
      introduce competing Internet-based services, it is difficult to predict
      the rate at which the market will grow or at which new or increased
      competition will result in market saturation. See "Risk Factors -
      Increasing Competition; Minimal Barriers to Entry." In addition, critical
      issues concerning the commercial use of the Internet remain unresolved and
      may impact the growth of Internet use, especially in the business market
      targeted by the Company. Despite growing interest in the many commercial
      uses of the Internet, many businesses have been deterred from purchasing
      Internet access services for a number of reasons, including, among others,
      inconsistent quality of service, lack of availability of cost-effective,
      high-speed options, a limited number of local access points for corporate
      users, inability to integrate business applications on the Internet, the
      need to deal with multiple and frequently incompatible vendors, inadequate
      protection of the confidentiality of stored data and information moving
      across the Internet and a lack of tools to simplify Internet access and
      use.

            (vi) Possible Service Interruptions. The Company's operations
      require that its telecommunications networks operate on a continuous
      basis. It is possible that the Company's telecommunications networks may
      from time to time experience service interruptions or equipment failures.
      Service interruptions or equipment failures resulting in material delays
      would adversely effect the confidence of users of the Services as well as
      the Company's business operations and reputation.

            (vii) Capacity Constraints; System Failure and Security Risks. The
      Company's operations will depend upon the capacity, reliability and
      security of its network infrastructure. The Company currently has limited
      network capacity and will be required to continually expand its network
      infrastructure. Expansion of the Company's infrastructure will require
      significant financial, operational and management resources. There can be
      no assurance that the Company will be able to expand its infrastructure on
      a timely basis, at a commercially reasonable price, or at all. The
      Company's operations will also be dependent on the Company's ability to
      protect its computer equipment against damage from fire, power loss,
      telecommunications failures and similar events. The


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      Company's network infrastructure will be vulnerable to computer viruses,
      break-ins and similar disruptions from unauthorized tampering with the
      Company's computer systems. Computer viruses or problems caused by third
      parties could lead to material interruptions, delays or cessation in
      services. Inappropriate use of the Internet by third parties could also
      potentially jeopardize the security of confidential information stored in
      the computer systems of users. Security and privacy concerns of users may
      limit the Company's ability to successfully market its Services.

            (viii) Limited Sales Force. The Company has a limited sales force
      and does not have established distribution channels for its Services. No
      assurance can be given as to the ability of the Company to establish or
      generate sufficient demand for its Services, and the inability of the
      Company to do so would have a material adverse effect on the Company's
      business, financial condition and operating results.

            (ix) Dependence on Suppliers. The Company relies on other companies
      to supply certain key components of its network infrastructure, including
      tele-communications and networking equipment. There can be no assurance
      that the Company will be able to obtain such services on the scale and
      within the time frame required at a reasonable cost, or at all. The
      inability to do so would have a material adverse effect on the Company's
      ability to furnish its Services, financial condition and results of
      operations.

            (x) Dependence Upon Key Personnel; Bronson Conrad. The Company
      depends upon the services of Bronson Conrad, its President and Chief
      Executive Officer. The loss of Mr. Conrad's services would be detrimental
      to the Company's prospects. The Company does not contemplate obtaining
      "key-man" life insurance with respect to Mr. Conrad and the Company does
      not have an employment agreement with Mr. Conrad.

            (xi) Limited Intellectual Property Protection. The Company relies on
      a combination of copyright and trademark laws, trade secrets and software
      security measures to protect its proprietary information. The Company
      currently has no registered copyrights, trademarks or patents or patent
      applications pending. It may be possible for unauthorized third parties to
      copy aspects of, or otherwise obtain and use, the Company's proprietary
      information without authorization.

            (xii) NASDAQ's OTC Bulletin Board Service; Risks Relating to Low
      Priced Stocks. The Company's Common Stock currently trades on NASDAQ's OTC
      Bulletin Board Service. Such market is characterized by limited and
      episodic trading and limited liquidity. Investors could find it difficult
      to dispose of, or to obtain accurate quotations as to the market value of
      the Company's Common Stock. In addition, the Market Regulation Division of
      the National


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      Association of Securities Dealers Inc. has commenced an inquiry with
      respect to trading of the Company's Common Stock. The Company has
      cooperated fully with such inquiry.

            (xiii) Control By Bronson Conrad. Following completion of the
      offering, Bronson Conrad will beneficially own approximately 10.5% of the
      voting stock of the Company. As a result, Mr. Conrad has the ability to
      influence or control the election of a majority of directors and other
      actions by stockholders with respect to the business and affairs of the
      Company.

            (xiv) Year 2000 Compliance. The Company is aware of the issues
      associated with the programming code in existing computer systems as the
      year 2000 approaches. The "Year 2000 Problem" is pervasive and complex as
      virtually every computer operation will be affected in some way by the
      rollover of the two digit year value to 00. The issue is whether computer
      systems will properly recognize date-sensitive information when the year
      changes to 2000. Systems that do not properly recognize such information
      could generate erroneous data or fail. The Company is in the process of
      working with its software that the Company has licensed from third parties
      will operate properly in the year 2000 and beyond. In addition, the
      Company is working with its external suppliers and service providers to
      ensure that they and their systems will be able to support the Company's
      needs and, where necessary, interoperate with the Company's server and
      networking hardware and software infrastructure in preparation for the
      year 2000. Management does not anticipate that the Company will incur
      significant operating expenses or be required to invest heavily in
      computer systems improvements to be year 2000 compliant. However,
      significant uncertainty exists concerning the potential costs and effects
      associated with any year 2000 compliance. Any year 2000 compliance
      problems of either the Company, its customers or vendors could have a
      material adverse effect on the Company's business, results of operations
      and financial condition.

      k. The Purchaser represents that the foregoing representations, warranties
and covenants are true and correct as of the date hereof. The foregoing
representations, warranties and agreements shall survive the date hereof.

II.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company represents and warrants and, where applicable, covenants
to the Purchaser as follows:

            (a) The Company is a corporation duly organized, existing and in
      good standing under the laws of the State of Delaware and has the
      corporate power to conduct the business which it proposes to conduct.


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            (b) The execution, delivery and performance of this Agreement by the
      Company has been duly approved by the Board of Directors of the Company.

            (c) The Shares to be sold and delivered to the Purchaser hereunder
      will be duly authorized and validly issued and, upon payment. fully paid
      and non-assessable.

III.  MISCELLANEOUS

      a. Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt required, addressed to the Company, at:

                         Worldwide Data, Inc.
                         36 Toronto Street, Suite 250
                         Toronto, Ontario, Canada M5C2C5
                         Attn: President

and to the Purchaser at his address indicated on the last page of this
Agreement. Notices shall be deemed to have been given on the date of mailing,
except notices of change of address, which shall be deemed to have been given
when received.

      b. This Agreement shall not be changed, modified or amended except by a
writing signed by the parties to be charged.

      c. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns.

      d. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter thereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature
among them.

      e. This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the State of New York.

      f. This Agreement may be executed in counterparts. Upon the execution and
delivery of this Agreement by the Purchaser, this Agreement shall become a
biding obligation of the Purchaser with respect to the purchase of Shares as
herein provided.


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            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.

                                     MONTAQUE SECURITIES
                                     INTERNATIONAL LTD.


                                     /s/ [Illegible]
                                     --------------------------


                                     Address of Purchaser
                                     Saffrey Square, Bay Street
                                     at Bank Lane, N-8303,
                                     Nassau, N.P., the Bahamas


                                     /s/ [Illegible]
                                     --------------------------

                                     Signature of Purchaser


                                     /s/ Owen S.M. Bethel
                                     --------------------------
                                     OWEN S.M. BETHEL
                                     (for) MONTAQUE SECURITIES INTERNATIONAL
Accepted by:

WORLDWIDE DATA, INC.


By: /s/ Bronson B. Conrad
    ----------------------------
 Bronson Conrad, President


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