ORBIT E COMMERCE INC
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex101-8k122804.txt
<DESCRIPTION>EX-10.1
<TEXT>

                   ASSET ACQUISITION AGREEMENT

     THIS ASSET ACQUISITION AGREEMENT (the "Agreement") made as of
the  28th  day  of December, 2004 by and among Orbit  E-Commerce,
Inc.,  a Nevada corporation (the "Buyer"), and PureNet.TV  Canada
Inc.,  an  Ontario corporation (the "Seller") (sometimes referred
to  hereinafter,  individually, as "Party" and, collectively,  as
"Parties").

                      W I T N E S S E T H:

     WHEREAS, the Buyer desires to purchase certain of the assets
of  Seller, and Seller desires to sell certain of its  assets  to
Buyer;

      NOW,  THEREFORE, in consideration of the mutual  covenants,
agreements, representations and warranties herein contained,  the
parties hereto agree as follows:

      1.    Purchase and Sale of Assets. Subject to the terms and
conditions  set  forth  in this Agreement,  at  the  Closing  (as
hereinafter    defined),   Seller,   in   reliance    upon    the
representations, warranties and covenants of Buyer herein,  shall
sell,  and Buyer in reliance upon the representations, warranties
and  covenants of Seller herein, shall purchase from Seller, free
and   clear   of  all  liens,  claims,  security  interests   and
encumbrances  whatsoever  (except as expressly  and  specifically
otherwise set forth herein), the assets of Seller as set forth in
Schedule  1  (the  "Assets"), subject  only  to  the  exceptions,
security interests, and encumbrances specified therein.

          1.1  Buyer shall not assume and will not be responsible
for any liabilities or obligations of Seller, whether arising out
of  or  in  connection  with the Assets, the  Seller's   business
operations or otherwise.

           1.2   Seller will be responsible for effectuating  the
transfer and assignment to Buyer, and for payment of any and  all
applicable  fees  and taxes in connection with  the  transfer  or
assignment  to  Buyer of the Assets and any and  all  patents  or
copyrights   associated  with  the  Assets.  The  Parties   shall
cooperate  in  good  faith  and exercise  their  reasonable  best
efforts to obtain all necessary consents from any governmental or
regulatory authorities or other third parties to the transfer and
assignment of the Assets and said patents and copyrights.

          1.3  The closing of the transaction contemplated hereby
(the  "Closing") shall take place at the offices of  Danzig  Kaye
Cooper  Fiore  & Kay, LLP, 30A Vreeland Road, Florham  Park,  New
Jersey  07932,  or such other place as shall be  mutually  agreed
upon on or about January 15, 2005, or on such other date as shall
be  mutually  agreed upon by the parties hereto (the actual  time
and date of closing being hereinafter referred to as the "Closing
Date").

     2.   Purchase Price.

           2.1  Amount of Purchase Price.  The Parties agree that
the purchase price for the Assets (the "Purchase Price") shall be
15,000,000  authorized but as yet unissued shares (the  "Shares")
of  common  stock, $.005 par value per share, of the  Buyer  (the
"Common  Stock") which shall be issued to the Seller at  Closing,
free  and  clear  of any liens, claims, encumbrances  or  charges
whatsoever.

          2.2  Allocation.  The Purchase Price shall be allocated
as the parties shall agree at Closing.  Seller and Buyer agree to
file, if applicable, all income tax returns or reports, for their
respective  taxable  years in which the  Closing  occurs  and  to
reflect  the  allocation of the Purchase Price  as  provided  for
herein  on  any such return or report and agree not to  take  any
position  inconsistent therewith before any  governmental  agency
charged  with the collection of any tax or income tax or  in  any
judicial proceeding.

     3.   Liabilities Not Assumed by the Buyer.  The Seller shall
be  responsible for all liabilities and obligations with  respect
to  the  Seller,  the Assets or the business  operations  of  the
Seller,  fixed,  absolute, contingent,  disputed  or  undisputed,
secured  or  unsecured, known or unknown,  now  in  existence  or
hereafter arising (collectively the "Liabilities"), and the Buyer
shall not assume, or in any way be liable or responsible for, and
the  Seller shall and do  indemnify, defend and hold harmless the
Buyer  against the Liabilities.  Without limiting the  generality
of  the foregoing, the Buyer shall not assume the following  with
respect  to  the  business of the Seller and the Assets  (all  of
which are deemed to be included within the "Liabilities"):

           3.1  any liability or obligation of the Seller arising
out  of or in connection with the negotiation and preparation  of
this  Agreement  and  the consummation and   performance  of  the
transactions   contemplated   hereby,   whether   or   not   such
transactions are consummated including, but not limited  to,  any
tax liability so arising;

           3.2   any  liability or obligation under contracts  or
other agreements, whether written or oral, to which the Seller is
a  party or by or to which it or its assets, properties or rights
are bound or subject including, without limitation, any licenses;

           3.3  any liability or obligation of the Seller, or any
consolidated  group  of which the Seller is  a  member,  for  any
foreign,  federal,  state,  county or  local  income,  franchise,
employee withholding, FICA, employment, payroll related,  excise,
sales, use, gross receipts, property or any other tax of any sort
relating to the Assets;

                     3.4   any  liability or  obligation  of  the
               Seller for money borrowed;

           3.5        any  liability or obligation  for  personal
injury,  property damage or otherwise because of  any  matter  or
thing   whatsoever  including,  but  not  limited   to,   alleged
negligence  or  breach of warranty or under any other  theory  of
product liability;

           3.6   any  liability or obligation to pay  damages  by
reason  of  any  breach of any obligations or any other  acts  or
omissions of the Seller;

           3.7        any  liability or obligation of the  Seller
relating to claims, lawsuits, arbitrations or other proceedings;

          3.8  any liability or obligation of the Seller relating
to  any  collective bargaining agreements, any  trust  agreements
(including but not limited to health and welfare trusts,  pension
trusts  and  legal  services  trusts)  or  any  employee  benefit
programs   (including  but  not  limited   to   wages,   vacation
entitlement,  severance, holiday pay entitlement, payroll  taxes,
unemployment  compensation contributions, insurance premiums  and
workers  compensation,  employee agreements,  pension  or  profit
sharing fund withdrawal liability).

      4.    Representations  and Warranties  of  Seller.   Seller
represents and warrants as follows:

           4.1  Corporate Existence and Qualifications of Seller.
Seller  is a corporation duly organized, validly existing and  in
good  standing under the laws of the Province of Ontario  and  is
authorized,  qualified and in good standing thereunder,  and  has
the  power, corporate and otherwise, to own or lease and  operate
its  properties  and  assets  and conduct  its  business  in  all
jurisdictions wherein such properties and assets are located  and
such  businesses conducted, or, to the extent that Seller is  not
so  authorized or qualified in any jurisdiction, the  failure  to
have  such  authorization or qualification does not or  will  not
have  a material effect on the assets, properties or business  of
Seller.

           4.2  Corporate Authority and Absence of Conflict.  The
execution and delivery of this Agreement and the consummation  of
the  transactions contemplated hereby by Seller  have  been  duly
authorized,  and no additional corporate action is  required  for
the  approval  of this Agreement.  This Agreement  is  valid  and
binding upon Seller, and enforceable in accordance with its terms
subject   to  bankruptcy,  insolvency  or  other  laws   altering
enforcement   of  creditors'  rights  generally   and   equitable
limitations  on  the  enforcement  of  specific  remedies.    The
execution and delivery of this Agreement and the consummation  of
the  transactions contemplated hereby will not conflict  with  or
result in a breach of any relevant laws, the terms, conditions or
provisions of the Certificate of Incorporation or the By-Laws  or
other  similar  instrument  affecting  Seller,  or  any  material
instrument, agreement or document to which Seller is a  party  or
by  which Seller or any of the Assets may be bound or subject to,
or  constitute  (with  or without the giving  of  notice  or  the
passage  of  time, or both) a default under any such  instrument,
agreement  or document or accelerate the maturity of or otherwise
modify any obligation of Seller.  There are no consents required,
no  rights  of  first  offer, rights of first  refusal  or  other
similar  obligations  relating to the  transactions  contemplated
hereby.

           4.3   Title to Assets Free and Clear.  Seller has good
and valid title to all of the Assets, in each case free and clear
of  all liabilities, obligations, liens and encumbrances.  Seller
has  the  full  power and right to sell, assign and  deliver  the
Assets in accordance with the terms of this Agreement.

           4.4   Litigation.   There is no action,  order,  writ,
injunction,  judgment or decree, or any claim, suit,  litigation,
labor  dispute,  arbitrational  action,  inquiry,  proceeding  or
investigation  by  or before any court or governmental  or  other
regulatory or administrative agency or commission pending or,  to
the  best knowledge of Seller, threatened or anticipated  against
or involving or relating to, against or affecting the business of
the  Seller,  the  Assets, or which questions or  challenges  the
validity of this Agreement or any action taken or to be taken  by
the  Seller pursuant to this Agreement or in connection with  the
transactions  contemplated hereby; nor is there  and  the  Seller
does  not know of any valid basis or received any notice for  any
such action, proceeding or investigation.

          4.5  No Other Commitments.  Seller has no commitment or
legal obligation, absolute or contingent, to any other person  or
firm  other than Buyer to sell, assign, transfer or effect a sale
of  the  Assets,  or  to enter into any agreement  or  cause  the
entering into of an agreement with respect thereto.

           4.6   Contracts.   Seller has previously  provided  to
Buyer  a  true,  correct  and complete  copy  of  all  contracts,
licenses,  agreements, arrangements and/or commitments for  which
Seller is bound pertaining to the Assets (the "Contracts").  Each
of  the Contracts is valid and enforceable in accordance with its
terms,  is in full force and effect, and neither Seller  nor,  to
Seller's  knowledge  after due inquiry, any  other  party  is  in
default  of  any  of its obligations under the Contracts  and  no
event  has  occurred which, with the giving of notice,  lapse  of
time  or both, could constitute such a default by Seller  or,  to
Seller's  knowledge after due inquiry, any other party under  the
Contracts;  Seller has not assigned any of its rights  under  the
Contracts; no representation or covenant has been made by  Seller
to  the other parties to the Contracts except as incorporated  in
the  written Contracts; all representations made by Seller in the
Contracts or any documents relating thereto were true and correct
when  made; no consents are required to be obtained or  given  by
Seller  under the terms of the Contracts in connection with  this
transaction; and  neither Seller's interest in the Contracts  are
subject to any liens, security interests or adverse claims.

           4.7   No  Other  Contracts. Except for  the  Contracts
referred  to  in  Section  4.6, there  are  no  other  contracts,
licenses, agreements, arrangements and/or commitments of any kind
which are material to the Assets or the operation thereof.

           4.8  Absence of Defaults.  Each party to the Contracts
is  performing  its  obligations  thereunder.   To  the  best  of
Seller's  knowledge, Seller is not in default under  any  of  the
Contracts and Seller has not received or sent any written  notice
under  any of the Contracts that any party is in default  of  the
terms of any of such Contracts.

          4.9  No Default or Violation.  Seller is not in default
in  any  material  respect under any agreement,  lease  or  other
document  to  which it is a party, or in violation  of  any  law,
rule,  order, writ, injunction or decree of any court or federal,
state,  municipal  or other governmental department,  commission,
board,  bureau, agency or instrumentality related to the business
of the Seller or the Assets.

          4.10 Tax Matters.  Seller has filed all federal, state,
local, foreign and other tax returns and reports required  to  be
filed in connection with the Assets or its business.  Seller  has
paid  or shall pay all taxes due in connection with the operation
of  the  Assets  and its business and  Seller has  collected  and
remitted  as  appropriate all applicable taxes arising  form  the
operation of the Assets and its business.

           4.11  Other Agreements. Seller is not a party  to  nor
bound  by  any agreement which impairs the value or the effective
usefulness of the Assets.

          4.12 Patents and Copyrights.  All patents or copyrights
included  in the Assets are validly issued and in good  standing.
The   Seller   is   in  compliance  with  all  applicable   laws,
regulations, and administrative orders applicable to  the  Seller
or  the  patents or copyrights, and Seller is not  aware  of  any
reason why the patents or copyrights would not be valid, might be
revoked,  or  might  not  be assigned to  Buyer  without  adverse
restrictions  or limitations. There is no pending  or  threatened
action  by  any  other  governmental agency  or  third  party  to
suspend,  revoke, terminate or challenge any of  the  patents  or
copyrights  included in the Assets or otherwise  investigate  the
Seller.

           4.13 Purchase for Investment.  The Seller is acquiring
the Shares for investment for the Seller's own account and not as
a  nominee  or  agent,  and not with a  view  to  the  resale  or
distribution of any part thereof, and the Seller has  no  present
intention of selling, granting any participation in, or otherwise
distributing  the  same.  The Seller further represents  that  he
does not have any contract, undertaking, agreement or arrangement
with  any person to sell, transfer or grant participation to such
person or to any third person, with respect to any of the Shares.

            4.14        Shares   Unregistered.       The   Seller
understands  that  the  Shares  are  not  registered  under   the
Securities Act of 1933, as amended (the "Act") on the ground that
the  sale and the issuance of securities hereunder is exempt from
registration under the Act pursuant to Section 4(2) thereof,  and
that  the  Company's reliance on such exemption is predicated  on
such Seller's representations set forth herein.  The Seller is an
"accredited investor" as that term is defined in Rule  501(a)  of
Regulation D under the Act.

           4.15  Investment Experience.  The Seller  acknowledges
that  it  can bear the economic risk of its investment,  and  has
such  knowledge and experience in financial and business  matters
that  it  is  capable of evaluating the merits and risks  of  the
investment in the Shares.

           4.16  Review of Information.  The Seller has carefully
reviewed  such  information  as the Seller  deemed  necessary  to
evaluate  an  investment in the Shares.  To the full satisfaction
of  the  Seller, it has been furnished all materials that it  has
requested  relating to the Buyer and the issuance of  the  Shares
hereunder,  and  the Seller has been afforded the opportunity  to
ask  questions  of  representatives of the Buyer  to  obtain  any
information   necessary   to   verify   the   accuracy   of   any
representations  or  information made or  given  to  the  Seller.
Notwithstanding the foregoing, nothing herein shall derogate from
or  otherwise  modify the representations and warranties  of  the
Company  set  forth in this Agreement, on which  the  Seller  has
relied.

           4.17  Restricted  Securities.  The Seller  understands
that  the  Shares  may  not  be sold, transferred,  or  otherwise
disposed  of  without registration under the Act or an  exemption
there  from, and that in the absence of an effective registration
statement  covering  the Shares or any available  exemption  from
registration under the Act, the Shares must be held indefinitely.
The  Seller is aware that the Shares may not be sold pursuant  to
Rule  144  promulgated under the Act unless all of the conditions
of  that Rule are met.  Among the conditions for use of Rule  144
may  be  the  availability of current information to  the  public
about the Buyer.

           4.18   No  Omissions.  None of the representations  or
warranties  of  Seller contained herein, none of the  information
contained  in the schedules referred to herein, and none  of  the
other  information  or  documents  furnished  to  Buyer  or   its
representatives  by Seller in connection with this  Agreement  is
false  or misleading in any material respect or omits to state  a
fact herein or therein necessary to make the statements herein or
therein  not  misleading in any material respect.   To  the  best
knowledge of Seller, there is no fact which adversely affects, or
in  the  future  is  likely  to adversely  affect,  the  Seller's
business or the Assets in any material respect which has not been
disclosed in writing to Buyer.

     5.   Representations and Warranties of the Buyer.  The Buyer
represents and warrants as follows:

           5.1   Corporate Existence and Qualifications of Buyer.
Buyer  is a corporation duly organized, validly existing  and  in
good  standing  under  the laws of the State  of  Nevada  and  is
authorized,  qualified and in good standing thereunder,  and  has
the  power, corporate and otherwise, to own or lease and  operate
its  properties  and  assets  and conduct  its  business  in  all
jurisdictions wherein such properties and assets are located  and
such businesses conducted, or, to the extent that Buyer is not so
authorized or qualified in any jurisdiction, the failure to  have
such  authorization or qualification does not or will not have  a
material effect on the assets, properties or business of Buyer.

           5.2  Corporate Authority and Absence of Conflict.  The
execution and delivery of this Agreement and the consummation  of
the  transactions  contemplated hereby by Buyer  have  been  duly
authorized,  and no additional corporate action is  required  for
the  approval  of this Agreement.  This Agreement  is  valid  and
binding upon Buyer, and enforceable in accordance with its  terms
subject   to  bankruptcy,  insolvency  or  other  laws   altering
enforcement   of  creditors'  rights  generally   and   equitable
limitations  on  the  enforcement  of  specific  remedies.    The
execution and delivery of this Agreement and the consummation  of
the  transactions contemplated hereby will not conflict  with  or
result in a breach of any relevant laws, the terms, conditions or
provisions of the Certificate of Incorporation or the By-Laws  or
other   similar  instrument  affecting  Buyer,  or  any  material
instrument, agreement or document to which Buyer is a party or by
which  Buyer may be bound or subject to, or constitute  (with  or
without  the giving of notice or the passage of time, or both)  a
default  under  any  such instrument, agreement  or  document  or
accelerate the maturity of or otherwise modify any obligation  of
Buyer.  There are no consents required, no rights of first offer,
rights of first refusal or other similar obligations relating  to
the transactions contemplated hereby.

           5.3   Capital Structure.  The authorized capital stock
of  Buyer  consists of (i) 98,000,000 shares of Common Stock  and
2,000,000  shares of Preferred Stock, $.005 par value  per  share
(the "Preferred Stock").  At Closing, there will be approximately
36,561,324  shares  of Common Stock issued and outstanding  after
giving effect to the Shares to be issued hereunder.  There are no
shares of Preferred Stock issued and outstanding.  As of the date
hereof,  no  authorized but unissued and no  treasury  shares  of
capital  stock  of the Buyer are subject to any option,  warrant,
right of conversion or purchase or any similar right, except  for
currently  outstanding  shares of exchangeable  shares  of  Orbit
Canada,  Inc. which are exchangeable on a one-for-one basis  into
shares of Common Stock of the Buyer.  The Shares to be issued  to
the  Seller hereunder have been duly authorized and, when  issued
and  delivered  as provided by this Agreement,  will  be  validly
issued and fully paid and non-assessable, and the Shares are  not
subject to any preemptive or similar rights.

           5.4    No  Omissions.  None of the representations  or
warranties  of  Buyer contained herein, none of  the  information
contained  in the schedules referred to herein, and none  of  the
other  information  or  documents  furnished  to  Seller  or  its
representatives  by Buyer in connection with  this  Agreement  is
false  or misleading in any material respect or omits to state  a
fact herein or therein necessary to make the statements herein or
therein not misleading in any material respect.

      6.    Documents to be Delivered by Seller at  Closing.   In
addition  to  the  other documents required elsewhere  hereunder,
Seller shall execute and deliver to Buyer in connection with  the
Closing,  in form and substance reasonably satisfactory to  Buyer
and Buyer's counsel, the following:

          6.1  a bill of sale conveying, transferring and selling
to Buyer all right, title and interest of Seller in and to all of
the Assets;

            6.2    endorsements  and  assignments  of  contracts,
licenses,  permits,  plans, sales orders, commitments  and  other
binding  agreements used or useful in connection with the  Assets
transferred to Buyer hereunder;

            6.3        all  originals,  or  if  the  original  is
unavailable, copies of (i) records and other documents pertaining
to  the Assets as may be in Seller's possession, together with an
assignment thereof in form acceptable to Buyer;

           6.4   all books and records relating to the Assets  as
are in Seller's possession;

            6.5    a  certificate  of  the  Secretary  of  Seller
certifying that annexed thereto is (i) a true and correct copy of
Seller's  certificate of incorporation and by-laws and that  they
have  not  been  modified or amended, and are in full  force  and
effect and (ii) a true and correct copy of the Seller's board  of
directors and shareholders resolution authorizing the transaction
contemplated  herein  and delivery of the documents  required  by
this Agreement;

          6.6  such other documents as may be reasonably required
to effectuate the transaction contemplated by this Agreement.

      7.    Documents  to be Delivered by Buyer at  Closing.   In
addition  to  the  other documents required elsewhere  hereunder,
Buyer shall execute and deliver to Seller in connection with  the
Closing, in form and substance reasonably satisfactory to  Seller
and Seller's counsel, the following:

           7.1   stock certificates of the Buyer representing  in
the  aggregate  15,000,000 shares of Common Stock  of  the  Buyer
which the Seller is entitled hereunder;

           7.2   a  certificate  of the Secretary  of  Buyer
certifying that annexed thereto is (i) a true and correct copy of
Buyer's  certificate of incorporation and by-laws and  that  they
have  not  been  modified or amended, and are in full  force  and
effect  and (ii) a true and correct copy of the Buyer's board  of
directors  resolution  authorizing the  transaction  contemplated
herein and delivery of the documents required by this Agreement;

          7.3  such other documents as may be reasonably required
to effectuate the transaction contemplated by the Agreement.

     8.    Conditions Precedent to the Buyer's Performance.   The
Buyer's   obligations  hereunder  shall   be   subject   to   the
satisfaction, at or before the Closing, of all the conditions set
forth in this Section 8.  The Buyer may waive any or all of these
conditions  in  whole or in part without prior notice;  provided,
however,  that no such waiver of a condition shall  constitute  a
waiver  by  the  Buyer of any other condition of or  any  of  the
Buyer's other rights or remedies, at law or in equity, if  Seller
shall be in default of any of its representations, warranties  or
covenants under this Agreement.

           8.1   Accuracy of Representation.  Except as otherwise
permitted  by this Agreement, all representations and  warranties
by  Seller  in  this Agreement, or in any written statement  that
shall  be  delivered to the Buyer by Seller under this  Agreement
shall  be  true  and accurate on and as of the Closing   Date  as
though made at that time.

            8.2    Performance.   Seller  shall  have  performed,
satisfied,  or  complied  with  all  covenants,  agreements   and
conditions required by this Agreement to be performed or complied
with by either of them, on or before the Closing Date.

           8.3   Absence  of  Litigation.   No  action,  suit  or
proceeding  before  any  court  or  any  governmental   body   or
authority,  pertaining to the transaction  contemplated  by  this
Agreement  or to its consummation, shall have been instituted  or
threatened  against any of the parties hereto on  or  before  the
Closing Date.

           8.4  Certificate.  Seller shall have delivered to  the
Buyer  a  certificate dated the Closing Date, and  signed  by  an
authorized  officer  of  Seller  certifying  that  each  of   the
conditions specified in Sections 8.1 through 8.3 hereof have been
fulfilled.

     9.    Conditions Precedent to the Seller's Performance.  The
Seller's   obligations  hereunder  shall  be   subject   to   the
satisfaction, at or before the Closing, of all the conditions set
forth  in  this Section 9.  The Seller may waive any  or  all  of
these  conditions  in  whole  or in part  without  prior  notice;
provided,  however,  that no such waiver  of  a  condition  shall
constitute  a waiver by the Seller of any other condition  of  or
any  of  the  Seller's other rights or remedies,  at  law  or  in
equity,   if  Buyer  shall  be  in  default  of  any   of   their
representations, warranties or covenants under this Agreement.

           9.1  Accuracy of Representations.  Except as otherwise
permitted  by this Agreement, all representations and  warranties
by  the Buyer in this Agreement or in any written statement  that
shall  be  delivered to Seller by the Buyer under this  Agreement
shall  be  true  and accurate on and as of the  Closing  Date  as
though made at that time.

           9.2   Performance.   The Buyer shall  have  performed,
satisfied  and  complied  with  all  covenants,  agreements   and
conditions required by this Agreement to be performed or complied
with by it, on or before the Closing Date.

           9.3   Absence  of  Litigation.   No  action,  suit  or
proceeding  before  any  court  or  any  governmental   body   or
authority,  pertaining to the transaction  contemplated  by  this
Agreement  or to its consummation, shall have been instituted  or
threatened  against any of the parties hereto on  or  before  the
Closing Date.

           9.4   Officer's  Certificate.  The  Buyer  shall  have
delivered  to Seller a certificate, dated the Closing  Date,  and
signed  by  an  authorized officer of the Buyer, certifying  that
each of the conditions specified in Sections 9.1 through 9.3 have
been fulfilled.

     10.  Other Covenants.

           10.1.     Further Assurances. After the Closing,  upon
the   reasonable   request  of  Buyer,  Seller   shall   execute,
acknowledge  and deliver, and cause to be executed,  acknowledged
and  delivered,  all  assurances, deeds, assignments,  transfers,
conveyances,  powers  of  attorney  and  other  instruments   and
documents   necessary  or  advisable  to  consummate  the   sale,
assignment, transfer and delivery to and vest in Buyer, or enable
Buyer  to protect its right, title and interest in and employment
of,  the  Assets  or  otherwise to  carry  out  the  transactions
contemplated by this Agreement.

           10.2  Bulk  Transfer  Law. The  Parties  hereby  waive
compliance with the provisions of any so-called bulk transfer law
of  any  jurisdiction,  the  application  of  which  the  parties
acknowledge is unlikely in connection with the sale of the Assets
to  Buyer. Seller shall indemnify and hold Buyer harmless against
any  liability, loss, cost or expense whatsoever (including legal
fees  and disbursements of Seller) which may be asserted by third
parties against Buyer as a result of noncompliance with any  such
bulk transfer law.

      11.  Brokers. Seller represents and warrants to Buyer,  and
Buyer represents and warrants to Seller, that neither it nor  any
party  acting on its behalf has incurred any liabilities,  either
express or implied, to any "broker" or "finder" or similar person
in  connection  with  this Agreement or any of  the  transactions
contemplated hereby.

      12.   Sales  and  Transfer  Taxes.  Seller  represents  and
warrants  that  there are no accrued and unpaid taxes,  including
without limitation any sales and use taxes, business and personal
property taxes and income taxes. Seller shall be responsible  for
the  payment  of, and agrees to indemnify Buyer from and  against
any  and  all such tax liabilities (including penalties, interest
and  reasonable counsel fees and expenses incurred in respect  of
such  liabilities), whether due or to become due, that may  arise
by   virtue  of  transactions  engaged  in  by  Seller   or   the
transactions  contemplated  by this Agreement  or  in  connection
herewith.

     13.  Indemnifications.

           13.1  Indemnification by Seller Regarding Liabilities.
Seller  agrees  to  save,  defend and  indemnify  Buyer  and  its
officers,  directors, employees and agents against and hold  them
harmless  from any and all losses, taxes, obligations,  expenses,
costs,   liabilities,  damages,  lawsuits,  deficiencies  claims,
demands  (whether  or  not arising out of  third  party  claims),
action  or  proceedings  relating  to  or  arising  out  of   the
Liabilities and including, without limitation, reasonable counsel
fees  and  expenses  in  connection with  any  action,  claim  or
proceeding relating to such liabilities; provided, however,  that
the  indemnified party shall promptly give the Seller  notice  of
any  such  claim, but the failure to give such notice  shall  not
relieve  the  Seller of its obligations hereunder except  to  the
extent that they have actually been damaged by such failure.

           13.2  Indemnification by Seller for Misrepresentations
or  Breach.  Seller agrees that if any of the representations  or
warranties  made  it  in  this Agreement or  any  certificate  or
instrument delivered in connection with this Agreement  shall  be
determined  not  to  have been true or correct  in  any  material
respect  when made, or either of them fails to perform or observe
any  covenant or agreement applicable to any of them  under  this
Agreement,  then  Seller shall be obligated to pay  to  Buyer  an
amount  equivalent to all actual damages suffered or incurred  by
Buyer   by   reason   of   any  such  breach   of   warranty   or
misrepresentation  or  such failure to perform  or  observe  such
covenant  or agreement, including without limitation,  reasonable
attorney fees and expenses.

           13.3 Indemnification by Buyer for Misrepresentation or
Breach.   Buyer  agrees  that if any of  the  representations  or
warranties  made  by it in this Agreement or any  certificate  or
instrument delivered in connection with this Agreement  shall  be
determined  not  to  have been true or correct  in  any  material
respect  when made or if there is any failure of Buyer to perform
or  observe any covenant or agreement under this Agreement,  then
Buyer shall be obligated to pay to Seller an amount equivalent to
all  actual damages suffered or incurred by Seller by  reason  of
any  such breach of warranty or misrepresentation or such failure
to  perform  or  observe  any covenant  or  agreement,  including
without limitation, reasonable attorneys fees and expenses.

     14.  Survival of Representations, Warranties, and Covenants.
All representations, warranties and covenants made by the Parties
in  this Agreement or other instruments delivered pursuant hereto
shall survive the Closing and any investigation made at any  time
with respect thereto.

     15.  Miscellaneous.

           15.1  Notice.  All communications, notices,  requests,
consents or demands given or required under this Agreement  shall
be  in  writing and shall be deemed to have been duly given  when
delivered to, or received by prepaid registered or certified mail
or  recognized overnight courier addressed to, or upon receipt of
a  facsimile sent to, the party for whom intended, as follows, or
to  such other address or facsimile number as may be furnished by
such party by notice in the manner provided herein:

          If to the Buyer:

          Orbit E-Commerce Inc.
          14845 Yonge Street
          Aurora, Ontario
          L4G 6H8
          Telecopier No.:  (905) 751-0269
          Telephone No.:  (905) 850-7134

          With a copy to:

          Danzig Kaye Cooper Fiore & Kay, LLP
          30A Vreeland Road, Suite 230
          Florham Park, New Jersey 07932
          Attn:  David M. Kaye, Esq.
          Telecopier No.:  (973) 443-0609
          Telephone No.:  (973) 443-0600

          If to the Seller:

          PureNet.TV Canada Inc.
          230 Edward Street
          Aurora, ON
          L4G 3S8
          Attn: Douglas C. Lloyd
          Telecopier No.:  (905) 751-0269
          Telephone No.:  (905) 850-7134

            15.2  Amendment.   This  Agreement  may  be  amended,
modified  or  supplemented  only  by  an  instrument  in  writing
executed by all parties hereto.

           15.3  Parties  in Interest.  This Agreement  shall  be
binding on and inure to the benefit of and be enforceable by  the
Parties, their respective heirs, executors, administrators, legal
representatives, successors and permitted assigns.

           15.4 Assignment.  Neither this Agreement nor any right
created hereby shall be assignable by any party hereto.

            15.5   Jurisdiction.   Any  legal  action,  suit   or
proceeding arising out of or relating to this Agreement,  or  the
transactions  contemplated hereby, shall  be  instituted  in  any
state  or  federal court in the State of Nevada, and all  parties
agree  not to assert by way of motion, as a defense or otherwise,
in  any such action, suit or proceeding, any claim that it is not
subject  personally to the jurisdiction of such court,  that  the
action,  suit or proceeding is brought in an inconvenient  forum,
the  venue of the action, suit or proceeding is improper to  that
the injured party is without a remedy under this Agreement or the
subject matter hereof.  All parties further irrevocably submit to
the  jurisdiction of any such court in any such action,  suit  or
proceeding,  shall be effective against any party  if  served  by
registered or certified mail, return receipt requested, or by any
other  means of mail or delivery which requires a signed receipt,
postage  prepaid,  mailed or delivered to such  party  as  herein
provided, or by hand delivery.  If for any reason such service of
process  is  ineffective, then all parties shall  be  subject  to
service  of process in accordance with applicable law or rule  of
court.   Nothing  herein contained shall be deemed  to  limit  or
restrict  the right of any party to serve process in  any  manner
permitted by law.

            15.6  Entire  Agreement.   This  Agreement  and   the
schedules    hereto   supersede   all   prior   agreements    and
understandings between the parties relating to the subject matter
hereof,  except  that  the obligations of  any  Party  under  any
agreement  executed  pursuant  to this  Agreement  shall  not  be
affected by this Section.

           15.7  Costs,  Expenses and Legal Fees.   Each  of  the
Parties  hereto shall bear its own costs and expenses  (including
attorneys' fees) except that each party hereto agrees to pay  the
costs   and  expenses,  including  reasonable  attorneys'   fees,
incurred  by the other Parties in successfully (i) enforcing  any
of  the terms of this Agreement against a Party alleged to be  in
breach,  or (ii) proving that the other parties breached  any  of
the terms of this Agreement in any material respect.

           15.8 Severability.  If any provision of this Agreement
is  held to be illegal, invalid or unenforceable under present or
future  laws  effective  during the term hereof,  such  provision
shall  be  fully severable and this Agreement shall be  construed
and  enforced  as  if  such  illegal,  invalid  or  unenforceable
provision  never  comprised  a part  hereof;  and  the  remaining
provisions hereof shall remain in full force and effect and shall
not   be  affected  by  the  illegal,  invalid  or  unenforceable
provision  or by its severance hereof.  Furthermore, in  lieu  of
such illegal, invalid or unenforceable provision, there shall  be
added  automatically as part of this Agreement,  a  provision  as
similar  in  its terms to such illegal, invalid or  unenforceable
provision  as  may  be  possible and still be  legal,  valid  and
enforceable.

           15.9 Governing Law.  This Agreement and the rights and
obligations  of  the parties hereto shall be governed,  construed
and  enforced in accordance with the laws of the State of Nevada.
The  parties  agree  that  any litigation  relating  directly  or
indirectly   to  this  Agreement  must  be  brought  before   and
determined  by a court of competent jurisdiction sitting  in  the
State of Nevada.

           15.10     Announcements.  The Parties will consult and
cooperate  with  each other as to the timing and content  of  any
announcements  of  the transactions contemplated  hereby  to  the
Buyer's  stockholders,  the  general  public,  or  to  employees,
customers or suppliers.

           15.11      Captions and Gender.  The captions in  this
Agreement  are  for convenience of reference only and  shall  not
limit  or otherwise affect any of the terms or provisions hereof.
Whenever  required  by  the context hereof,  the  singular  shall
include  the  plural and vice versa; the masculine  gender  shall
include  the feminine and neuter gender and vice versa; the  word
"person" shall include a natural person as well as a corporation,
partnership, firm of other form of association.

          15.12     Counterparts.  This Agreement may be executed
in  multiple  counterparts, each of  which  shall  be  deemed  an
original,  and  all of which shall constitute one  and  the  same
instrument.

           15.13      Waiver.  No waiver of any term or provision
hereof  shall  be  effective unless in  writing,  signed  by  the
parties to be charged.

           15.14      Choice of Counsel.  The parties acknowledge
that  Danzig  Kaye Cooper Fiore & Kay, LLP, the  draftsperson  of
this  Agreement,  has prepared this Agreement on  behalf  of  the
Buyer  and  is  not  representing the  Seller  in  an  individual
capacity  in the negotiation and consummation of the transactions
hereunder.  The  Seller agrees that it has  participated  in  the
preparation  of this Agreement and has read and fully understands
this  Agreement and has been advised and has had the  opportunity
to retain independent counsel of its own choosing and has done so
to the extent it has deemed necessary.

     IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.


                              ORBIT E-COMMERCE, INC.


                              By:  /s/ Douglas C. Lloyd
                              Name: Douglas C. Lloyd
                              Title:  President and CEO

                              PURENET.TV CANADA INC.


                              By:  /s/ Douglas C. Lloyd
                              Name: Douglas C. Lloyd
                              Title:  President and CEO



                           Schedule 1

       All   of  the  Seller's  assets,  properties  and  rights,
privileges,  powers  and franchises, real,  personal  and  mixed,
tangible  and  intangible, wherever located and  whether  or  not
reflected on the books and records of the Seller that is  in  any
respects  related to the business of the Seller,  including,  and
without limiting the generality of the foregoing:

     (i)  all of Seller's assets, properties, rights, privileges,
powers  and  franchises  in  connection  with  the  delivery   of
television  and  telephone  services over  an  Internet  Protocol
Virtual Private Network (IPVPN) via Digital Subscriber Line (DSL)
technology which is known as IPTV;

     (ii)      all of the Seller's lists of customers, suppliers,
names,  addresses,  businesses and files, and all  marketing  and
promotional materials of the Seller; and

      (iii)     all of the Seller's right, title and interest  in
and  claims  under (a) any contracts or other agreements  whether
written  or  oral  (including any and  all  amendments  thereto),
service  contracts, and warranties applicable to the Assets,  and
(b) trade names, trade name applications, brand names, brand name
applications, trademarks, trademark applications, service  marks,
service  mark  applications, copyrights, copyright  applications,
patents,    patent    applications,    inventions,    proprietary
information, techniques, operational methods, product development
techniques  or  plans, technical processes,  designs  and  design
projects,   "know-how",  trade  secrets,   databases,   software,
servers,   work  in  process,  concepts,  ideas  and  all   other
intangible property (collectively, Intangible Property), and  all
permits,  licenses or other rights running to or from the  Seller
relating to any Intangible Property.




</TEXT>
</DOCUMENT>
