Common use of ISSUANCE AND SALE OF THE SHARES AND WARRANTS; REPRESENTATIONS BY PURCHASER Clause in Contracts

ISSUANCE AND SALE OF THE SHARES AND WARRANTS; REPRESENTATIONS BY PURCHASER. 1.1 Subject to the terms and conditions set forth herein, on the Closing Date, the Company shall issue and the Purchaser hereby agrees to purchase from the Company, such number of the Company's Units as is set forth upon the signature page hereof (the "Units") at a purchase price of five dollars ($5.00) per Unit and the Company agrees to sell such Units to the Purchaser for said price. Each Unit will consist of one share of the Company's common stock, par value $.001 (the "Common Stock"), twenty-two (22) Class A Warrants, substantially in the form attached hereto as Exhibit A, each to purchase a share of the Company's Common Stock on or before thirty-one (31) days after the Closing Date, at an exercise price of $1.50 per share (the "Class A Purchase Price") and forty-five (45) Class B Warrants, substantially in the form attached hereto as Exhibit B, each to purchase a share of the Company's Common Stock at any time after April 5, 1999 and expiring on April 5, 2001, at an exercise price of $1.00 per share (the "Class B Purchase Price"). Subject to the terms and conditions set forth herein, within thirty-one (31) days of the Closing Date, the Company shall issue and deliver to each purchaser certificates in definitive form, registered in the name of such Purchaser or such Purchaser's nominee, evidencing the Shares and the Warrants so issued and sold to such Purchaser hereunder. The Purchaser further agrees that payment for the Units shall be made to the Company, in accordance with any instructions from the Company regarding such payment, in good funds on or before March 2, l998 (the "Closing Date"). To exercise the Warrants, the Purchaser shall deliver to the Company a duly completed Notice of Exercise (in the form attached to the Class A Warrant or the Class B Warrant) and payment of the Class A Purchase Price or Class B Purchase Price, as applicable. This offering is not conditioned on any minimum number of Units being sold. On or before the Closing Date, the Company shall exchange its capital stock for the capital stock of Worldwide Online Corp. a Canadian Company ("Worldwide Canada") and as a result, Worldwide Canada will become a wholly-owned subsidiary of the Company which will continue to operate as a Canadian company. 1.2 The Purchaser acknowledges that it (a) is acquiring the Units for its own account, for investment only; (b) either alone or together with its advisors, has significant 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. 1.3 The Purchaser represents that is has been furnished by the Company, during the course of this transaction, with all information regarding the Company and its principals which he or she 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 Units, along with any additional information which it had requested. 1.4 The purchaser acknowledges that it is aware that this sale of Units 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 Securities Act of 1933, as amended (the "Act") and the provisions of Rule 504 of Regulation D thereunder, or otherwise exempt from registration under the Act and that, in the event that the Company becomes a reporting company under the Securities Exchange Act of 1934, the exemption from registration under Rule 504 shall no longer be available and the shares underlying the Class B Warrants would not be exempt from registration. 1.5 The Purchaser represents that it is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Act. 1.6 The Purchaser recognizes that an investment in the Company involves a high degree of risk, acknowledges that he or she may lose his or her 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:

ISSUANCE AND SALE OF THE SHARES AND WARRANTS; REPRESENTATIONS BY PURCHASER. 1.1 Subject to the terms and conditions set forth herein, on the Closing Date, the Company shall issue and the Purchaser hereby agrees to purchase from the Company, such number of the Company's Units as is set forth upon the signature page hereof (the "Units") at a purchase price of five dollars ($5.00) per Unit and the Company agrees to sell such Units to the Purchaser for said price. Each Unit will consist of one share of the Company's common stock, par value $.001 (the "Common Stock"), twenty-two (22) Class A Warrants, substantially in the form attached hereto as Exhibit A, each to purchase a share of the Company's Common Stock on or before thirty-one (31) days after the Closing Date, at an exercise price of $1.50 per share (the "Class A Purchase Price") and forty-five (45) Class B Warrants, substantially in the form attached hereto as Exhibit B, each to purchase a share of the Company's Common Stock at any time after April 5, 1999 and expiring on April 5, 2001, at an exercise price of $1.00 per share (the "Class B Purchase Price"). Subject to the terms and conditions set forth herein, within thirty-one (31) days of the Closing Date, the Company shall issue and deliver to each purchaser Purchaser certificates in definitive form, registered in the name of such Purchaser or such Purchaser's nominee, evidencing the Shares and the Warrants so issued and sold to such Purchaser hereunder. The Purchaser further agrees that payment for the Units shall be made to the Company, in accordance with any instructions from the Company regarding such payment, in good funds on or before March 2, l998 1998 (the "Closing Date"). To exercise the Warrants, the Purchaser shall deliver to the Company a duly completed Notice of Exercise (in the form attached to the Class A Warrant or the Class B Warrant) and payment of the Class A Purchase Price or Class B Purchase Price, as applicable. This offering is not conditioned on any minimum number of Units being sold. On or before the Closing Date, the Company shall exchange its capital stock for the capital stock of Worldwide Online Corp. a Canadian Company company ("Worldwide Canada") and as a result, Worldwide Canada will become a wholly-owned subsidiary of the Company which will continue to operate as a Canadian companyCompany. 1.2 The Purchaser acknowledges that it (a) is acquiring the Units for its own account, for investment only; (b) either alone or together with its advisors, has significant 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. 1.3 The Purchaser represents that is has been furnished by the Company, during the course of this transaction, with all information regarding the Company and its principals which he or she 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 Units, along with any additional information which it had requested. 1.4 The purchaser Purchaser acknowledges that it is aware that this sale of Units 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 Securities Act of 1933, as amended (the "Act") and the provisions of Rule 504 of Regulation D thereunder, or otherwise exempt from registration under the Act and that, in the event that the Company becomes a reporting company under the Securities Exchange Act of 1934, the exemption from registration under Rule 504 shall no longer be available and the shares underlying the Class B Warrants would not be exempt from registration. 1.5 The Purchaser represents that it is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Act. 1.6 The Purchaser recognizes that an investment in the Company involves a high degree of risk, acknowledges that he or she may lose his or her 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:

ISSUANCE AND SALE OF THE SHARES AND WARRANTS; REPRESENTATIONS BY PURCHASER. 1.1 Subject to the terms and conditions set forth herein, on the Closing Date, the Company shall issue and the Purchaser hereby agrees to purchase from the Company, such number of the Company's Units as is set forth upon the signature page hereof (the "Units") at a purchase price of five dollars ($5.00) per Unit and the Company agrees to sell such Units to the Purchaser for said price. Each Unit will consist of one share of the Company's common stock, par value $.001 (the "Common Stock"), twenty-two (22) Class A Warrants, substantially in the form attached hereto as Exhibit A, each to purchase a share of the Company's Common Stock on or before thirty-one (31) days after the Closing Date, at an exercise price of $1.50 per share (the "Class A Purchase Price") and forty-five (45) Class B Warrants, substantially in the form attached hereto as Exhibit B, each to purchase a share of the Company's Common Stock at any time after April 5, 1999 and expiring on April 5, 2001, at an exercise price of $1.00 per share (the "Class B Purchase Price"). Subject to the terms and conditions set forth herein, within thirty-one (31) days of the Closing Date, the Company shall issue and deliver to each purchaser Purchaser certificates in definitive form, registered in the name of such Purchaser or such Purchaser's nominee, evidencing the Shares and the Warrants so issued and sold to such Purchaser hereunder. The Purchaser further agrees that payment for the Units shall be made to the Company, in accordance with any instructions from the Company regarding such payment, in good funds on or before March 2, l998 1998 (the "Closing Date"). To exercise the Warrants, the Purchaser shall deliver to the Company a duly completed Notice of Exercise (in the form attached to the Class A Warrant or the Class B Warrant) and payment of the Class A Purchase Price or Class B Purchase Price, as applicable. This offering is not conditioned on any minimum number of Units being sold. On or before the Closing Date, the Company shall exchange its capital stock for the capital stock of Worldwide Online Corp. a Canadian Company company ("Worldwide Canada") and as a result, Worldwide Canada will become a wholly-owned subsidiary of the Company which will continue to operate as a Canadian company. 1.2 The Purchaser acknowledges that it (a) is acquiring the Units for its own account, for investment only; (b) either alone or together with its advisors, has significant 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. 1.3 The Purchaser represents that is has been furnished by the Company, during the course of this transaction, with all information regarding the Company and its principals which he or she 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 Units, along with any additional information which it had requested. 1.4 The purchaser Purchaser acknowledges that it is aware that this sale of Units 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 Securities Act of 1933, as amended (the "Act") and the provisions of Rule 504 of Regulation D thereunder, or otherwise exempt from registration under the Act and that, in the event that the Company becomes a reporting company under the Securities Exchange Act of 1934, the exemption from registration under Rule 504 shall no longer be available and the shares underlying the Class B Warrants would not be exempt from registration. 1.5 The Purchaser represents that it is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Act. 1.6 The Purchaser recognizes that an investment in the Company involves a high degree of risk, acknowledges that he or she may lose his or her 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: