STOCK PURCHASE AGREEMENT



     This  STOCK  PURCHASE  AGREEMENT  dated as of the 28th day of May 2001 (the
"Effective  Date"), by and between Lingo Media Inc. (f/k/a Alpha  Communications
Corp.),  an Ontario  corporation  (the  "Seller"),  and 1476848  Ontario Inc. an
Ontario corporation (the "Purchaser").



                              W I T N E S S E T H:


     WHEREAS, AlphaCom Corporation,  a Delaware corporation (the "Corporation"),
has issued and outstanding 44,400,000 shares of common stock, $ 0.0001 par value
per share (the "Common Stock");

     WHEREAS,  the  Seller is the  record and  beneficial  holder of  44,000,000
shares of Common Stock (the "Shares"); and

     WHEREAS,  the Purchaser desires to acquire from the Seller,  and the Seller
desires to sell to the  Purchaser,  the  Shares on the terms and  subject to the
conditions set forth herein, as provided herein.

     NOW, THEREFORE, the parties hereto hereby agree as follows:


                                   DEFINITIONS

     For  purposes  of this  Agreement,  the  following  terms  shall  have  the
respective meanings set forth below:

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time,  any  successor  statute  thereto and all final or  temporary  regulations
promulgated  thereunder and generally  applicable  published rulings entitled to
precedential effect.

     "GAAP" means generally accepted accounting  principles in the United States
of America in effect from time to time.

     "Governmental Body" means any federal, state, local or foreign governmental
authority or regulatory body, any subdivision,  agency,  commission or authority
thereof,  or any  quasi-governmental  or private body  exercising any regulatory
authority  thereunder and any person directly or indirectly owned by and subject
to the  control  of any of the  foregoing,  or any  court,  arbitrator  or other
judicial or quasi-judicial tribunal.

     "Lien" means any mortgage,  charge, pledge, lien, security interest, claim,
encumbrance or restriction, of any kind or nature.
<PAGE>

     "Person" means an individual, partnership, limited liability company, joint
venture,  corporation,  trust,  unincorporated organization or other entity or a
government or other department or agency thereof.


                                PURCHASE AND SALE

     Purchase and Sale of Shares and Payment of Purchase  Price.  Subject to the
terms and  conditions  and in reliance upon the  representations  and warranties
herein set forth, the Purchaser and the Seller hereby agree that:

     The Seller  hereby sells and shall,  simultaneously  with the  execution of
this  Agreement,  deliver to the  Purchaser  certificates  for the Shares,  duly
endorsed in blank or accompanied by stock powers in blank, free and clear of all
Liens.

     The  Purchaser  hereby  purchases  from the  Seller  the  Shares and shall,
simultaneously  with the  execution  of this  Agreement,  pay to the  Seller  an
aggregate of One Hundred and Fifty Thousand  Canadian  Dollars  ($150,000)  (the
"Purchase Price") to be paid as follows:

     (i) US$14,229.75 (CDN $ 21,771.52)  Promissory Note which was loaned to the
     Seller on April 16, 2001 to retired and  applied as  consideration  towards
     the Purchase Price

     (ii) CDN $ 128,338.48  to be paid in cash by wire transfer or bank draft to
     the Seller from the Purchaser's attorney in trust.

                                  ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller represents and warrants to the Purchaser that:

     Section 3.01 Organization;  Good Standing.  To the Seller's knowledge,  the
Corporation  is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Delaware. To the Seller's knowledge, the
Corporation  has the power and  authority  to conduct  all of the  business  and
activities conducted by it and to own or lease all of the assets owned or leased
by it. To the Seller's knowledge,  the Corporation is duly licensed or qualified
to  do  business  and  in  good  standing  as  a  foreign   corporation  in  all
jurisdictions in which the nature of the business and activities conducted by it
and/or  the   character  of  the  assets  owned  or  leased  by  it  makes  such
qualification or license necessary (such  jurisdictions being listed in Schedule
3.01 hereto).

     Section 3.02  Authority  Relative to and Validity of Agreement.  The Seller
has full right,  power,  authority and legal capacity to enter into, execute and
deliver  this  Agreement  and to  assume  and  perform  all  of its  obligations
hereunder.  The execution and delivery of this Agreement and the  performance by
the Seller of its  obligations  hereunder have been duly authorized by the Board
of Directors of the Seller and no further action or authorization on the part of
or with  respect to the Seller,  including,  without  limitation,  any action or
authorization by the  stockholders or other equity owners thereof,  is necessary
to authorize  the execution  and delivery by it of, and the  performance  of its
obligations under, this Agreement. There are no contractual,  statutory or other
restrictions  of any kind upon the power and  authority of the Seller to execute
and deliver this  Agreement  and to  consummate  the  transactions  contemplated
hereunder and no action, waiver or consent by any Governmental Body is necessary
to make this Agreement  valid and binding upon the Seller in accordance with its
terms.  This  Agreement  has been duly  executed and delivered by the Seller and
constitutes  the  legal,  valid and  binding  obligations  of the  Seller.  This
Agreement  is  enforceable  against  the  Seller in  accordance  with its terms,
subject to (i) applicable bankruptcy, insolvency,  reorganization and moratorium
laws  and  other  laws of  general  application  affecting  the  enforcement  of
creditors'  rights  and  (ii)  the  fact  that  equitable   remedies  or  relief
(including,  without limitation, the remedy of specific performance) are subject
to the discretion of the court from which such relief may be sought.
<PAGE>

     Section 3.03 Required  Filings and Consents;  No Conflict.  The  execution,
delivery  and  consummation  of  this  Agreement  and  the  consummation  of the
transactions  contemplated  hereby  do not and  will  not (a)  conflict  with or
violate (i) any law,  regulation,  judgment,  order or decree  binding  upon the
Seller or (ii) any provision of its Certificate of  Incorporation  or By-laws or
similar governing  documents,  or (b) conflict with or result in a breach of any
condition or provision of, or constitute a default (or an event that with notice
or lapse of time or both  would  become  a  default)  under,  or  result  in the
creation or imposition  of any Lien upon any  properties or assets of the Seller
(including the Shares) pursuant to, or cause or permit the acceleration prior to
maturity of any amounts owing under,  any indenture,  loan agreement,  mortgage,
deed of  trust,  lease,  contract,  license,  franchise  or other  agreement  or
instrument  to which the Seller is a party or which is or purports to be binding
upon the Seller or by which any of its properties are bound.

     Section 3.04 Brokers.  All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by or on behalf of the
Seller in such a manner as not to give rise to any claim  against  the Seller or
the Purchaser,  for a finder's fee, brokerage commission,  advisory fee or other
similar payment.

     Section 3.05 Shares. To the Seller's  knowledge,  the Shares have been duly
authorized,   are  legally  and   validly   issued,   and  are  fully  paid  and
nonassessable. To the Seller's knowledge, none of the Shares have been issued in
violation of any applicable  state or federal  securities  laws. The Seller owns
the Shares and upon transfer  thereof of the  Purchaser in accordance  with this
Agreement, the Purchaser will acquire the Shares, free and clear of all Liens.

     Subject   in  part  to  the  truth   and   accuracy   of  the   Purchaser's
representations  set  forth in  Article  IV of this  Agreement,  the sale of the
Shares  as  contemplated  by this  Agreement  is  exempt  from the  registration
requirements of any applicable state and federal securities laws. The Seller has
not engaged in any general  solicitation  or advertising in connection  with the
sale of the Shares.

     Section 3.06 Consents and Approvals.  Except for filings required under the
Securities and Exchange Act of 1934, as amended (the "Securities Exchange Act"),
no consent, authorization, order or approval of, or filing or registration with,
any Governmental Body or other Person is required for the execution and delivery
by the Seller of this Agreement and all other documents  contemplated hereby and
the  consummation  by  the  Seller  of the  transactions  contemplated  by  this
Agreement.
<PAGE>

     Section 3.07 Financial  Statements;  SEC Filings. The Seller heretofore has
delivered to the Purchaser true and complete copies of the Corporation's filings
made with the Securities and Exchange Commission (the "SEC") since the filing of
its  Registration  Statement on Form 10SB 12G, as filed with the  Securities and
Exchange  Commission on October 29, 1999 (the "Form10SB 12G"), which consists of
(a) the  registration  statement,  together with any amendments  thereto on Form
10SB 12G,  (b)  Annual  Reports  on Form  10-K for the  fiscal  years  ended (i)
December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance
sheet as of December 31, 2000, and the related audited  consolidated  statements
of operations, shareholders' equity and cash flow for the fiscal year then ended
(including  the related notes and  schedules),  and the related  opinion of KPMG
LLP, independent certified public accountants (the financial statements referred
to in this subparagraph being collectively  referred to hereinafter as the "2000
Statements") and (ii) December 31, 1999,  including audited consolidated balance
sheet as of December 31, 1999, and the related audited  consolidated  statements
of operations, shareholders' equity and cash flow for the fiscal year then ended
(including  the related notes and  schedules),  and the related  opinion of KPMG
LLP, independent certified public accountants (the financial statements referred
to in this subparagraph being collectively  referred to hereinafter as the "1999
Statements")  and (b)  Quarterly  Reports  on Form 10-Q for the  quarters  ended
September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March
31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the
SEC Filings did not contain any untrue  statement of a material  fact or omit to
state any material fact  required to be stated  therein or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The 2000  Statements,  the 1999  Statements  and the financial
statements  of the  Corporation  included  in the SEC Filings  were  prepared in
accordance  with GAAP  applied on a  consistent  basis,  are true,  complete and
correct in all material  respects and present  fairly the financial  position of
the Corporation as of the dates and for the periods indicated.

     Section  3.08 Tax Returns and  Payments.  To the  Seller's  knowledge,  the
Corporation has timely filed all tax returns (federal, state and local) required
to be filed by it. All taxes  shown to be due and payable on such  returns,  any
assessments  imposed,  and to the  Seller's  knowledge  all other  taxes due and
payable by the  Corporation  on or before the execution of this  Agreement  have
been  paid or will be paid  prior to the time  they  become  delinquent.  To the
Seller's  knowledge,  the  Corporation  has not been advised (i) that any of its
returns,  federal, state or other, have been or are being audited as of the date
hereof,  or (ii) of any  deficiency in  assessment  or proposed  judgment to its
federal,  state or other taxes.  The Seller has no knowledge of any liability of
any tax to be imposed upon the Corporation's properties or assets as of the date
of  this  Agreement  that  is not  adequately  provided  for.  To  the  Seller's
knowledge,  the  Corporation  has not  executed  any  waiver of any  statute  of
limitations on the assessment or calculation of any tax or governmental charge.

     Section 3.09 Liabilities. To the Seller's knowledge, the Corporation has no
material  obligations  or  liabilities  and  knows  of  no  material  contingent
obligations or liabilities not disclosed in the 2000 Statements,  except current
liabilities as set forth in Schedule 3.09 hereto, and obligations  entered into,
in the  ordinary  course of business  subsequent  to December  31,  2000,  which
neither have, nor are reasonably expected to have, either in any individual case
or in  the  aggregate,  a  material  adverse  affect  on the  business,  assets,
liabilities, financial condition or operations of the Company.
<PAGE>

     Section 3.10 No Material Adverse Change. To the Seller's  knowledge,  since
December  31,  2000,  there has been no material  adverse  change in the assets,
properties,   business,   prospects,   operations  or  condition  (financial  or
otherwise)  of the  Corporation  and the Seller does not know of any such change
that  is  threatened,  nor  has  there  been  any  damage,  destruction  or loss
materially  adversely  affecting the assets,  properties,  business,  prospects,
operations or condition  (financial or otherwise) of the Corporation  whether or
not covered by insurance.


                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Seller that:

     Section 4.01  Organization  and Good  Standing.  The Purchaser is a company
duly  incorporated  under  the laws of the  Province  of  Ontario,  Canada.  The
Purchaser  has the  power and  authority  to  conduct  all of the  business  and
activities conducted by it and to own or lease all of the assets owned or leased
by it. The  Purchaser  is duly  licensed or qualified to do business and in good
standing as a foreign  corporation in all  jurisdictions  in which the nature of
the business and  activities  conducted by it and/or the character of the assets
owned or  leased by it makes  such  qualification  or  license  necessary  (such
jurisdictions  being listed in Schedule 4.01  hereto).Authority  Relative to and
Validity of Agreement.  The Purchaser has full right, power, authority and legal
capacity to enter into,  execute and deliver  this  Agreement  and to assume and
perform all of its  obligations  hereunder.  The  execution and delivery of this
Agreement and the performance by the Purchaser of its obligations hereunder have
been duly authorized by the Board of Directors,  or the equivalent  thereof,  of
the  Purchaser  and no further  action or  authorization  on the part of or with
respect  to  the  Purchaser,   including,  without  limitation,  any  action  or
authorization by the  stockholders or other equity owners thereof,  is necessary
to authorize  the execution  and delivery by it of, and the  performance  of its
obligations under, this Agreement. There are no contractual,  statutory or other
restrictions  of any kind upon the  power  and  authority  of the  Purchaser  to
execute  and  deliver  this  Agreement  and  to  consummate   the   transactions
contemplated hereunder and no action, waiver or consent by any Governmental Body
is necessary  to make this  Agreement  valid and binding  upon the  Purchaser in
accordance  with its terms.  This Agreement has been duly executed and delivered
by the Purchaser and constitutes the legal, valid and binding obligations of the
Purchaser.  This  Agreement is  enforceable  against the Purchaser in accordance
with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization
and  moratorium  laws  and  other  laws of  general  application  affecting  the
enforcement of creditors'  rights and (ii) the fact that  equitable  remedies or
relief (including,  without limitation,  the remedy of specific performance) are
subject to the discretion of the court from which such relief may be sought.
<PAGE>

     Section  4.03  No  Violation  of  Other  Instruments  or  Obligations.  The
execution,  delivery and  consummation of this Agreement and the consummation of
the  transactions  contemplated  hereby do not and will not (a) conflict with or
violate (i) any law,  regulation,  judgment,  order or decree  binding  upon the
Purchaser or (ii) any provision of its Certificate of  Incorporation  or By-laws
or similar  governing  documents,  or (b) conflict with or result in a breach of
any  condition or provision  of, or  constitute a default (or an event that with
notice or lapse of time or both would become a default)  under, or result in the
creation  or  imposition  of any  Lien  upon any  properties  or  assets  of the
Purchaser  pursuant to, or cause or permit the acceleration prior to maturity of
any amounts owing under, any indenture, loan agreement, mortgage, deed of trust,
lease,  contract,  license,  franchise or other agreement or instrument to which
the  Purchaser  is a party  or  which  is or  purports  to be  binding  upon the
Purchaser or by which any of its properties are bound.


     Section 4.04 Consents and Approvals.  Except for filings required under the
Securities  Exchange  Act,  no  consent,  authorization,  order or appeal of, or
filing or registration  with, any Governmental  Body or other person is required
for the execution and delivery by the Purchaser of this  Agreement and all other
documents  contemplated  hereby and the  consummation  by the  Purchaser  of the
transactions hereby contemplated.

     Section 4.05  Finder's  Fees.  The Purchaser has not incurred any liability
for finders or brokerage  fees or agent's  commissions  in connection  with this
Agreement or the transactions hereby contemplated.

     Section 4.06 Purchase for Investment. The Purchaser is acquiring the Shares
for its own account and not with a view to the resale or  distribution of all or
any portion of the Shares.

     Section  4.07  Disclosure  of   Information.   The  Purchaser  has  had  an
opportunity  to discuss the  Corporation's  business,  management  and financial
affairs with  directors,  officers and management of the Corporation and has had
the  opportunity  to review the  Corporation's  operations and facilities and is
satisfied with the results thereof.  The Purchaser has had an opportunity to ask
questions and receive answers from the Seller and the Corporation  regarding the
terms and  conditions  of the sale of the Shares and the  business,  properties,
prospects and financial  condition of the Corporation.  The foregoing,  however,
does not limit or modify the  representations  and  warranties  of the Seller in
Article III of this Agreement or the right of the Purchaser to rely thereon.

     Section 4.08  Investment  Experience.  The Purchaser has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in the  Corporation  pursuant to its purchase
of the  Shares  contemplated  hereby  and  can  bear  the  economic  risk of its
investment.

     Section 4.09  Restricted  Securities.  The Purchaser  understands  that the
Shares have not been  registered  under the  Securities Act of 1933, as amended,
and accordingly, that the Purchaser may not be able to sell or otherwise dispose
of the Shares  without  registration  thereof under the Securities Act unless an
exemption from such registration is available.  The Purchaser  consents that (i)
the certificate or certificates  representing the Shares may be impressed with a
legend  indicating that the Shares have not been registered under the Securities
Act and reciting that the transfer thereof is restricted; and (ii) stop transfer
instructions  with  respect to the Shares may be issued to any  transfer  agent,
transfer clerk, or other agent, at any time acting for the Corporation.
<PAGE>


                                   ARTICLE V
                                    COVENANTS


     Each of the Buyer and the Seller hereby severally agrees:

     Section 5.01 Further Assurances.  To proceed diligently to take or cause to
be taken all actions and to do or cause to be done all things necessary,  proper
and  advisable  to perform  the  transactions  contemplated  by this  Agreement,
including the execution and delivery of such further  documents and  instruments
as any party hereto may reasonably request.

     Section  5.02  Compliance.  To comply  in all  material  respects  with all
applicable rules and regulations of any Governmental Body in connection with the
execution,  delivery and  performance  of this  Agreement  and the  transactions
contemplated  hereby; to use all reasonable efforts to obtain in a timely manner
all necessary waivers, consents and approvals and to take, or cause to be taken,
all other  actions and to do, or cause to be done,  all other things  necessary,
proper or advisable to perform and make effective as promptly as practicable the
transactions contemplated by this Agreement.

     Section  5.03  Notice.  To give prompt  notice to the other  parties of any
material failure on its part, or on the part of any of its officers,  directors,
employees  or agents,  to comply  with or satisfy  any  covenant,  condition  or
agreement to be complied with or satisfied by it hereunder;  provided,  however,
that the  delivery of any such notice  shall not limit or  otherwise  affect the
remedies available hereunder to the party receiving such notice.


                                   ARTICLE VI
                    CONDITIONS TO THE PURCHASER'S OBLIGATIONS

     All  obligations  of the Purchaser  under this Agreement are subject to the
fulfillment  of each of the  following  conditions,  any or all of which  may be
waived in whole or in part by the Purchaser in its sole discretion:

     Section 6.01  Seller's  Performance.  The Seller shall have  performed  and
complied with all  covenants,  agreements and conditions on its part required by
this  Agreement  to be  performed  or complied  with by it prior to or as of the
Effective Date.

     Sectioin  6.02 This  Agreement.  The  Purchaser  shall have received a duly
executed original of this Agreement.
<PAGE>

     Section 6.03 Purchase Price.  The Purchaser shall have received  payment of
the Purchase Price in accordance with the terms of Section 2.01(b).

                                  ARTICLE VII
                     CONDITIONS TO THE SELLER'S OBLIGATIONS

                  All obligations of the Seller under this Agreement are subject
to the fulfillment of each of the following conditions,  any or all of which may
be waived in whole or in part by the Seller in its sole discretion:

     Section 7.01  Purchaser's  Performance.  The Purchaser shall have performed
and complied with all covenants,  agreements and conditions on its part required
by this  Agreement  to be  performed  or complied  with by it prior to or at the
Effective Date.

     Section 7.02 This Agreement. The Seller shall have received a duly executed
original of this Agreement.

     Section 7.03 Shares.  The Seller shall have received the  certificates  for
the Shares in accordance with the terms of Section 2.01(a).

                                  ARTICLE VIII
                                 INDEMNIFICATION

     Section  8.01 By the  Seller.  The  Seller  agrees  to  indemnify  and hold
harmless  the  Purchaser  and  its  respective  partners,  directors,  officers,
employees and agents (the  "Purchaser  Parties")  against,  and to reimburse the
Purchaser  Parties on demand with  respect to, any and all losses,  liabilities,
obligations, suits, proceedings, demands, judgments, damages, claims, reasonable
expenses and costs (including, without limitation, reasonable fees, expenses and
disbursements of counsel) (collectively,  "Losses") which each may suffer, incur
or pay by  reason  of (i) the  breach by the  Seller  of any  representation  or
warranty  made in this  Agreement  or in any  agreement,  certificate  or  other
document  executed by and delivered to the Purchaser  pursuant to the provisions
of this Agreement;  or (ii) the failure of the Seller to perform any covenant or
agreement  required by this Agreement or any agreement  executed pursuant to the
provisions of this Agreement.

     Section 8.02 By the Purchaser.  The Purchaser  agrees to indemnify and hold
harmless the Seller and its respective partners, directors,  officers, employees
and agents (the "Seller Parties")  against,  and to reimburse the Seller Parties
on demand with  respect to, any and all Losses  which each may suffer,  incur or
pay by  reason of (i) the  breach  by the  Purchaser  of any  representation  or
warranty made by it in this Agreement or in any agreement,  certificate or other
document  executed by the Purchaser and delivered to the Seller  pursuant to the
provisions  of this  Agreement;  or (ii) the failure of the Purchaser to perform
any covenant or agreement  required by this Agreement or any agreement  executed
pursuant to the provisions of this Agreement.
<PAGE>

     Section  8.03  Indemnification  Procedure.  The  Purchaser  Parties and the
Seller  Parties,  as the  case may be,  (hereinafter,  the  applicable  party or
parties  being  indemnified,  the  "Indemnified  Party" and the party or parties
providing  indemnity,  the "Indemnifying  Party") agree to give the Indemnifying
Party prompt  written  notice of the  occurrence of any event which either party
asserts is an  indemnifiable  event hereunder.  The Indemnifying  Party shall be
entitled,  at its or his sole cost and expense, to participate in and to control
the contest,  defense,  settlement or compromise (the "Defense") of any claim if
the Indemnifying  Party shall agree in writing within fifteen (15) calendar days
after the receipt of notice of such claim that it is required,  pursuant to this
Article,  to indemnify the  Indemnified  Party for the full amount of such claim
(the "Claim Acknowledgement  Procedure"). If the Indemnifying Party shall assume
the Defense of a claim hereunder,  the Indemnified  Party shall be kept informed
with respect to, and shall have the right to participate  in, the Defense of any
such  claim.  If the  Indemnifying  Party does not assume the defense of a claim
within a reasonable  time after notice  thereof or, after  assumption,  does not
thereafter  diligently  pursue the  Defense  or does not  comply  with the Claim
Acknowledgement  Procedure,  the Indemnified  Party shall be entitled to control
the  Defense  of  such  matter  for  the  account  and  at  the  expense  of the
Indemnifying Party.  Notwithstanding  the foregoing  provisions of this Section,
the  Indemnified  Party  shall have the sole right to control the Defense of any
claim if such claim is not a claim solely for monetary damages.

     Section 8.04 Limitations on  Indemnification.  Neither any Purchaser Party,
on the one hand, nor any Seller Party,  on the other hand,  shall be entitled to
be  indemnified  pursuant to Sections  8.01 and 8.02, as the case may be, unless
and until the aggregate of all Losses  incurred by the Purchaser  Parties or the
Seller Parties, as the case may be, shall exceed $ 75,000.00 (the "Basket") and,
upon exceeding such amount, the Purchaser Parties or the Seller Parties,  as the
case may be, shall be entitled to be indemnified for all Damages (other than the
initial $ 75,000.00 of Damages  which  comprised  the  Basket),  on a dollar for
dollar basis;  provided,  that the maximum  aggregate amount of  indemnification
that may be received by the Purchaser Parties or the Seller Parties, as the case
may be,  shall not exceed  Canadian $ One  Hundred  and Fifty  Thousand  Dollars
(Canadian $150,000).

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.01 Survival of Representations and Warranties. Subject to Article
VIII, all  statements,  certifications,  indemnifications,  representations  and
warranties  made herein by the parties to this Agreement,  and their  respective
covenants,  agreements  and  obligations  to be performed  pursuant to the terms
hereof,  shall  survive the Closing  notwithstanding  (1) any due  diligence  or
examination  or audit by or on behalf of any party  hereto,  (2) any notice of a
breach or of a failure to perform not waived in writing; or (3) the consummation
of the  transactions  hereby  contemplated  with  knowledge  of such  breach  or
failure;   provided,   however   that  all  such   statements,   certifications,
indemnifications,   representations   and  warranties   contained  herein  shall
terminate on the third  anniversary  date of the Effective Date,  unless written
notice of a claim of indemnification  hereunder shall have been furnished within
such one (1) year period.

     Section 9.02 Merger  Provision.  All prior or  contemporaneous  agreements,
contracts,  promises,  representations and statements, if any, among the parties
hereto as to the subject matter  hereof,  are merged into this  Agreement.  This
Agreement,  together with all  agreements,  Schedules,  Exhibits,  documents and
other  instruments  to be attached  hereto or delivered  herewith sets forth the
entire understanding  between the parties,  and there are no terms,  conditions,
representations,  warranties or covenants other than those contained  herein and
in such agreements,  Schedules,  Exhibits, documents and other instruments to be
attached hereto or delivered herewith.
<PAGE>

     Section  9.03  Amendment  and  Modification.  No term or  provision of this
Agreement may be amended, released, discharged or modified in any respect except
in writing  signed by the party to be charged and only to the extent therein set
forth.

     Section  9.04  Waiver.  No waiver  shall be deemed to be made by any of the
parties to any of its rights  hereunder unless that waiver shall be in a writing
signed by the waiving party and only to the extent therein set forth.

     (b) failure of any of the  parties to  exercise  any power given such party
hereunder  or to insist  upon  strict  compliance  by any other  party  with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof  shall  constitute a waiver of the right of any party to demand
precise compliance with the terms of the Agreement.

     Section   9.05   Notices.   All   notices,   consents,   demands  or  other
communications  required or  permitted  to be given  pursuant to this  Agreement
shall be in  writing  and shall be deemed  sufficiently  given on (i) the day on
which  delivered  personally  or by  facsimile  during  a  business  day  to the
appropriate  location listed as the address below,  (ii) three (3) business days
after the posting  thereof by United States  registered or certified first class
mail, return receipt  requested with postage and fees prepaid,  or (iii) one (1)
business  day after  deposit  thereof  for  overnight  delivery.  Such  notices,
consents, demands or other communications shall be addressed respectively:


         As to the Seller            Lingo Media Inc.
                                     151 Bloor Street West, Suite 890
                                     Toronto, Ontario
                                     Canada M5S-1S4
                                     Facsimile No.: (416) 927-1222

        As to the Purchaser:         1476848 Ontario Limited
                                     15 Glen Morris Street, Suite 4
                                     Toronto, Ontario,
                                     Canada
                                     Attn: William A. Montgomery
                                     Facsimile No.: (416) 340-6231


or to  any  other  address  or  facsimile  number  which  such  party  may  have
subsequently communicated to the other parties in writing.

     Section  9.06  Governing  Law.  This  Agreement  shall be governed  by, and
construed  under  and in  accordance  with,  the  laws of the  State of New York
without giving effect to the conflict of laws principles thereof.
<PAGE>

     Section 9.07 Submission to  Jurisdiction.  Each party hereto hereby submits
to the non-exclusive jurisdiction of the state and federal courts located within
State of New York with respect to all suits and actions  arising under or out of
this  Agreement  and each hereby  waives any  objection to the venue of any such
court with respect to any such suit or action.

     Section 9.08 Captions.  The captions and the table of contents appearing in
this  Agreement are inserted only as a matter of  convenience  and for reference
and in no way define, limit or describe the scope or intent of this Agreement or
any of the provisions hereof.

     Section 9.09 Severability.  If any term or provision of this Agreement, the
application  thereof to any person,  or circumstance  shall,  to any extent,  be
invalid or  unenforceable,  the remainder of the Agreement or the application of
such term or provision to persons or circumstances  other than those as to which
it is held void or unenforceable  shall not be affected  thereby,  and each term
and  provision  of the  Agreement  shall be valid and be enforced to the fullest
extent permitted by law.

     Section 9.10 Publicity. Any communications and notices to third parties and
all other publicity  concerning the transactions  contemplated by this Agreement
(other than governmental or regulatory filings) shall be planned and coordinated
by and among the parties. Unless required by applicable law, none of the parties
shall  disseminate or make public or cause to be disseminated or made public any
information regarding the transactions  contemplated hereunder without the prior
written approval of the other parties,  which approval shall not be unreasonably
withheld.

     Section 9.11 Binding Effect;  Assignments.  This Agreement shall be binding
upon and inure to the benefit of the parties and their respective  heirs,  legal
representatives,  successors and permitted  assigns.  Neither this Agreement nor
any of the rights,  interests or obligations  hereunder  shall be transferred or
assigned (by operation of law or otherwise) by any of the parties hereto without
the prior written  consent of the other  parties.  Any transfer or assignment of
any of the rights,  interests or obligations hereunder in violation of the terms
hereof shall be void and of no force or effect.



     Section  9.12  Cumulative  Rights and  Remedies.  The  rights and  remedies
provided for in this  Agreement are cumulative and in addition to, and shall not
restrict or limit, any other rights and remedies available at law or in equity.

     Section  9.13  Expenses  of  Transaction.  The  Buyer  shall  bear  its own
expenses,  and the  Seller  shall  bear its own  expenses,  in  respect  of this
Agreement  and  the  transactions  contemplated  hereby,  whether  or  not  such
transactions are consummated.

     Section 9.14 Third Parties.  Other than the parties hereto, no person shall
have any rights under or to enforce any provision of this Agreement.

        Section 9.15 Counterparts. This Agreement may be executed in one or more
facsimile  counterparts,  each of which shall be deemed an  original  and all of
which taken together shall constitute a single agreement.
<PAGE>

               IN WITNESS WHEREOF,  the undersigned have executed this Agreement
as of the 28th day of May 2001.


                             SELLER:

                             LINGO MEDIA INC.


                             By: /s/ Michael P. Kraft
                                ----------------------------------
                               Name: Michael P. Kraft
                               Title: President, CEO & Director


                             PURCHASER:

                             1476848 ONTARIO INC.


                             By: /s/ William A. Montgomery
                                ----------------------------------
                                Name: William A. Montgomery
                                Title: President & Secretary

<PAGE>

                                  Schedule 3.01

                                      None



<PAGE>



                                  Schedule 3.09

                          List of Outstanding  Liabilities as of May 28, 2001 to
be assumed by the Purchaser:


  Global Financial Press - Edgarization of SEC Filings        US $  3,435.43
  Revenue Canada - GST Owed                                   US $  2,911.57
  Lingo Media Inc. - Loans since June 2000                    US $ 26,625.00

<PAGE>



                                  Schedule 4.01

                                      None