INFOCAST CORP /NV
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>

STOCK PURCHASE AGREEMENT


            THIS STOCK  PURCHASE  AGREEMENT,  dated as of September 14, 2000, by
and between INFOCAST CORPORATION,  a Nevada corporation (the "Company"), and SUN
MICROSYSTEMS, INC. (the "Purchaser").

                                   WITNESSETH:

            WHEREAS,  the Company proposes to sell, and the Purchaser desires to
purchase, shares of Common Stock issued by the Company;

            NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
agreements set forth herein and for other good and valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

           1.1  Definitions.  As used in this Agreement,  and unless the context
requires a different meaning, the following terms have the meanings indicated:

            "Affiliate"  means,  with  respect to any Person,  any Person  that,
directly or  indirectly,  controls,  is controlled by or is under common control
with such Person.  For the purposes of this  definition,  "control"  (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with"),  as used with respect to any Person,  means the possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities,  by
contract or otherwise.

            "Agreement"  means  this  Agreement,  as the same may be  amended in
accordance with its terms.

            "Balance Sheet" means the unaudited condensed  consolidated  balance
sheet of the Company and its Subsidiaries as of June 30, 2000.

            "Business Day" means any day except a Saturday,  Sunday or other day
on which  commercial  banks in the City of New York,  Borough of Manhattan,  are
authorized, required or permitted by law to close.

            "Capital  Stock" of any Person means any and all shares,  interests,
participations  or other equivalents  (however  designated) of capital stock and
warrants, options and similar rights to acquire such capital stock.

            "CERCLA"   means   the   Comprehensive    Environmental    Response,
Compensation, and Liability Act of 1980, as amended.

            "Code" means the Internal Revenue Code of 1986, as amended.

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<PAGE>

            "Commission"  means the  Securities  and Exchange  Commission or any
successor thereto.

            "Common  Stock" means the common stock,  par value $0.001 per share,
of the Company.

            "Company Intellectual Property" means any Intellectual Property that
is owned by, or exclusively licensed to, the Company and its Subsidiaries.

            "Company  Products" means all software products or service offerings
of the Company or any of its Subsidiaries.

            "Company  Registered   Intellectual   Property"  means  all  of  the
Registered  Intellectual Property owned by, or filed in the name of, the Company
or any of its Subsidiaries.

            "Environmental  Laws"  means all laws and  regulations  relating  to
pollution  or  protection  of  the  environment,   including  laws  relating  to
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,  chemicals, or industrial, toxic or hazardous substances or wastes
into the environment including, without limitation,  ambient air, surface water,
ground water, land surface or subsurface  strata,  or otherwise  relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of  pollutants,  contaminants,  chemicals  or  industrial,
toxic or hazardous substances or wastes.

            "ERISA" means the Employee  Retirement  Income Security Act of 1974,
as amended.

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "Governmental Body" means any Federal,  state,  municipal,  local or
other  governmental  body,  department,  commission,  board,  bureau,  agency or
instrumentality, political subdivision or taxing authority, domestic or foreign.

            "Intellectual  Property"  means any or all of the  following and all
worldwide  common law and  statutory  rights in,  arising out of, or  associated
therewith:  (i) patents and applications  therefor and all reissues,  divisions,
renewals,  extensions,  provisionals,  continuations  and  continuations-in-part
thereof  ("Patents");  (ii) inventions  (whether  patentable or not),  invention
disclosures,  improvements,  trade secrets,  proprietary information,  know how,
technology, technical data and customer lists, and all documentation relating to
any  of  the  foregoing;   (iii)   copyrights,   copyrights   registrations  and
applications therefor, and all other rights corresponding thereto throughout the
world; (iv) domain names, uniform resource locators ("URLs") and other names and
locators  associated with the Internet ("Domain Names");  (v) industrial designs
and any registrations and applications therefor; (vi) trade names, logos, common
law trademarks and service marks,  trademark and service mark  registrations and
applications  therefor;  (vii) all databases and data collections and all rights
therein; (viii) all moral and economic rights of authors and inventors,  however
denominated,  and (ix) any similar or equivalent  rights to any of the foregoing
(as applicable).

            "Lien" means any mortgage,  pledge, security interest,  encumbrance,
lien or charge of any kind (including,  without limitation, any conditional sale
or other title retention  agreement or lease in the nature thereof,  any sale of
receivables  with recourse against the seller or any other person except account
debtors,  any filing or agreement to file a financing  statement as debtor under
the Uniform  Commercial  Code or any similar statute of any  jurisdiction  other
than to reflect  ownership by a third party of property leased to the Company or
its Subsidiaries  under a lease which is not in the nature of a conditional sale
or title  retention  agreement),  except for (i) liens for  taxes,  assessments,
governmental  charges  or  claims  which are being  contested  in good  faith by
appropriate  proceedings  promptly instituted and diligently  conducted and if a

                                       3

<PAGE>

reserve  or  other  appropriate  provision,  if any,  as shall  be  required  in
conformity with generally  accepted  accounting  principles  ("GAAP") shall have
been  made  therefor:   (ii)   statutory   liens  of  landlords  and  carriers',
warehousemen's, mechanics', suppliers', materialmen's, repairmen's or other like
liens arising in the ordinary course of business and with respect to amounts not
yet delinquent or being contested in good faith by appropriate proceedings, if a
reserve  or  other  appropriate  provision,  if any,  as shall  be  required  in
conformity  with GAAP shall have been made  therefor;  (iii)  liens  incurred or
deposits  made in the ordinary  course of business in  connection  with workers'
compensation,  unemployment  insurance and other types of social security;  (iv)
liens  incurred or deposits  made to secure the  performance  of lenders,  bids,
leases,  statutory obligations,  surety and appeal bonds,  government contracts,
performance  and  return-of-money  bonds and other  obligations of a like nature
incurred in the ordinary  course of business  (exclusive of obligations  for the
payment of borrowed money); and (v) easements,  rights-of-way,  restrictions and
other similar  charges or encumbrances  not interfering in any material  respect
with the  business  of the  Company or any of its  subsidiaries  incurred in the
ordinary course of business.

            "Material  Adverse  Effect" means a material  adverse  effect on the
condition (financial or otherwise),  properties, assets, liabilities,  business,
results of operations or prospects of the Company and its Subsidiaries  taken as
a whole.

            "Permit" means all permits, licenses, orders, approvals, franchises,
registrations and any other authorizations of any Governmental Body.

            "Person" means an individual or a corporation,  partnership,  trust,
incorporated or unincorporated association,  joint venture, joint stock company,
government  (or an agency or political  subdivision  thereof) or other entity of
any kind.

            "Plan" means (i) any  "employee  benefit plan" within the meaning of
Section 3(3) of ERISA, (ii) any profit sharing,  pension, deferred compensation,
bonus, stock option, stock purchase,  other stock-based,  severance,  parachute,
change in control,  retainer,  consulting,  health,  welfare or incentive  plan,
agreement or  arrangement,  whether  legally  binding or not,  (iii) any plan or
policy providing for "fringe  benefits" to employees,  including but not limited
to, vacation,  paid holidays,  personal leave,  employee  discount,  educational
benefit or similar programs, or (iv) any employment agreement.

            "Requirement  of Law"  means  any  statute,  law,  ordinance,  rule,
regulation, order, decree, judicial or administrative decision or directive.

            "Registered  Intellectual  Property" means all Intellectual Property
that is the subject of an  application,  certificate,  filing,  registration  or
other document issued, filed with, or recorded by any private, state, government
or other legal authority.

            "Registration   Rights  Agreement"  means  the  Registration  Rights
Agreement  among  the  Company  and  each  Purchaser,  of  even  date  herewith,
substantially in the form attached as Exhibit A hereto.

            "SEC Reports"  means all forms,  reports and documents  filed by the
Company with the Commission pursuant to the Securities Act and the Exchange Act.

            "Securities  Act" means the Securities Act of 1933, as amended,  and
the rules and regulations of the Commission promulgated thereunder.

            "Shares"  means shares of Common  Stock issued and sold  pursuant to
this Agreement.

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<PAGE>

            "Shelf  Registration"  has the meaning set forth in the Registration
Rights Agreement.

            "State" means each of the states of the United States,  the District
of Columbia and the Commonwealth of Puerto Rico.

            "Subsidiary"  means, with respect to any Person,  any corporation or
other  entity  of which a  majority  of the  capital  stock  or other  ownership
interests  having  ordinary  voting  power to elect a  majority  of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned by such Person.

            "Taxes" means all taxes of any kind, including,  without limitation,
those on, or  measured by or referred  to as income,  gross  receipts,  license,
payroll,   employment,   excise,   severance,   stamp,   occupation,    premium,
environmental,  customs duties, capital stock, franchise,  profits, withholding,
social security, unemployment,  disability, real property, personal property, ad
valorem,  import or export duties,  sales, use,  transfer,  registration,  value
added, alternative, estimated or any other tax of any kind whatsoever, including
any interest, penalty, fine or addition thereto, whether disputed or not, of any
Governmental Body.

            "Tax  Returns"  means any  report,  return,  estimate,  declaration,
information return or statement of any nature (including any amendments thereto)
filed or  required to be filed with a  Governmental  Body by the Company and its
Subsidiaries  with  respect to Taxes  including,  where  permitted  or required,
combined or  consolidated  returns for any group of entities  that  includes the
Company and its Subsidiaries.

            "Transaction Documents" means, collectively,  this Agreement and the
Registration Rights Agreement, and any other instrument,  certificate, agreement
or other  document  executed or delivered in connection  with any such document.
1.2 Accounting Terms. All accounting terms used herein and not expressly defined
in this Agreement shall have the respective meanings given to them in accordance
with generally accepted accounting principles applied on a consistent basis.

           1.2 Accounting Terms. All accounting terms used herein shall have the
respective  meanings  given  to  them  in  accordance  with  generally  accepted
accounting principles applied on a consistent basis.

                                   ARTICLE II

                        AUTHORIZATION AND SALE OF SHARES

           2.1 Authorization of Shares.  The Company has authorized the issuance
and sale of up to 1,111,110 Shares.

           2.2 Purchase and Sale of Shares. In reliance upon the representations
and warranties of the Company  contained  herein and subject to the satisfaction
of the terms and conditions set forth herein,  the Purchaser  hereby agrees that
it will  purchase a number of Shares at such price as set forth in Sections  2.3
and 2.4 and,  subject to the terms and conditions set forth herein,  the Company
hereby agrees to sell such Shares to the Purchaser.

           2.3 Purchase Price. At any Closing, the purchase price per Share (the
"Purchase Price") shall be equal to 85% of the lesser of (i) the average closing
price of the Common  Stock for the 10 trading days prior to such Closing Date as
reported on the OTC Bulletin Board or (ii) the closing price of the Common Stock
on the trading day immediately preceding the Closing Date as reported on the OTC
Bulletin Board.

           2.4 The Closing.


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<PAGE>

           (a) The  purchase  and  sale of the  Shares  will  take  place at two
closings (each a "Closing") at the offices of Wilson Sonsini  Goodrich & Rosati,
650 Page Mill Road, Palo Alto,  California  94304. The date of the first Closing
(the "First  Closing") is referred to herein as the "First Closing Date" and the
date of the second  Closing (the "Second  Closing") is referred to herein as the
"Second  Closing  Date" (each of the First Closing and the Second  Closing,  the
"Closing Date").

           (b) At the First Closing, the Purchaser shall purchase that number of
Shares equal to the quotient  obtained by dividing  (i)  $1,000,000  by (ii) the
Purchase Price.

           (c) At the Second  Closing,  the Purchaser shall purchase that number
of Shares equal to the quotient  obtained by dividing (i) $1,000,000 by (ii) the
Purchase  Price;  provided,  however,  that the Purchaser  shall be obligated to
purchase  Shares at a Second  Closing only if, on the first  anniversary  of the
First Closing Date:

               (i) the Company has met or exceeded  the  projections  for "Total
revenues"  and "Net income  before taxes" set forth on Exhibit A for each fiscal
quarter since the First Closing Date;

               (ii) the per share  price of the Common  Stock  equals or exceeds
1.5 times the closing  price of the Common  Stock on the First  Closing Date (as
adjusted for stock splits,  stock dividends,  recapitalizations  or the like) as
reported on the OTC Bulletin Board; and

               (iii) since the First  Closing  Date,  the  Company has  received
Purchaser  invoices of at least $5,000,000 (net of any returns)  relating to the
purchase of the Purchaser's products,  services and technologies,  including the
Purchaser's servers, storage hardware and software and iPlanet products.

           (d) At the  Closing,  the  Company  shall  deliver to the  Purchaser,
against payment of the Purchase Price therefor,  a certificate  representing the
number of Shares purchased by the Purchaser from the Company.


                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company represents and warrants to the Purchaser that:

           3.1  Organization,  Standing,  etc.  Each  of  the  Company  and  its
Subsidiaries (a) is a corporation  duly organized,  validly existing and in good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and has all
requisite  corporate  power and  authority to own its assets and to carry on its
business  as  presently  conducted  and  (b)  is  duly  qualified  as a  foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the  nature  of the  properties  owned or  leased  by it,  or the  nature of its
activities makes such  qualification and good standing  necessary,  except where
the  failure  to be so  qualified  or to be in good  standing  would  not have a
material  adverse effect on the condition  (financial or  otherwise),  business,
prospects or properties of the Company.  The Company has all requisite power and
authority  (x) to  execute,  deliver  and  perform  its  obligations  under this
Agreement and each of the other Transaction  Documents,  (y) to issue the Shares
in the manner and for the  purpose  contemplated  by this  Agreement  and (z) to
execute,  deliver and perform its  obligations  under all other  agreements  and
instruments  executed and delivered by it pursuant to or in connection with this
Agreement or any of the other Transaction Documents.

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<PAGE>

           3.2  Authorization  and  Execution.   The  execution,   delivery  and
performance of this Agreement and each of the other Transaction Documents by the
Company and the  consummation  by the Company of the  transactions  contemplated
hereby  and  thereby  have been duly and  validly  authorized  by all  necessary
corporate  action  on  the  part  of  the  Company.  Each  Transaction  Document
constitutes  a legal,  valid and binding  agreement  of the Company  enforceable
against the Company in accordance with its terms (except as  enforceability  may
be limited by (a) bankruptcy, insolvency,  reorganization,  moratorium and other
similar laws  relating to or affecting  the rights of creditors  generally,  (b)
equitable principles (whether considered in an action at law or in equity) which
provide,  among other  things,  that the  remedies of specific  performance  and
injunctive and other forms of equitable relief are subject to equitable defenses
and to the discretion of the court before which any proceedings  therefor may be
brought,  and (c) limitations  imposed upon the specific  enforceability  of the
indemnification  provisions in the  Registration  Rights Agreement under certain
circumstances  under  state  or  federal  law  or  court  decisions   concerning
indemnification  of a party against  liability for its own wrongful or negligent
acts or where such indemnification is contrary to public policy).

           3.3  Governmental  Authorizations.  Except for any  required  filings
pursuant to federal and  applicable  state  securities  laws,  the execution and
delivery by the Company of this  Agreement and each other  Transaction  Document
and the  issuance  of and sale of the  Shares by the  Company,  do not,  and the
consummation  of the  transactions  contemplated  hereby and  thereby  will not,
require  any  approval,  consent,  waiver  or  authorization  of,  or  filing or
registration  with, any Governmental Body or third Person.  The Company has made
or will make all filings  required by federal and  applicable  state  securities
laws in connection with the offering of the Shares.

           3.4 Non-Contravention.  The Company is not in violation or default of
any provision of its Articles of Incorporation or Bylaws,  nor is any Subsidiary
in violation or default of any provision of comparable organizational documents.
Neither the  Company nor any of its  Subsidiaries  is in material  violation  or
material default under any provision, instrument, judgment, order, writ, decree,
contract or  agreement  to which it is a party or by which it is bound or of any
Requirement  of Law  applicable  to the  Company  or  its  Subsidiaries.  To the
Company's  knowledge,  neither  the  Company  nor  any of its  Subsidiaries  has
received any notification of any asserted past or present failure by the Company
or any Subsidiary to comply with any Requirement of Law. The execution, delivery
and performance of this Agreement and each of the other  Transaction  Documents,
the consummation of the transactions contemplated hereby and thereby (including,
without  limitation,  the use of the proceeds  from the sale of the Shares) will
not  contravene  or  result  in any such  violation  or be in  conflict  with or
constitute a default under (or an event which,  with notice or lapse of time, or
both would  conflict with or  constitute or result in a default  under) any such
provision,  instrument,  judgment, order, writ, decree, contract or agreement or
require any consent, waiver or approval thereunder,  or constitute an event that
results in the creation of any Lien upon any assets of the Company or any of its
Subsidiaries.

           3.5 Capitalization.

               (a) The  authorized  Capital  Stock of the  Company  consists  of
200,000,000  shares,  consisting of 100,000,000 shares of Common Stock, of which
29,102,174  shares  are  issued  and  outstanding,  and  100,000,000  shares  of
Preferred Stock, none of which are issued and outstanding. Except for options to
purchase 6,141,602 shares of Common Stock, warrants to purchase 6,458,667 shares
of Common Stock,  convertible  debentures to purchase 1,160,000 shares of Common
Stock and shares of  Infocast  Canada  Corporation  exchangeable  for  3,053,162
shares of Common  Stock,  there are no  outstanding  securities  of the  Company
convertible into or evidencing the right to purchase or subscribe for any shares
of capital stock of the Company, there are no outstanding or authorized options,
warrants, calls,  subscriptions,  subscription rights,  commitments or any other
agreements  of any character  obligating  the Company to issue any shares of its
Capital Stock or any  securities  convertible  into or  evidencing  the right to
purchase or subscribe for any

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<PAGE>

shares of such stock, and there are no agreements or understandings with respect
to the voting,  sale, transfer or registration of any shares of Capital Stock of
the  Company,  other than the  Registration  Rights  Agreement.  No  outstanding
options, warrants or other securities exercisable for or convertible into shares
of Capital Stock of the Company require  anti-dilution  adjustments by reason of
the consummation of the transactions contemplated hereby.

               (b) The issued  and  outstanding  shares of Capital  Stock of the
Company are duly authorized,  validly issued, fully paid and nonassessable.  The
Shares to be issued  pursuant to this  Agreement  will be,  upon  receipt by the
Company  of the  consideration  therefor,  (i)  validly  issued,  fully paid and
nonassessable,  (ii) free and clear of all Liens,  other than any created by the
holder thereof,  and (iii) assuming that the  representations  and warranties of
the  Purchasers in Article IV hereof are true and correct,  issued in compliance
with all applicable federal and state securities laws, as presently in effect.

               (c) The Company's  Subsidiaries are Infocast Canada  Corporation,
Homebase  Work  Solutions  Ltd.  and  Cheltenham  Technologies  (Bermuda).   The
outstanding shares of Capital Stock of each Subsidiary are validly issued, fully
paid and  nonassessable  and all such shares  represented  as being owned by the
Company  are owned by it free and clear of all Liens.  There are no  outstanding
securities  of any  Subsidiary  convertible  into or  evidencing  the  right  to
purchase or subscribe for any shares of Capital Stock of any  Subsidiary,  there
are no  outstanding  or  authorized  options,  warrants,  calls,  subscriptions,
subscription  rights,  commitments  or any  other  agreements  of any  character
obligating  any  Subsidiary  to issue  any  shares of its  Capital  Stock or any
securities convertible into or evidencing the right to purchase or subscribe for
any shares of such stock,  and there are no  agreements or  understandings  with
respect to the voting,  sale,  transfer or registration of any shares of Capital
Stock of any Subsidiary.  Other than the Subsidiaries,  the Company does not own
or hold, directly or indirectly, any Capital Stock or equity security of, or any
equity interest in, any corporation, partnership or other business entity.

           3.6  Litigation.  Except as set forth in the  Company's  SEC Reports,
there is no material action,  suit,  proceeding or investigation  pending or, to
the  knowledge  of the  Company,  threatened  against  the Company or any of its
Subsidiaries,  nor is there  any  basis  for the  foregoing.  No  action,  suit,
proceeding or investigation  questions the validity of the Transaction Documents
or  the  right  of  the  Company  to  enter  into  them,  or to  consummate  the
transactions  contemplated  hereby or thereby,  or could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect. Neither the
Company nor any of its  Subsidiaries  is a party or subject to the provisions of
any  material  order,  writ,  injunction,  judgment  or  decree  of any court or
governmental  agency or  instrumentality.  There is no  material  action,  suit,
proceeding or investigation by the Company or any of its Subsidiaries  currently
pending or that the Company or any of its Subsidiaries intends to initiate.

           3.7 Investment  Company.  The Company is not and, after giving effect
to the sale and issuance of the Shares pursuant to this Agreement,  will not be,
an "investment  company" or a company  "controlled"  by an "investment  company"
within the meaning of the Investment Company Act of 1940, as amended.

           3.8 SEC Reports; Financial Statements.

                (a) Since  December  12,  1999,  the  Company  has filed all SEC
Reports  required to be filed by it pursuant to the federal  securities laws and
the  rules and  regulations  thereunder,  all of which  have  complied  with all
applicable  requirements of the Securities Act and the Exchange Act. None of the
SEC Reports filed since  December 12, 1999,  including in each such case without
limitation the Financial Statements  (hereinafter defined) or schedules included
therein, at the time filed, or if subsequently  amended, at the time so amended,
contained any untrue statement of a material fact

                                       8

<PAGE>

or omitted to state a material fact  required to be stated  therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

                (b) The consolidated balance sheets and the related consolidated
statements of operations, shareholders' equity and changes in financial position
(including  the related  notes  thereto)  of the  Company  and its  Subsidiaries
included in the SEC Reports (the  "Financial  Statements"),  present  fairly the
consolidated  financial position of the Company and its Subsidiaries as of their
respective dates, and for the periods presented therein,  all in conformity with
generally  accepted   accounting   principles  applied  on  a  consistent  basis
throughout the periods involved  (subject,  in the case of the unaudited interim
financial statements,  to normal year-end  adjustments).  Except as set forth in
the  Balance  Sheet,  the  Company  and its  Subsidiaries  have no  liabilities,
contingent  or  otherwise,  that would be required to be  reflected in financial
statements prepared in accordance with generally accepted accounting principles,
other than liabilities incurred in the ordinary course of business subsequent to
June 30, 2000.  The Company  maintains  and will continue to maintain a standard
system of accounting  established and  administered in accordance with generally
accepted accounting principles.  The books and records of the Company accurately
reflect in all material respects the transactions to which the Company or any of
its  Subsidiaries is a party or by which any of their  properties are subject or
bound, and such books and records have been properly maintained.

           3.9 No Material Adverse Changes, etc. Except as set forth on Schedule
3.9,  subsequent  to the date of the Balance  Sheet,  there has not been (a) any
material adverse change in the business,  property or assets,  or the results of
operations,  condition (financial or otherwise), earnings, or business prospects
of the  Company  and its  Subsidiaries  taken  as a whole,  (b) any  transaction
(including  any  acquisition  of, or agreement to acquire,  any of the assets or
stock  of any  other  business)  which  is  material  to  the  Company  and  its
Subsidiaries  taken  as a  whole,  (c) any  obligation,  direct  or  contingent,
incurred  by the  Company or any of its  Subsidiaries  which is  material to the
Company  and its  Subsidiaries  taken as a whole,  (d) any change in the Capital
Stock or outstanding indebtedness of the Company or any of its Subsidiaries,  or
(e) any  dividend  or  distribution  of any kind  declared,  paid or made on the
Capital  Stock  of  the  Company  or  its  Subsidiaries.  The  Company  and  its
Subsidiaries have no material contingent  obligations which are not disclosed in
the SEC Reports.

           3.10 Title to Properties;  Encumbrances; Leases. The Company and each
of its  Subsidiaries  has  good  and  marketable  title  to all of its  material
tangible  assets  and  properties,  free and  clear of any  Liens.  There are no
existing agreements, options, commitments or rights with, of or to any Person to
acquire  any  of  the  assets  or  properties  of  the  Company  or  any  of its
Subsidiaries or any interest  therein except for those entered into the ordinary
course of  business.  The  Company  and its  Subsidiaries  occupy  their  leased
properties under valid and binding leases conforming in all material respects to
the description thereof set forth in the SEC reports.

           3.11 Tax Matters.

                (a) The Company and its Subsidiaries have filed all material Tax
Returns  required  to be filed by  applicable  laws in respect of all periods up
through and  including  the  Closing.  All Tax Returns  were true,  complete and
correct in all  material  respects and filed on a timely  basis  (including  any
extensions  of time within which to file any Tax Return to which the Company and
its Subsidiaries are entitled).  The Company and its Subsidiaries  have paid all
Taxes that are due, or claimed or asserted  by any taxing  authority  to be due,
from the Company and its Subsidiaries for the periods covered by the Tax Returns
or otherwise due and payable up through and  including  the Closing,  except for
any  taxes  which are  being  protested  in good  faith by the  Company  and its
Subsidiaries  in accordance  with the  procedures  specified by the  appropriate
taxing authority.

                                       9

<PAGE>

                (b) The Company and its  Subsidiaries  have  established  on the
Company's books and records  reserves  adequate to pay all Taxes not yet due and
payable  (which  include  Taxes in respect  of  periods  ending on or before the
Closing which have not been paid).

                (c) There are no Liens  outstanding  against  any of the assets,
properties  or  business  of the  Company  and its  Subsidiaries  that  arose in
connection with the failure or alleged failure to pay any Taxes.

           3.12 Permits and Other Operating  Rights.  The Company  possesses all
material  licenses,  clearances,  authorizations  and Permits from  Governmental
Bodies or other third  Persons  necessary or required to conduct its business as
now being conducted. Each such license,  clearance,  authorization and Permit is
currently  valid and effective in accordance with its terms and there is not any
existing default or threatened termination, revocation or limitation of any such
license,  clearance,  authorization or Permit by the Governmental  Body or other
third Person issuing or authorizing the same.

           3.13 Labor  Difficulties.  The Company and its  Subsidiaries  are and
have been in material compliance with all applicable laws respecting  employment
and  employment  practices,  terms and  conditions of  employment  and wages and
hours,  including,  without  limitation,  any such  laws  respecting  employment
discrimination and occupational safety and health requirements,  and the Company
and its  Subsidiaries  have not been  charged  with any  violation  nor,  to the
Company's  knowledge,  are under  investigation  with  respect  to any claims of
unfair labor  practices or of violations of the  Requirements of Law relating to
occupational health, safety and terms and conditions of employment. There is not
pending,  or to the  knowledge of the Company,  threatened,  any labor  dispute,
strike or work  stoppage or slow down  involving  the current  employees  of the
Company.  No  actions,   claims,   proceedings  or  investigations  relating  to
employment have been brought,  are pending or, to the Company's  knowledge,  are
threatened,  by or before any Governmental Body including,  without  limitation,
the  National  Labor  Relations  Board  or  the  Equal  Employment   Opportunity
Commission.  The Company believes that its relationships  with its employees are
good.  Neither the Company nor any of the  Subsidiaries is, nor have any of them
been, a party to, nor are any of them engaged in discussions contemplating,  any
collective bargaining agreement.

           3.14 Environmental Matters. The Company and its Subsidiaries have not
been,  and are  not,  in  material  violation  of any  federal,  state  or local
Environmental  Laws applicable to it or its business,  assets or properties,  or
any material limitations,  restrictions,  conditions,  standards, obligations or
timetables  contained in any Environmental Law or any Requirement of Law issued,
entered,  promulgated or approved thereunder.  No notice or action alleging such
violation is pending or, to the Company's knowledge,  threatened, and no past or
present  condition or practice of the businesses  conducted by the Company would
prevent continued  compliance with applicable Permits or give rise to any common
law or statutory  liability or otherwise form the basis of any claim,  action or
proceeding with respect to the Company or any of its Subsidiaries  involving any
pollutant or hazardous,  toxic or dangerous  material or waste. To the Company's
knowledge, the Company and its Subsidiaries have no material liability,  present
or past,  under  CERCLA  including,  without  limitation,  as the  result of its
ownership  or  operation  of  any  "facility"  as  defined  in  CERCLA,  or  its
arrangement for disposal, treatment or transport of "hazardous substances," also
as defined in CERCLA or petroleum products or by-products.

           3.15 Insurance.  The Company and its Subsidiaries  maintain insurance
of the types and in  amounts  generally  deemed  adequate  for their  respective
businesses  and  consistent  with  insurance  coverage   maintained  by  similar
companies  in similar  businesses,  all of which  insurance is in full force and
effect.

           3.16  Transactions  with  Affiliates.  Except  as  disclosed  in  the
Company's SEC Reports,  there is (a) no outstanding  note payable to, or account
receivable  from, or advance by the Company to, and the Company is not otherwise
a creditor of, or with respect to, any Affiliate or beneficial  owner of five or
more

                                       10

<PAGE>

percent  of the  Company's  outstanding  capital  stock of the  Company,  (b) no
outstanding note payable from, or account payable from or advance to the Company
from,  and the Company is not otherwise a debtor of, any Affiliate or beneficial
owner of five or more percent of the Company's  outstanding  capital stock,  and
(c) no contract,  agreement,  obligation or arrangement  between the Company and
any  Affiliate  or  beneficial  owner of five or more  percent of the  Company's
outstanding  capital stock.  No Affiliate or shareholder of the Company owns any
material  asset,  tangible or  intangible,  which is used in the business of the
Company.  Neither  the  Company  nor any  Affiliate  has any direct or  indirect
interest in any competitor, supplier or customer of the Company or in any Person
with whom the Company is doing business.

           3.17  Finders or Brokers.  No broker,  investment  banker,  financial
advisor,  finder,  intermediary  or other  Person is entitled  to any  broker's,
finder's,  financial  advisor's or other similar fee or commission in connection
with the  transactions  contemplated  by this  Agreement  or by any of the other
Transaction Documents.

           3.18 Solicitation.  Assuming the accuracy of the  representations and
warranties  of the  Purchaser  as  contained  herein,  (a) no  form  of  general
solicitation or general  advertising within the meaning of Rule 502(i) under the
Securities  Act was used by the Company or any other Person  acting on behalf of
the Company in connection with the offer and sale of the Shares, (b) neither the
Company  nor any of its  Subsidiaries  has taken or will take,  and  neither the
Company nor any of its  Subsidiaries has authorized or will authorize any Person
to take,  any action which would require  registration  of the offer and sale of
the Shares to the Purchaser pursuant to this Agreement under the Securities Act,
and (e) it is not necessary in connection  with the offer and sale of the Shares
to register the Shares under the Securities Act.

           3.19  Registration  Rights.  Except as set forth in the  Registration
Rights Agreement and on Schedule 3.19 hereto, no Person has the right to include
any securities in any Shelf  Registration  described in the Registration  Rights
Agreement. Upon issuance of the Shares, the Purchaser will have the registration
rights set forth in the Registration Rights Agreement.

           3.20  Disclosure.  Neither this  Agreement nor any other  Transaction
Document,  or any  schedule or Exhibit  hereto or thereto,  contains  any untrue
statement of a material  fact or omits to state a material  fact  required to be
contained therein or necessary in order to make the statements  therein,  in the
light of the circumstances under which they were made, not misleading. There are
no facts known to the Company that could reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect.

           3.21  ERISA.  Each  Plan  which the  Company  or any  Subsidiary  has
established  or maintained or to which the Company or any Subsidiary is required
to  contribute is in  compliance  in all material  respects with all  applicable
provisions  of ERISA and the Code,  and the  rules and  regulations  thereunder.
There have been no  "prohibited  transactions"  under ERISA with  respect to the
Plans  which  would  result in any  material  liability  to the  Company  or any
Subsidiary  under ERISA or the Code.  Neither the Company nor any Subsidiary has
incurred any material  "accumulated  funding  deficiency"  within the meaning of
ERISA or  incurred  any  material  liability  to the  Pension  Benefit  Guaranty
Corporation  (the "PBGC") in  connection  with a Plan (or other class of benefit
which the PBGC has elected to insure)  established  or maintained by the Company
or any Subsidiary.

           3.22 Stabilization. Neither the Company nor any Subsidiary has taken,
and each of the  Company and the  Subsidiaries  will use their  respective  best
efforts to cause each of their respective officers, directors and Affiliates not
to take, directly or indirectly, any action designed to or which has constituted
or which would  reasonably be expected to cause or result in,  stabilization  or
manipulation  under the  Exchange  Act of the price of any Capital  Stock of the
Company.

                                       11

<PAGE>

           3.23 Intellectual Property.

                (a) No  Company  Intellectual  Property  or  Company  Product is
subject to any  proceeding or outstanding  decree,  order,  judgment,  contract,
license,  agreement, or stipulation restricting in any manner the use, transfer,
or  licensing  thereof by the Company or any of its  subsidiaries,  or which may
affect the validity, use or enforceability of such Company Intellectual Property
or Company Product.

                (b)  Each  material  item  of  Company  Registered  Intellectual
Property is valid and subsisting,  all necessary  registration,  maintenance and
renewal  fees  currently  due  in  connection   with  such  Company   Registered
Intellectual  Property have been made and all necessary documents,  recordations
and  certificates  in  connection  with  such  Company  Registered  Intellectual
Property have been filed with the relevant patent, copyright, trademark or other
authorities in the United States or foreign  jurisdictions,  as the case may be,
for the purposes of maintaining such Company Registered Intellectual Property.

                (c) The Company owns and has good and  exclusive  title to, each
material item of Company Intellectual Property owned by it free and clear of any
lien or encumbrance  (excluding  non-exclusive licenses and related restrictions
granted in the ordinary course). Without limiting the foregoing: (i) the Company
is the exclusive owner of all material  trademarks and material trade names used
in  connection  with the operation or conduct of the business of the Company and
its subsidiaries,  including the sale,  distribution or provision of any Company
Products by the Company or its subsidiaries;  (ii) the Company owns exclusively,
and has good title to, all copyrighted  works that are Company Products or which
the Company or any of its subsidiaries  otherwise  purports to own; and (iii) to
the extent that any Patents would be infringed by any Company Products,  Company
is the exclusive owner of such Patents.

                (d) To the extent  that any  material  technology,  software  or
Intellectual  Property has been developed or created independently or jointly by
a third party for the Company or any of its subsidiaries or is incorporated into
any of the Company Products, the Company has a written agreement with such third
party with  respect  thereto and the  Company  thereby  either (i) has  obtained
ownership of, and is the  exclusive  owner of, or (ii) has obtained a perpetual,
non-terminable  license (sufficient for the conduct of its business as currently
conducted   and  as  proposed  to  be  conducted)  to  all  such  third  party's
Intellectual Property in such work, material or invention by operation of law or
by valid assignment, to the fullest extent it is legally possible to do so.

                (e)  Neither  the  Company  nor  any  of  its  Subsidiaries  has
transferred  ownership of, or granted any exclusive license with respect to, any
Intellectual  Property that is material Company  Intellectual  Property,  to any
third party,  or  knowingly  permitted  the  Company's  rights in such  material
Company Intellectual Property to lapse or enter the public domain.

                (f) All material contracts,  licenses and agreements relating to
either (i)  Company  Intellectual  Property or (ii)  Intellectual  Property of a
third  party  licensed to the  Company or any of its  Subsidiaries,  are in full
force and effect.  The  consummation  of the  transactions  contemplated by this
Agreement  will  neither  violate  nor  result  in  the  breach,   modification,
cancellation,   termination  or  suspension  of  such  contracts,  licenses  and
agreements.  Each of the Company and its Subsidiaries is in material  compliance
with, and has not materially  breached any term of any such contracts,  licenses
and agreements  and, to the knowledge of the Company,  all other parties to such
contracts,  licenses  and  agreements  are in  compliance  with,  and  have  not
materially breached any term of, such contracts, licenses and agreements.

                (g)  The  operation  of the  business  of the  Company  and  its
Subsidiaries  as  such  business  currently  is  conducted,  including  (i)  the
Company's and its Subsidiaries' design, development, manufacture,  distribution,
reproduction,  marketing  or sale of the products or services of the Company and
its Subsidiaries

                                       12

<PAGE>

(including Company Products ) and (ii) the Company's use of any product,  device
or  process,  has not,  does not and,  to its  knowledge,  will not  infringe or
misappropriate the Intellectual Property of any third party or constitute unfair
competition or trade practices under the laws of any jurisdiction.

                (h) Neither the Company nor any of its Subsidiaries has received
notice from any third party that the operation of the business of the Company or
any of its  Subsidiaries or any act, product or service of the Company or any of
its Subsidiaries,  infringes or misappropriates the Intellectual Property of any
third party or constitutes  unfair competition or trade practices under the laws
of any jurisdiction.

                (i) To  the  knowledge  of  the  Company,  no  person  has or is
infringing or misappropriating any Company Intellectual Property.

                (j)  The  Company  and  each  of  its   Subsidiaries  has  taken
reasonable  steps to protect its and its  Subsidiaries'  rights in the Company's
confidential  information  and trade  secrets  that it wishes to  protect or any
trade  secrets or  confidential  information  of third  parties  provided to the
Company or any of its subsidiaries, and, without limiting the foregoing, each of
the  Company  and its  Subsidiaries  has and uses its best  efforts to enforce a
policy   requiring  each  employee  and  contractor  to  execute  a  proprietary
information/confidentiality  agreement substantially in the form provided to the
Purchaser and all current and former  employees and  contractors  of the Company
and any of its Subsidiaries have executed such an agreement.

           3.24 Accounting Controls.  The Company maintains a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (a)
transactions  are executed in accordance with  management's  general or specific
authorization;  (b) transactions are recorded as necessary to permit preparation
of  financial  statements  in  conformity  with  generally  accepted  accounting
principles and to maintain  accountability  for assets;  (c) access to assets is
permitted   only  in   accordance   with   management's   general  or   specific
authorization;  and (d) the recorded  accountability for assets is compared with
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

           4.1 Private Placement.

               (a) The  Purchaser  understands  and agrees with the Company that
(i) the offer and sale of the Shares is intended to be exempt from  registration
under the  Securities  Act by virtue of the  provisions  of Section  4(2) of the
Securities Act and Rule 506  promulgated  by the Commission  thereunder and (ii)
there can be no assurance  that the Purchaser will be able to sell or dispose of
the Shares.

               (b) The Purchaser represents and warrants to the Company that:

                   (i)  the  Shares  to be  acquired  by  it  pursuant  to  this
Agreement  are being  acquired  for its own  account  and  without a view to the
distribution or resale of such Shares or any interest therein; provided that the
provisions  of this Section shall not  prejudice  the  Purchaser's  right at all
times to sell or otherwise  dispose of all or any part of the Shares so acquired
by it pursuant to a  registration  under the Securities Act or an exemption from
such registration available under the Securities Act;

                                       13

<PAGE>

                   (ii) the Purchaser is an  "accredited  investor" as such term
is defined in Regulation D promulgated  by the  Commission  under the Securities
Act;

                   (iii) the  Purchaser is not a broker or dealer (as defined in
sections  3(a)(4)  and  3(a)(5)  of the  Exchange  Act),  member  of a  national
securities exchange,  or person associated with a broker or dealer as defined in
Section  3(a)(18) of the Exchange Act, other than a business entity  controlling
or under common control with such broker, dealer, member or associated person;

                   (iv)  the  execution,   delivery  and   performance  of  this
Agreement is within the Purchaser's powers (corporate or otherwise) and has been
duly authorized by all requisite action (corporate or otherwise);

                   (v) the  Purchaser  has  such  knowledge  and  experience  in
financial and business  matters so as to be capable of evaluating the merits and
risks of its  investment  in the Shares and the  Purchaser is capable of bearing
the economic risks of such investment and is able to bear a complete loss of its
investment in the Shares;

                   (vi) in evaluating  the  suitability  of an investment in the
Shares,  the  Purchaser  has  not  relied  upon  any  representations  or  other
information  (whether oral or written) made by or on behalf of the Company other
than as set forth in the SEC Reports,  this Agreement and the other  Transaction
Documents;

                   (vii) the Purchaser  has adequate  means of providing for its
current needs and  contingencies and has no need for liquidity in its investment
in the Company;

                   (viii)  the  Purchaser  confirms  that the  Company  has made
available to Purchaser the  opportunity to ask questions of, and receive answers
from, the Company concerning the Company and the activities of the Company;

                   (ix) the  Purchaser  has been advised that this  offering has
not been  registered  with,  or reviewed by, the  Commission as this offering is
intended to be a non-public  offering pursuant to section 4(2) of the Securities
Act or  Regulation D promulgated  by the  Commission  thereunder.  The Purchaser
understands  that no securities  administrator of any state has made any finding
or  determination  relating  to the  fairness  of this  investment  and  that no
securities  administrator  of any state has  recommended  or  endorsed,  or will
recommend or endorse,  the offering of the Shares. The Purchaser represents that
its Shares are being purchased for its own account, for investment purposes only
and not with a view towards distribution or resale to others;

                   (x) the Purchaser  acknowledges that no general  solicitation
or general  advertising  (including  communications  published in any newspaper,
magazine  or  other  broadcast)  has  been  received  by it and  that no  public
solicitation  or  advertisement  with  respect to the offering of the Shares has
been made to it;

                   (xi) the  Purchaser  has relied solely upon the advice of his
own tax and legal  advisors  with respect to the tax and other legal  aspects of
this investment; and

                   (xii) the Purchaser's overall commitment to investments which
are  not  readily  marketable  is not  disproportionate  to its net  worth;  its
investment  in the  Company  will not cause such  overall  commitment  to become
excessive;  and it can afford to bear the loss of its entire  investment  in the
Company.

                                       14

<PAGE>

                                    ARTICLE V

                            DELIVERIES BY THE COMPANY

           5.1  Company  Deliveries.  At the  Closing,  the  Company  shall have
delivered to the Purchaser the following:

               (a) an opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
counsel to the Company,  in form and substance  satisfactory  to counsel for the
Purchaser;

               (b) a certificate representing the Shares; and

               (c) an executed copy of the Registration Rights Agreement.

                                   ARTICLE VI

                           DELIVERIES BY THE PURCHASER

           6.1 Purchaser  Deliveries.  At the Closing,  the Purchaser shall have
delivered to the Company the following:

                (a) the Purchase Price for the Shares as provided in Section 2.2
hereof; and

                (b) an executed copy of the Registration Rights Agreement.

                                  ARTICLE VII

                                    COVENANTS

           7.1  Furnishing of  Information.  So long as any Shares remain issued
and  outstanding  and held by the Purchaser,  an Affiliate of the Purchaser or a
permitted transferee of the Purchaser or any Affiliate,  and upon the request of
any holder of Shares,  the Company  will  furnish to such  holder any  documents
filed by the Company  pursuant to section 13, 14 or 15(d) of the  Exchange  Act,
and any annual,  quarterly or other reports  furnished to the  Company's  public
security  holders  and  such  additional  information  regarding  the  financial
position  or business  of the  Company as such  holder may  reasonably  request;
provided that if the Company is not subject to the  requirements  of section 13,
14 or 15(d) of the Exchange Act, the Company will promptly  furnish to each such
holder:

                (a) as soon as  available  and in any event  within one  hundred
twenty  (120) days after the end of the  Company's  fiscal  year,  a copy of the
audited consolidated balance sheet of the Company and its Subsidiaries as at the
end of such  fiscal  year and the  related  audited  statements  of  operations,
shareholders'  equity and cash flows, in each case in reasonable  detail setting
forth  comparative  figures for the  preceding  fiscal year,  accompanied  by an
opinion  of an  independent  public  accounting  firm of  nationally  recognized
standing selected by the Company, which opinion shall state that such accounting
firm's audit was  conducted  in  accordance  with  generally  accepted  auditing
standards,  and all such  financial  statements  shall be prepared in accordance
with generally  accepted  accounting  principles  applied on a consistent  basis
throughout the periods reflected therein except as stated therein;

                                       15

<PAGE>

                (b) as soon as available and in any event within sixty (60) days
after the end of each of the first  three  quarters  of each  fiscal year of the
Company,  a copy of the unaudited  condensed  consolidated  balance sheet of the
Company and its  Subsidiaries  as at the end of each such period and the related
unaudited condensed consolidated statements of operations,  shareholders' equity
and cash flows of the Company and its  Subsidiaries  for such period and for the
elapsed  period in such  fiscal  year,  in each case in  reasonable  detail  and
stating in comparative  form the figures as of the end of and for the comparable
periods of the preceding fiscal year, and all such financial statements shall be
prepared in accordance with generally accepted accounting  principles applied on
a consistent  basis  throughout the periods  reflected  therein except as stated
therein  and  shall be  accompanied  by a  certificate  of the  Company's  chief
financial officer to such effect; and

                (c) each financial  statement delivered pursuant to this Section
7.1 shall be accompanied by a brief informal  narrative  description of material
business and financial trends and developments and significant transactions that
have occurred in the  appropriate  period or periods  covered thereby similar to
the Management's  Discussion and Analysis required by Item 303 of Regulation S-K
under the Exchange Act.

           7.2 Legends;  Opinions Requirement.  The Purchaser hereby agrees with
the Company as follows:

           The certificates evidencing the Shares and each certificate issued in
transfer  thereof,  will bear the  following  legend and any  applicable  legend
required by any other Transaction Document:

            "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT
            BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
            AMENDED,  OR  THE  SECURITIES  LAWS  OF  ANY  STATE.  SUCH
            SECURITIES  MAY  NOT BE  SOLD,  PLEDGED,  HYPOTHECATED  OR
            OTHERWISE  TRANSFERRED  WITHOUT SUCH REGISTRATION,  EXCEPT
            UPON  DELIVERY TO THE  COMPANY OF SUCH  EVIDENCE AS MAY BE
            SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT
            ANY  SUCH  TRANSFER  SHALL  NOT  BE IN  VIOLATION  OF  THE
            SECURITIES  ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
            SECURITIES  LAWS  OR ANY  RULE OR  REGULATION  PROMULGATED
            THEREUNDER."

            If the Purchaser  desires to sell or otherwise dispose of all or any
part of the Shares owned by it under an exemption  from  registration  under the
Securities  Act, then if requested by the Company,  such Purchaser shall deliver
to the Company an opinion of counsel that such exemption is available, provided,
however,  that the Company  shall not request an opinion of counsel with respect
to (i) a transfer  not  involving  a change in  beneficial  ownership  or (ii) a
transfer to an Affiliate.

           7.3 Removal of Legend. Any legend endorsed on a certificate  pursuant
to Section 7.2 hereof,  and any stop transfer  instructions and record notations
with respect  thereto shall be removed and the Company shall issue a certificate
without  such  legend to the holder  thereof at such time as (a) a  registration
statement  with  respect  to the  sale  of such  securities  shall  have  become
effective under the Securities Act and such securities  shall have been disposed
of in accordance with such  registration  statement,  (b) such securities  shall
have been  distributed  to the  public  pursuant  to Rule 144 (or any  successor
provision)  promulgated by the Commission  under the Securities Act, or (c) such
securities are otherwise sold in a transaction  exempt from the registration and
prospectus  delivery  requirements  of the  Securities  Act under  Section  4(1)
thereof so that all transfer  restrictions  with respect to such  securities are
removed  upon the  consummation  of such sale and the seller of such  securities
provides  the Company an opinion of counsel,  which shall be in form and content
reasonably  satisfactory  to the Company,  to the effect that such securities in
the hands of the purchaser thereof

                                       16

<PAGE>

are freely transferable without restriction or registration under the Securities
Act in any public or private transaction.

           7.4 Rule 144.  So long as the  Shares are held by the  Purchaser,  an
Affiliate of the  Purchaser or a permitted  transferee  of the  Purchaser or any
Affiliate, the Company agrees to timely file the reports required to be filed by
it under the  Securities  Act and the Exchange Act, to the extent  required from
time to time to enable each  Purchaser to sell the Shares  without  registration
under the Securities Act within the limitation of the exemptions provided in (a)
Rule 144 promulgated  under the Securities Act, as such Rule may be amended from
time to time,  or (b) any similar rule or  regulation  hereafter  adopted by the
Commission.  Upon the  request of the  Purchaser,  the  Company  will  deliver a
written statement as to whether it has complied with such requirements.

           7.5  OTC.  So long  as the  Shares  are  held  by the  Purchaser,  an
Affiliate of the  Purchaser or a permitted  transferee  of the  Purchaser or any
Affiliate,  the Company  agrees to use its  reasonable  efforts to maintain  the
listing  of its  Common  Stock  on the  OTC  Bulletin  Board  or any  nationally
recognized exchange.

                                  ARTICLE VIII

                                  MISCELLANEOUS

           8.1 Notices.  All notices,  advises and communications to be given or
otherwise made to any party to this  Agreement  shall be deemed to be sufficient
if contained in a written instrument delivered in person, sent by air courier or
sent by first class registered or certified mail, postage prepaid,  addressed to
such  party at the  address  set forth  below or at such  other  address  as may
hereafter be designated in writing by the addressee to the other parties  listed
below:

            If to the Company:

                   Infocast Corporation
                   One Richmond Street West
                   Suite 902
                   Toronto, Ontario M5H 3WA
                   Attn: President and Chief Executive Officer

            with a copy to:

                   Olshan Grundman Frome Rosenzweig & Wolosky LLP
                   505 Park Avenue
                   New York, NY 10022
                   Attn: Jeffrey Spindler, Esq.

            If to the Purchaser, to:

                   Sun Microsystems, Inc.
                   901 San Antonio Road
                   Palo Alto, CA 94303
                   Attn: Laura Fennell, Esq., Vice President, Legal

            with a copy to:

                                       17

<PAGE>

                   Wilson Sonsini Goodrich & Rosati
                   650 Page Mill Road
                   Palo Alto, CA 94304
                   Attn: Katharine Martin, Esq.

All such  notices,  advises  and  communications  shall be  deemed  to have been
received,  (a) in the case of personal  delivery,  on the date of such delivery,
(b) in the case of delivery by air courier,  on the business day  following  the
day of  dispatch  and (c) in the case of  mailing,  on the  third  business  day
following such mailing.

           8.2  Amendment;  Waiver.  Neither this  Agreement  nor any  provision
hereof may be amended,  modified,  supplemented  or waived,  except by a written
instrument executed by the Company and the Purchaser.

           8.3 Survival of Representations  and Warranties.  All representations
and warranties  made in,  pursuant to or in connection with this Agreement shall
survive the execution and delivery of this Agreement,  any  investigation at any
time made by or on behalf of the  Purchaser,  and the sale and  purchase  of the
Shares  and  payment  therefor  until  the  end of  the  applicable  statute  of
limitations period.

           8.4 Severability. Whenever possible, each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any provision of this Agreement is held to be prohibited
by or invalid under  applicable law, such provision will be ineffective  only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

           8.5 Successors and Assigns.  Except as otherwise provided herein, the
provisions  hereof  shall  inure to the  benefit  of, and be binding  upon,  the
successors  and  permitted  assigns of the parties  hereto.  No party hereto may
delegate its obligations  under this Agreement without the prior written consent
of the other parties hereto.

           8.6  Entire  Agreement.   This  Agreement  and  the  other  documents
delivered  pursuant  hereto  constitute  the full and entire  understanding  and
agreement  between the parties  with  regard to the  subject  matter  hereof and
thereof and supersede and cancel all prior representations,  alleged warranties,
statements,  negotiations,  undertakings, letters, acceptances,  understandings,
contracts  and  communications,  whether  verbal or  written,  among the parties
hereto and thereto or their  respective  agents with respect to or in connection
with the subject matter hereof.

           8.7 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA  APPLICABLE TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF CALIFORNIA,  WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.

           8.8  Counterparts.  This  Agreement  may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so executed shall be deemed to be an original and shall  constitute one and
the same instrument.


                                       18


<PAGE>

            IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase
Agreement as of the date written above.

                                           "COMPANY"

                                           INFOCAST CORPORATION



                                           By: /s/ James Leech
                                               ---------------------------------
                                           Name: James Leech
                                           Title: President



                                           "PURCHASER"

                                           SUN MICROSYSTEMS, INC.



                                           By:_________________________________

                                           Name:_______________________________

                                           Title:______________________________





<PAGE>


                                    Exhibit A

                      Form of Registration Rights Agreement

</TEXT>
</DOCUMENT>
