Common Stock Purchase Agreement - Softnet Systems Inc., China Broadband Corp. and Big Sky Network Canada Ltd.


                         COMMON STOCK PURCHASE AGREEMENT


THIS AGREEMENT made this ______________ day of September, 2000.

AMONG:

                  SOFTNET SYSTEMS.,  INC., a corporation incorporated pursuant
                  -----------------------
                  to the laws of the State of Delaware and having an office at
                  650 Townsend  Street,  San Francisco, California, 94103

                  (the "Vendor")
                                                               OF THE FIRST PART

AND:

                  CHINA BROADBAND CORP., a corporation incorporated  pursuant to
                  ---------------------
                  the laws of the State of Nevada and having an office at 2080,
                  440 2nd  Avenue  S.W.,  Calgary, Alberta, T2P 5E9

                  (the "Purchaser")
                                                              OF THE SECOND PART

AND:

                  BIG  SKY  NETWORK  CANADA  LTD.,  an   international   company
                  ------------------------------
                  incorporated  pursuant  to  the  laws  of the  British  Virgin
                  Islands  and  having an office at 1404,  Building  A,  Huiyuan
                  International  Apartment,  Asia Game Village,  Andingmen  Wai,
                  Beijing, 100101, People's Republic of China

                  (the "Company")
                                                               OF THE THIRD PART

WHEREAS:

         A.       Pursuant to a Common Stock  Purchase  Agreement made the 23rd
day of  December,  1999  (the  "1999  Purchase  Agreement"),  the  Vendor is the
registered owner and holder of 50,000 shares (the "Shares") of common stock, par
value $1.00 per share,  in the capital of the Company,  representing  50% (fifty
percent) of the issued and outstanding  shares of common stock in the capital of
the Company; and

         B.       The  Vendor  has  agreed to sell the Shares to the  Purchaser,
and the  Purchaser  has agreed to purchase  the Shares from the Vendor,  for the
consideration and upon the terms and conditions as set forth herein.



IN  CONSIDERATION  of the payment of the sum of Ten Dollars ($10.00) now paid by
the  Purchaser  to the Vendor (the  receipt and  sufficiency  of which is hereby
acknowledged  by each of the  parties  hereto) and of the mutual  covenants  and
agreements  contained  herein,  each of the parties covenant and agree with each
other as follows:

1.       DEFINITIONS

         In this Agreement:

1.1      "Act" means the United States Securities Act of 1933, as amended.

1.2      "Agreement"  means this Agreement and any instrument  supplementary  or
         ancillary hereto and includes all schedules attached hereto.

1.3      "Business Day" means a day other than a  Saturday, Sunday and any other
         day which is a legal  holiday in the State of California.

1.4      "CBBC  (BVI)"  means China  Broadband  (BVI)  Corp.,  an  international
         company incorporated pursuant to the laws of the British Virgin Islands
         and the wholly owned  subsidiary  of the  Purchaser,  which will be the
         transferee of the Shares hereunder.

1.5      "CBBC  Shares"  means  that  number of  shares  of common  stock in the
         capital of the  Purchaser  to be issued and  allotted  to the Vendor as
         partial  payment  towards the Purchase Price in accordance with Section
         3.2(c) of this Agreement.

1.6      "Closing  Date"  means the 30th day of  September, 2000,  or such other
         date as may be agreed to by the parties.

1.7      "Closing" means the completion of the transactions contemplated herein
         on the Closing Date.

1.8      "Consents" means any consents, approvals, waivers and releases required
         for the execution and delivery of this Agreement.

1.9      "Encumbrance" or  "Encumbrances"  means any mortgage,  charge,  pledge,
         hypothecation,  security interest,  lien, covenant,  condition,  right,
         lease, licence,  assignment,  option or claim or any other encumbrance,
         title defect or adverse claim of whatever kind or nature, regardless of
         form,  whether or not registered or registrable and whether  consensual
         or arising by law (statutory or otherwise)  which may adversely  affect
         either the  Purchaser's  ownership or  possession  of the Shares or the
         Vendor's  ownership or possession  of the CBBC Shares,  as the case may
         be.

1.10     "Governmental   Authority"  means  any  federal,   state,   provincial,
         regional,  county,  municipal,  or  other  government  or  governmental
         authority  or  official,  domestic or foreign,  and includes any board,
         bureau,  commission,  department,  administrative  agency or regulatory
         body thereof.

1.11     "Investors'  Rights  Agreement"  means that certain  Investors'  Rights
         Agreement  entered into as of the 23rd day of December,  1999,  between
         the  Vendor  and  the  Company  providing  for  the  extension  of  the
         registration  rights,  information rights and other rights as set forth
         therein by the Company to the Vendor.

                                       2



1.12     "Non-Compete  Agreements"  means  collectively  each of the  individual
         Non-Compete  Agreements  entered  into as of April 25,  2000  among the
         parties hereto and each of China Broadband (BVI) Corp.,  Matthew Heysel
         and Daming Yang.

1.13     "person"  or  "persons"  means  a  natural  person,  corporation,  body
         corporate,   partnership,  joint  venture,  association,  trust  or  an
         incorporated  organization or any trustee,  executor,  administrator or
         other legal representative.

1.14     "Press Release" shall have the meaning set forth in Section 12.1 of
         this Agreement.

1.15     "Provision of Services  Agreements"  means that one or more  agreements
         entered into by the Vendor and the Company in  accordance  with Section
         7.3 of the 1999 Purchase  Agreement pursuant to which the Vendor agreed
         to provide services,  as designated  therein,  to enable the Company to
         fulfill its  obligations  under the Company's  contract with the Shekou
         China Merchant's  Industrial Zone, Ltd. and other subsequent  contracts
         the Company may have entered into from time to time.

1.16     "Purchase Price" shall have the meaning set forth in Section 3.2 of
         this Agreement.

1.17     "Right of First Refusal, Co-Sale and Voting Agreement" means that Right
         of First Refusal,  Co-Sale and Voting Agreement  entered into as of the
         23rd day of December,  1999, among the Vendor,  the Company and Matthew
         Heysel, for himself and as attorney-in-fact  for Daming Yang, Kai Yang,
         Wei Yang,  Jeff Xue,  Dan Xue,  Lu Wang,  Wallace  Nesbitt  and Western
         Capital Corp.

1.18     "Shares" means 50,000 shares of common stock in the capital of the 
         Company.

1.19     "Shekou  Joint  Venture"  means the  Shenzhen  China  Merchants Big Sky
         Network Co.  Ltd. joint venture established pursuant to a  co-operative
         joint venture  contract  dated  September 21, 1999 between China
         Merchants Shekou Industrial Zone Ltd. and the Company.

1.20     "1999  Purchase  Agreement"  means that certain  Common Stock  Purchase
         Agreement made as of the 23rd day of December, 1999, between the Vendor
         and the Company, pursuant to which the Vendor acquired the Shares.

2.       INTERPRETATION

2.1      For the purposes of this Agreement, except as otherwise expressly
         provided:

2.2      All  references  in this  Agreement to  designated  "Sections" in other
         subdivisions  or  Schedules  are to the  designated  sections and other
         subdivision or Schedules of or attached to this Agreement.

2.3      The words "herein", "hereof" and "hereunder" and other words of similar
         import  refer to this  Agreement  as a whole and not to any  particular
         section or subdivision.

2.4      The  headings are for  convenience  only and do not form a part of this
         Agreement and are not intended to interpret, define or limit the scope,
         extent or intent of this Agreement or any provision hereof.

                                       3



2.5      The singular of any terms  includes the plural and vice versa,  the use
         of  any  term  is  generally  applicable  to  any  gender  and  whether
         applicable,  a body  corporate,  the word "or" is not exclusive and the
         "including" is not limiting whether or not  non-limiting  language such
         as  "without  limitation"  or "but not  limited to" or words of similar
         import is used with reference thereto.

2.6      All references to currency  means lawful money of the United States
         (unless  expressed to be in some other currency).

2.7      Any  reference to a statute  includes  the  regulations  made  pursuant
         thereto,  with all amendments made to the statute or regulations and in
         force from time to time, and to any statute or regulations  that may be
         passed  which  has the  effect of  supplementing  or  superseding  such
         statute or such regulations.

2.8      Any reference to a corporate entity includes and is also reference to a
         corporate entity that is a successor to such corporate entity.

2.9      Where the time for doing an act falls or expires on a day that is not a
         Business  Day,  the time for doing such act is extended to the next
         Business Day.

3.       PURCHASE AND SALE

3.1      The Vendor hereby agrees to sell, transfer and assign to CBBC (BVI) all
         of its respective right, title and interest in and to the Shares at the
         time of Closing,  free and clear of all Encumbrances,  in consideration
         for payment by the Purchaser to the Vendor of the Purchase Price.

3.2      The "Purchase Price" shall be paid and satisfied by the Purchaser as
         follows:

         (a)      by delivery  to the Vendor on or before the Closing  Date of a
                  certified  cheque  or bank  draft  to or to the  order  of the
                  Vendor in the amount of  $2,500,000.  In the event the Closing
                  is  not  completed  as  herein  contemplated  for  any  reason
                  whatsoever,  the said sum of  $2,500,000  shall be returned to
                  the Purchaser  within two Business Days from the Closing Date,
                  together with interest thereon;

         (b)      by delivery  to the Vendor on or before the Closing  Date of a
                  promissory note,  substantially in the form and upon the terms
                  as the  promissory  note set forth in  Schedule  "A"  attached
                  hereto,  providing for the payment to the Vendor no later than
                  September 30, 2001 of  $1,500,000  plus  reimbursement  of the
                  Vendor's  expenditures incurred in connection with its support
                  of the Company up to a maximum of  $200,000.  In the event the
                  Closing is not completed as herein contemplated for any reason
                  whatsoever,  the said  promissory  note  shall  be  terminated
                  within two Business Days from the Closing Date;

         (c)      by  forgiveness  of  the  debt  owing  by  the  Vendor  to the
                  Purchaser  in the  aggregate  amount of  $423,461  (being  the
                  amount  owing by the  Vendor to the  Purchaser  as at June 30,
                  2000) plus any and all additional  amounts owing by the Vendor
                  to the  Purchaser  during the period from on and after July 1,
                  2000 until and including the Closing Date; and

         (d)      as to the  remaining  balance of the  Purchase  Price,  by
                  delivery to the Vendor on or before the Closing Date of such
                  number of shares of the common  stock of the  Purchaser  (the
                  "CBBC  Shares") as is equal to the greater of:  (i) the amount
                  determined  by  dividing  $8,500,000  by the  average closing
                  bid price of the  common  stock of the  Purchaser  on NASDAQ
                  OTC over the  fifteen  (15) trading  days  prior to the
                  Closing  Date;  and (ii)

                                       4



                  1,133,000  shares of  common  stock of the Purchaser.  In the
                  event the  Closing  is not  completed  as herein  contemplated
                  for any reason whatsoever, the CBBC Shares  shall be  returned
                  to the  Purchaser  for  cancellation  within two Business Days
                  from the Closing Date.

4.       COVENANTS

4.1      The Vendor hereby covenants and agrees as follows:

         (a)      subject to applicable  federal and state  securities rules and
                  regulations,  to transfer  legal and  beneficial  title to the
                  Shares to CBBC (BVI),  free and clear of all  Encumbrances  at
                  the time of Closing on the Closing Date;

         (b)      to execute and deliver,  or arrange to have executed and deli-
                  vered,  all documents and  instruments  which are contemplated
                  to be executed and delivered prior to or at the time of
                  Closing;

         (c)      to obtain all necessary Consents of the Vendor entering into
                  the  transactions  contemplated  by this Agreement;

         (d)      to cause the  resignations  of the nominee  directors who were
                  designated by the Vendor for election to the  Company's  board
                  of  directors  pursuant  to Section  5.9 of the 1999  Purchase
                  Agreement; and

         (e)      to enter into agreements providing for the termination of each
                  of: (i) the 1999 Purchase  Agreement,  the  Investors'  Rights
                  Agreement and the Right of First  Refusal,  Co-Sale and Voting
                  Agreement;  (ii) the  Non-Compete  Agreements;  and  (iii) the
                  Provision of Services Agreements.

4.2      The Company hereby covenants and agrees:

         (a)      to cause share  certificates  representing  the Shares to be
                  issued to CBBC (BVI) and the minute books and registers of the
                  Company to be updated; and

         (b)      to execute  and  deliver any and all  instruments  and do all
                  such acts as are  required to give effect to this Agreement.

4.3      The Purchaser hereby covenants and agrees:

         (a)      to pay the Purchase Price in accordance with Section 3.2 of
                  this Agreement and, in particular,  issue the CBBC Shares to
                  the Vendor;

         (b)      to forgive all advances made on behalf of the Vendor in
                  connection with the Shekou Joint Venture; and

         (c)      to  execute  and  deliver,  or arrange  to have  executed  and
                  delivered,   all   documents   and   instruments   which   are
                  contemplated  to be executed  and  delivered  pursuant to this
                  Agreement.

                                       5



5.       REPRESENTATIONS AND WARRANTIES

5.1      The Vendor  hereby  represents  and warrants to the  Purchaser  and the
         Company as representations  and warranties that are true as at the date
         hereof  and at the  time  of  Closing  as if such  representations  and
         warranties were made at such time, that:

         (a)      the Vendor is a corporation  duly organized,  validly existing
                  and in good standing under the laws of the State of Delaware;

         (b)      the Vendor has all requisite  corporate power and authority to
                  own its  properties  and to carry on its business as it is now
                  being  conducted  or  proposed  to be  conducted  and is  duly
                  registered or qualified and is in good standing in each of the
                  jurisdictions  in  which  the  properties  owned,   leased  or
                  operated by the Vendor or the nature of the business conducted
                  by  the  Vendor  makes  such   registration  or  qualification
                  necessary;

         (c)      the Vendor has full  power,  authority  and legal  capacity to
                  execute  and  deliver  this   Agreement  and  any   agreements
                  contemplated  hereunder,  and the performance by the Vendor of
                  its obligations  hereunder and  thereunder,  and to consummate
                  the transactions contemplated hereby and thereby;

         (d)      neither the execution  and delivery of this  Agreement nor the
                  consummation  of the  transactions  contemplated  hereby  will
                  conflict  with or  result  in a  breach  of any of the  terms,
                  conditions or provisions  of the  constating  documents of the
                  Vendor or any  agreement  or  instrument  to which Vendor is a
                  party or by which it is bound or  constitute  a default  under
                  any of the  foregoing  or violate any law,  rule,  regulation,
                  judgment  or  decree  by  which  the  Vendor  is  bound,   the
                  consequences  of which would  impair the ability of the Vendor
                  to perform its obligations under this Agreement;

         (e)      the  Vendor  is the  registered  and  beneficial  owner of the
                  Shares with good and marketable title thereto,  free and clear
                  of any actual or  threatened  Encumbrance,  voting  agreement,
                  voting trust,  shareholders'  agreement or other limitation or
                  restriction of any nature whatsoever and upon the consummation
                  of the  transactions  contemplated  hereby  will  vest  in the
                  Purchaser  legal and  beneficial  title to the Shares free and
                  clear of any or all  Encumbrances and any claims of any nature
                  whatsoever  including,  but not  limited to, any claims in the
                  course of  insolvency or  bankruptcy  proceedings  against the
                  Vendor which may be asserted against the Purchaser;

         (f)      the Vendor is not a party or subject to any  agreement,
                  arrangement  or otherwise  which  affects or will affect the
                  right of the Purchaser to own, use or enjoy the benefit of the
                  Shares;

         (g)      except for a Consent disclosed  herein, no consent,  approval,
                  authorization,  licence,  order or permit of any  Governmental
                  Authority,  court or  arbitrator,  and no  filing,  notice  or
                  registration  by the Vendor with any  Governmental  Authority,
                  court or arbitrator is required in order:

                  (i)      for the Vendor to incur its obligations pursuant to
                           this Agreement;

                  (ii)     for the Vendor to execute and deliver  all other
                           agreements,  instruments  and  documents  required to
                           be executed and delivered by the Vendor pursuant to
                           this Agreement;

                                       6



                  (iii)    for  the  Vendor  to duly  observe  and  perform  the
                           provisions,  terms and  conditions of this  Agreement
                           and all other  agreements,  instruments and documents
                           to  be  executed  and  delivered   pursuant  to  this
                           Agreement; and

                  (iv)     to render this  Agreement  and all other  agreements,
                           instruments   and   documents   to  be  executed  and
                           delivered pursuant to this Agreement,  legal,  valid,
                           binding and  enforceable  in accordance  with its and
                           their terms;

         (h)      the Vendor  will have no  indebtedness  or  liability,  due or
                  accruing,  contingent or absolute, liquidated or unliquidated,
                  to any  person in respect  of which the  Purchaser  may become
                  liable as a result of completing the purchase of the Shares or
                  which  by the  operation  of law or  otherwise  constitute  or
                  become an  Encumbrance  or material  contracts  or which could
                  affect the right of the  Purchaser to own or enjoy the benefit
                  of the Shares;

         (i)      no  litigation  or   administrative  or  other  proceeding  or
                  arbitration with or before any Governmental  Authority,  court
                  or  arbitrator or dispute with any  Governmental  Authority is
                  presently in process, pending or threatened by or on behalf of
                  the Vendor and no state of fact exists which could  constitute
                  the basis of any action,  suit,  claim,  condemnation or other
                  litigation  or  administrative  or other  proceeding  by or on
                  behalf of the Vendor,  other than as disclosed  herein,  which
                  could  affect the right of the  Purchaser to own, use or enjoy
                  the benefit of the Shares;

         (j)      neither the  execution or delivery of this  Agreement  nor the
                  consummation  of the  transactions  contemplated  hereby  will
                  result  in  any  taxes,  levies,  assessments,  duties,  fees,
                  deductions  or  withholdings  of  any  amount  relating  to it
                  business  or  the  Assets  becoming  due  or  payable  to  any
                  Governmental  Authority  which could be payable by, charged to
                  or  deducted or withheld  from the  Purchaser  or result in an
                  Encumbrance or otherwise  affect the right of the Purchaser to
                  own, use or enjoy the benefit of the Shares;

         (k)      the  Vendor  has no  information  or  knowledge  of  any  fact
                  relating  to  the  transactions  contemplated  hereby  or  its
                  business  or assets  which,  if known to the  Purchaser  might
                  reasonably be expected to deter the Purchaser from  completing
                  the transactions  contemplated  herein or which materially and
                  adversely  affect  the  ability of the Vendor to carry out its
                  obligations hereunder;

         (l)      the Vendor is an  "accredited  investor" within the meaning of
                  SEC Rule 501 of Regulation D, as presently in effect;

         (m)      the Vendor  understands that the CBBC Shares it is acquiring
                  are characterized as "restricted securities" under the federal
                  securities  laws  inasmuch as they are being acquired from the
                  Purchaser in a transaction not involving a public offering and
                  that under such laws and applicable  regulations such  shares
                  may  be  resold  without  registration  under  the  Act  only
                  in certain limited circumstances.  In the absence of an effec-
                  tive  registration  statement  covering the CBBC Shares or an
                  available  exemption  from  registration  under  the  Act, the
                  CBBC  Shares  must be held indefinitely.  In this  connection,
                  the Vendor  represents and warrants that it is familiar with
                  SEC Rule 144, as presently in effect,  and  understands  the
                  resale  limitations imposed thereby and by the Act, including,
                  without limitation, the Rule 144 condition that current infor-
                  mation about the Purchaser   be   available   to  the  public.
                  Without  in  any  way  limiting  the representations  and
                  warranties  set forth above,  the Vendor  further agrees that
                  if the Vendor makes any  disposition  of all or any portion of
                  the CBBC  Shares,  not pursuant to Rule 144 or a

                                       7



                  registration statement under the Act covering such proposed
                  disposition in accordance with such registration  statement,
                  then the Vendor shall notify the Purchaser of such proposed
                  disposition and   shall  furnish  the  Purchaser  with  a
                  statement of the  circumstances  surrounding  the disposition
                  and, if requested by the Purchaser,the Vendor shall have
                  furnished the Purchaser with an opinion of counsel, reasonably
                  satisfactory to the Purchaser, that such disposition is exempt
                  from  registration or qualification requirements. It is agreed
                  that the Purchaser will not require  opinions of counsel for
                  transactions  made  pursuant to Rule 144 or a  registration
                  statement except in  unusual circumstances;

         (n)      the  CBBC  Shares  to be  received  by the  Purchaser  will be
                  acquired for investment  for the Vendor's own account,  not as
                  nominee  or  agent,  and  not  with a view  to the  resale  or
                  distribution  of any part thereof,  and that the Vendor has no
                  present intention of selling, granting any participation in or
                  otherwise distributing the same. The Vendor further represents
                  and  warrants  that the  Vendor  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 CBBC Shares;

         (o)      it is understood  that the  certificates  evidencing  the CBBC
                  Shares may bear one or all of the following legends:

                  (i)      "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                           SECURITIES  ACT OF 1933, AS AMENDED.  THEY MAY NOT BE
                           SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN
                           THE  ABSENCE OF A  REGISTRATION  STATEMENT  IN EFFECT
                           WITH RESPECT TO THE  SECURITIES  UNDER SUCH ACT OR AN
                           OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY THAT
                           SUCH  REGISTRATION  IS NOT  REQUIRED  OR UNLESS  SOLD
                           PURSUANT TO RULE 144 OF SUCH ACT."

                  (ii)     any legend required by state securities laws or the
                           securities laws of the jurisdiction  where the Vendor
                           is domiciled, incorporated or organized; and

         (p)      this Agreement and the agreements  contemplated hereunder have
                  been duly authorized, executed and delivered by the Vendor and
                  this  Agreement  and  the  agreements  contemplated  hereunder
                  constitute legal, valid and binding  obligations of the Vendor
                  enforceable  against  the  Vendor  in  accordance  with  their
                  respective terms.

5.2      The  Company  hereby  represents  and  warrants  to the  Vendor and the
         Purchaser as  representations  and  warranties  that are true as at the
         date hereof and at the time of Closing as if such  representations  and
         warranties were made at such time, that:

         (a)      the Company is an  international  business company duly orga-
                  nized,  validly existing and in good standing under the laws
                  of the British Virgin Islands;

         (b)      the Company has all requisite corporate power and authority to
                  own its  properties  and to carry on its business as it is now
                  being  conducted  or  proposed  to be  conducted  and is  duly
                  registered or qualified and is in good standing in each of the
                  jurisdictions  in  which  the  properties  owned,   leased  or
                  operated  by  the  Company  or  the  nature  of  the  business
                  conducted   by  the  Company   makes  such   registration   or
                  qualification necessary;

                                       8




         (c)      the Company has full power,  authority  and legal  capacity to
                  execute  and  deliver  this   Agreement  and  any   agreements
                  contemplated hereunder,  and the performance by the Company of
                  its obligations  hereunder and  thereunder,  and to consummate
                  the transactions contemplated hereby and thereby; and

         (d)      neither the execution  and delivery of this  Agreement nor the
                  consummation  of the  transactions  contemplated  hereby  will
                  conflict  with or  result  in a  breach  of any of the  terms,
                  conditions or provisions  of the  constating  documents of the
                  Company or any agreement or instrument to which the Company is
                  a party or by which it is bound or  constitute a default under
                  any of the  foregoing  or violate any law,  rule,  regulation,
                  judgment  or  decree  by  which  the  Company  is  bound,  the
                  consequences  of which would impair the ability of the Company
                  to perform its obligations under this Agreement.

5.3      The  Purchaser  hereby   represents  and  warrants  to  the  Vendor  as
         representations  and warranties that are true as at the date hereof and
         at the time of Closing as if such  representations  and warranties were
         made at such time, except as set forth on a Schedule of Exceptions (the
         "Schedule of Exceptions")  furnished to the Company  attached hereto as
         Schedule A, which exceptions shall be deemed to be representations  and
         warranties as if made hereunder, that:

         (a)      the Purchaser is a company duly organized,  validly  existing
                  and in good standing under the laws of State of Nevada;

         (b)      the Purchaser has all requisite  corporate power and authority
                  to own its  properties  and to carry on its  business as it is
                  now being  conducted or proposed to be  conducted  and is duly
                  registered or qualified and is in good standing in each of the
                  jurisdictions  in  which  the  properties  owned,   leased  or
                  operated  by the  Purchaser  or  the  nature  of the  business
                  conducted  by  the  Purchaser   makes  such   registration  or
                  qualification necessary;

         (c)      the Purchaser has full power,  authority and legal capacity to
                  execute  and  deliver  this   Agreement  and  any   agreements
                  contemplated  hereunder,  and the performance by the Purchaser
                  of its obligations hereunder and thereunder, and to consummate
                  the transactions contemplated hereby and thereby;

         (d)      neither the execution  and delivery of this  Agreement nor the
                  consummation  of the  transactions  contemplated  hereby  will
                  conflict  with or  result  in a  breach  of any of the  terms,
                  conditions or provisions  of the  constating  documents of the
                  Purchaser  or  any   agreement  or  instrument  to  which  the
                  Purchaser  is a party or by which it is bound or  constitute a
                  default under any of the  foregoing or violate any law,  rule,
                  regulation,  judgment  or  decree by which  the  Purchaser  is
                  bound,  the  consequences of which would impair the ability of
                  the Purchaser to perform its obligations under this Agreement;

         (e)      the authorized capital of the Purchaser consists of 50,000,000
                  shares of common stock, par value $0.001,  of which 18,341,517
                  shares are  currently  issued and  outstanding  and  4,175,000
                  shares are  currently  reserved for  issuance  (other than the
                  CBBC Shares contemplated hereunder);

         (f)      the CBBC Shares,  when issued and delivered in accordance with
                  terms of this Agreement as partial payment towards the Pur-
                  chase  Price,  will be duly and validly  issued,  fully paid,
                  non-assessable and free of restrictions on transfer other than
                  restrictions on transfer under this Agreement,  the agreements
                  contemplated  hereunder and applicable state and federal
                  securities laws. Based upon the representations and warranties
                  of the Vendor under this

                                       9



                  Agreement, the CBBC Shares, when issued and sold in accordance
                  with the terms of this Agreement as partial  payment  towards
                  the Purchase  Price,  will be issued and sold to the Purchaser
                  in  compliance  with all  applicable state and federal securi-
                  ties laws.  The issuance, sale and delivery of the CBBC Shares
                  is not subject to any pre-emptive rights of  stockholders  of
                  the Purchaser or to any right of first refusal or other
                  similar right in favour of any person;

         (g)      other than as set forth herein, no person has any agreement or
                  option, present or future, contingent, absolute, or capable of
                  becoming an agreement or option:

                  (i)      to  require  the  Purchaser  to issue any  further or
                           other  shares in its  capital  or any other  security
                           convertible  or  exchangeable   into  shares  in  its
                           capital or to convert or exchange any securities into
                           or for shares in the capital of the Purchaser;

                  (ii)     for the issue or allotment of any of the authorized
                           but unissued shares in the capital of the Purchaser;

                  (iii)    to require the  Purchaser to purchase,  redeem,  or
                           otherwise  acquire any of the issued and  outstanding
                           shares in the capital of the Purchaser; or

                  (iv)     to purchase or otherwise acquire any shares in the
                           capital of the Purchaser; and

         (h)      this  Agreement  has  been  duly   authorized,   executed  and
                  delivered by the  Purchaser and this  Agreement  constitutes a
                  legal,   valid  and  binding   obligation   of  the  Purchaser
                  enforceable  against  the  Purchaser  in  accordance  with its
                  terms.

         (i)      Except  as  set  forth  in the  Schedule  of  Exceptions,  the
                  Purchaser does not own or control, directly or indirectly, any
                  capital  stock in any other  corporation  or similar  business
                  entity (a "Subsidiary")  nor is the Purchaser a participant in
                  any  partnership,  joint venture or similar  arrangement.  The
                  Schedule   of   Exceptions   describes   the  state  or  other
                  jurisdiction  of   incorporation   or  organization   and  the
                  percentage  ownership  interest owned by the Purchaser of each
                  Subsidiary.  Each  Subsidiary  is  a  corporation  or  limited
                  liability company duly organized, validly existing and in good
                  standing under the laws of its state or other  jurisdiction of
                  incorporation  or   organization.   Each  Subsidiary  has  all
                  requisite power and authority  (corporate or otherwise) to own
                  its properties and to carry on its business as it is now being
                  conducted or proposed to be conducted and is duly qualified to
                  do  business  as a foreign  corporation  or limited  liability
                  company and is in good standing in the  jurisdictions in which
                  the properties owned, leased or operated by such Subsidiary or
                  the nature of the business  conducted by such Subsidiary makes
                  such  qualification  necessary  and  where the  failure  to so
                  qualify  (individually  or in  the  aggregate)  would  have  a
                  material adverse effect on the business, operations, financial
                  condition or prospects of the Purchaser  and its  Subsidiaries
                  taken as a whole.

         (j)      The Purchaser and all of its Subsidiaries own their respective
                  properties  and assets,  including the  properties  and assets
                  reflected in the Financial Statements (as defined below), free
                  and  clear of all  liens,  mortgages,  loans  or  encumbrances
                  except  liens for current  taxes,  and such  encumbrances  and
                  liens which arise in the  ordinary  course of business  and do
                  not   materially   impair  the   Purchaser's  or  any  of  its
                  Subsidiaries'  ownership  or use of such  property  or assets.
                  With  respect  to  the  property  and  assets  leased  by  the
                  Purchaser and each of its Subsidiaries, the Purchaser and each
                  of its

                                       10



                  Subsidiaries are in compliance with such leases and hold valid
                  leasehold interests free and clear of any liens, claims or
                  encumbrances.

         (k)      All  of  the  contracts,  mortgages,  indentures,  agreements,
                  instruments  and  transactions  to which the  Purchaser or any
                  Subsidiary  is a party or by which  they are bound  (excluding
                  purchase orders made in the ordinary course of business to the
                  Purchaser  or  any  of  its  Subsidiaries  or  placed  by  the
                  Purchaser   or  any  of  its   Subsidiaries)   which   involve
                  obligations  of, or payments  to, the  Purchaser or any of its
                  Subsidiaries  in excess of Fifty  Thousand  Dollars  ($50,000)
                  ("Material   Contracts")   and  all  agreements   between  the
                  Purchaser  or  any  of  its  Subsidiaries  and  any  of  their
                  respective officer,  directors,  employees and consultants are
                  valid,  binding  and in full force and effect in all  respects
                  and  enforceable  by or against  the  Purchaser  or any of its
                  Subsidiaries in accordance with their  respective terms in all
                  respects,  subject  to the  effect of  applicable  bankruptcy,
                  insolvency,  reorganization,   moratorium  or  other  laws  of
                  general  application  relating to or affecting  enforcement of
                  creditor's  rights  and  rules  or laws  concerning  equitable
                  remedies.  Neither  the  Purchaser  nor any  Subsidiary  is in
                  default under any of such Material  Contracts.  No other party
                  to any of the Material Contracts has been in the past, nor, to
                  the  Purchaser's  knowledge,  no  other  party  to  any of the
                  contracts is currently in material default thereunder.

(l)               No  consent,  approval,  authorization,  license  or order of,
                  registration,   qualification,   designation,  declaration  or
                  filing  with,  or notice  to, any  governmental  entity or any
                  other person is necessary to be obtained, made or given by the
                  Purchaser in  connection  with the  execution  and delivery of
                  this  Agreement,  the  performance  by  the  Purchaser  of its
                  obligations   hereunder,   and   the   consummation   of   the
                  transactions contemplated hereby.

         (m)      No  consent,   approval,   order  or   authorization   of,  or
                  registration,   qualification,   designation,  declaration  or
                  filing  with,  any  federal,   state  or  local   governmental
                  authority  on  the  part  of  the  Purchaser  or  any  of  its
                  Subsidiaries is required in connection with (i) the execution,
                  delivery and performance of this Agreement, (ii) the issuance,
                  sale  and   delivery  of  the  CBBC   Shares,   or  (iii)  the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement,  except  for  such  post-closing  filings  required
                  pursuant  to  applicable  foreign  and U.S.  federal and state
                  securities  laws and  blue sky  laws,  which  filings  will be
                  effected within the required statutory period.

         (n)      There is no action,  arbitration,  proceeding or investigation
                  pending or threatened  against the Purchaser or any Subsidiary
                  or any of their  respective  officers,  directors  or,  to the
                  Purchaser's   knowledge,   against  any  other   employees  or
                  consultants of the Purchaser or any of its  Subsidiaries  (or,
                  to the  Purchaser's  knowledge,  any valid basis  therefore or
                  threat thereof) which might result,  either individually or in
                  the  aggregate,  in (a) any  material  adverse  change  in the
                  business, conditions,  affairs, operations or prospects of the
                  Purchaser,  any  of  its  Subsidiaries  or  in  any  of  their
                  respective  properties or assets of any  shareholder,  (b) any
                  material  adverse  impairment  of the right or  ability of the
                  company or any of its Subsidiaries to carry on its business as
                  now  conducted  or as  proposed  to be  conducted,  or (c) any
                  material  liability on the part of the Purchaser or any of its
                  Subsidiaries or any shareholder. Neither the Purchaser nor any
                  of its Subsidiaries is a party to or subject to the provisions
                  of any  order,  writ,  injunction,  judgment  or decree of any
                  court or government agency or  instrumentality.  Other than as
                  set out in the  Schedule  of  Exceptions,  there is no action,
                  suit,   arbitration,   proceeding  or   investigation  by  the
                  Purchaser  or any of its  Subsidiaries  currently  pending  or
                  which the  Purchaser or any  Subsidiary  currently  intends to
                  initiate.

                                       11



         (o)      The Purchaser and each Subsidiary owns or has the right to use
                  the patents,  unpatented inventions,  trademarks,  tradenames,
                  service  marks,  service  names,  copyrights,  trade  secrets,
                  know-how,  designs,  processes  and  other  intangible  assets
                  (collectively,   "Proprietary   Assets")   necessary  for  the
                  business of the Purchaser and the Subsidiaries  free and clear
                  of liens,  claims,  and  encumbrances  created  outside of the
                  ordinary  course of business or identified in the Schedules of
                  Exceptions hereto. Neither the Purchaser nor any Subsidiary is
                  knowingly  violating or infringing the rights of others in any
                  patent,   unpatented   invention,   trademark,   trade   name,
                  servicemark,   copyright,   trade  secret,  know-how,  design,
                  process or other intangible  asset.  Neither the Purchaser nor
                  any  Subsidiary   has  received  any  written   communications
                  alleging,  nor is it aware,  that it (or any of its  officers,
                  employees or  consultants)  has  violated or infringed  or, by
                  conducting   its  business  as  proposed,   would  violate  or
                  infringe, any Proprietary Asset of any other person or entity.
                  To  the  Purchaser's   knowledge,   no  third  party  has  any
                  ownership, right, title, interest, claim or lien on any of the
                  Purchaser's or any Subsidiary's  Proprietary  Assets, and each
                  of the Purchaser and its  Subsidiaries  has taken,  and in the
                  future each of the Purchaser and its Subsidiaries will use its
                  best  efforts  to take,  all  steps  reasonably  necessary  to
                  preserve  its legal  rights  in, and the  secrecy  of, all its
                  Proprietary  Assets,  except  those  for which  disclosure  is
                  required for legitimate  business or legal reasons.  Except as
                  set forth in the Schedule of Exceptions, neither the Purchaser
                  nor  any  Subsidiary  has  granted,  and,  to the  Purchaser's
                  knowledge there are not outstanding,  any options, licenses or
                  agreements  of any kind relating to any  Proprietary  Asset of
                  the Purchaser or any  Subsidiary,  nor is the Purchaser or any
                  Subsidiary  bound  by or a party  to any  option,  license  or
                  agreement of any kind with  respect to any of its  Proprietary
                  Assets.  Except as set forth in the  Schedule  of  Exceptions,
                  neither the Purchaser  nor any  Subsidiary is obligated to pay
                  any royalties or other  payments to third parties with respect
                  to the marketing, sale, distribution,  manufacture, license or
                  use of any of its  Proprietary  Asset or any other property or
                  rights.

         (p)      Financial Statements.

                  (i)      The Purchaser has delivered to Investor the following
                           financial  statements and notes  (collectively,  the
                           "Financial Statements"):

                           (a)      the unaudited balance sheet of the Purchaser
                                    as of the  last  day  of  each  fiscal  year
                                    preceding   the   Closing  and  the  related
                                    unaudited statements of operations,  changes
                                    in  stockholder's  equity  and cash flows of
                                    the   Purchaser   for  such  fiscal   years,
                                    together with the notes thereto; and

                           (b)      the unaudited balance sheet of the Purchaser
                                    as  of  the  end  of  the   fiscal   quarter
                                    immediately   preceding   the  Closing  (the
                                    "Unaudited Interim Balance Sheet"),  and the
                                    related unaudited  statements of operations,
                                    changes  in  stockholder's  equity  and cash
                                    flows of the  Purchaser  for the period from
                                    the end of the preceding  fiscal year to the
                                    end of such fiscal  quarter,  together  with
                                    the notes thereto.

                  (ii)     All of the Financial Statements are accurate and com-
                           plete in all respects,  and the dollar amount of each
                           line item  included  in the  Financial  Statements is
                           accurate  in all  respects.  The Financial Statements
                           are in accordance  with the books and records of the
                           Purchaser and present fairly the  financial  position
                           of the  Purchaser  as of the  respective  dates
                           thereof  and the  results of  operations  of the
                           Purchaser,  changes  in  stockholder's equity and
                           cash flows for the periods  covered  thereby.

                                       12



                           The Financial Statements have been prepared in accor-
                           dance  with GAAP,  applied on a consistent  basis
                           throughout  the periods covered.

                  (iii)    Except as set forth in the Schedule of  Exceptions,
                           at the date of the Unaudited  Interim  Balance Sheet,
                           (i) the  Purchaser had no  Liabilities  of any nature
                           (matured or  unmatured, fixed or contingent) required
                           by GAAP to be provided for in the Unaudited  Interim
                           Balance Sheet which were not provided for in the
                           Unaudited Interim Balance Sheet,  (ii) the  Purchaser
                           had no debt,  liability or  obligation  of any nature
                           (matured or  unmatured,  fixed or contingent) which
                           were  not  required  by  GAAP  to be  provided for in
                           the  Unaudited Interim  Balance Sheet,  (iii) all
                           reserves  established by the Purchaser and set forth
                           in the  Unaudited  Interim  Balance  Sheet were ade-
                           quate for the purposes for which they were esta-
                           blished,and (iv) there are no assets of the Purchaser
                           or any Subsidiary,  the value of which (in the reaso-
                           nable  judgment of the  Purchaser) is materially
                           overstated in the Unaudited Interim Balance Sheet.

         (q)      The  Purchaser  and  each of its  Subsidiaries  maintain  such
                  insurance covering property damage,  including  environmental,
                  and  liability as is  reasonably  prudent  under  commercially
                  reasonable business  practices.  The Purchaser and each of its
                  Subsidiaries have in full force and effect products  liability
                  and errors and  omissions  insurance in amounts  customary for
                  companies similarly situated.

         (r)      Foreign Corrupt Practices Act. None of the activities or types
                  of conduct  below have been or may have been engaged in by the
                  Purchaser or any Subsidiary, either directly or indirectly:

                  (i)      Any bribes or  kickbacks to  government  officials or
                           their  relatives,  or  any  other  payments  to  such
                           persons,  whether or not  legal,  to obtain or retain
                           business  or  to  receive  favorable  treatment  with
                           regard to business; or

                  (ii)     Any  bribes  or  kickbacks  to  persons   other  than
                           government   officials,   or  to  relatives  of  such
                           persons,  or any other  payments  to such  persons or
                           their  relatives,  whether or not legal, to obtain or
                           retain  business  or to receive  favorable  treatment
                           with regard to business; or

                  (iii)    Any illegal contributions made to any political party
                           political candidate or holder of governmental office;
                           or

                  (iv)     Any bank accounts, funds or pools of funds created or
                           maintained  without being  reflected on the corporate
                           books of  account,  or as to which the  receipts  and
                           disbursements  therefrom  have not been  reflected on
                           such books; or

                  (v)      Any  receipts  of  disbursements,  the actual  nature
                           of which has been  "disguised"  or intentionally mis-
                           recorded on the corporate books of account; or

                  (vi)     Fees paid to  consultants or commercial  agents which
                           exceeded the reasonable  value of the services pur-
                           ported to have been rendered; or

                  (vii)    Any payments or  reimbursements  made to personnel of
                           the  Purchaser  for the purposes of enabling  them to
                           expend time or to make  contributions  or payments of
                           the  kind  or  for  the   purpose   referred   to  in
                           subparagraphs  (a)-(f)  above.  The

                                       13



                           Purchaser has not violated the United States Corrupt
                           Foreign  Practices Act or any  other  similar  laws,
                           statute,  rule  or regulation of any country.

6.       CONDITIONS PRECEDENT

6.1      The  obligations  of  the  Purchaser  to  consummate  the  transactions
         contemplated  herein are subject to the fulfilment  and  performance of
         the following conditions on or prior to the Closing Date, each of which
         is for the  exclusive  benefit  of the  Purchaser  and may be waived in
         writing in whole or in part by the Purchaser on or prior to the Closing
         Date:

         (a)      the parties  shall execute and deliver or cause to be executed
                  and delivered an agreement  providing for the  termination  of
                  each  of:  (i) the 1999  Purchase  Agreement,  the  Investors'
                  Rights  Agreement and the Right of First Refusal,  Co-Sale and
                  Voting Agreement;  (ii) the Non-Compete Agreements;  and (iii)
                  the Provision of Services Agreements;

         (b)      each  and all of the  representations  and  warranties  of the
                  Vendor  contained  herein  shall  be true and  correct  in all
                  material  respects as of the  Closing  Date to the same extent
                  and to the same effect as if made on the Closing Date;

         (c)      no   injunction   or   restraining   order   of  a  court   or
                  administrative  tribunal of competent jurisdiction shall be in
                  effect  prohibiting  the  transactions   between  the  parties
                  contemplated  hereby and no actions or proceedings  shall have
                  been  instituted  and  remain  pending  before  any  court  or
                  administrative   tribunal  to   restrain   or   prohibit   the
                  transactions between the parties contemplated hereby;

         (d)      no event shall have occurred or condition or state of facts of
                  any  character  shall have arisen or  legislation,  whether by
                  statute rule, regulation,  bylaw or otherwise, shall have been
                  introduced  which  might  reasonably  be  expected  to  have a
                  material adverse affect upon the financial condition,  results
                  of  operations,  business or prospects of the operation of the
                  business of the Company; and

         (e)      the Vendor shall have  performed  and complied with all of the
                  covenants  and  obligations herein to be performed or complied
                  with by it.

6.2      In the  event  that  any of the  conditions  in  Section  6.1  are  not
         fulfilled  and  performed  on or before the Closing  Date,  or the date
         stated  therein,  the Purchaser may rescind this  Agreement and abandon
         the transactions contemplated hereby by notice in writing to the Vendor
         and,  in  that  event,   the  Purchaser  shall  be  released  from  all
         obligations  hereunder,  any and all  amounts  paid to the Vendor or in
         connection with the completion of the transactions  contemplated hereby
         shall be repaid to the  Purchaser  except for the amount of Ten Dollars
         ($10.00),  which  is  non-refundable  and  was  paid to the  Vendor  in
         consideration of the Vendor entering into this Agreement.

6.3      The   obligations  of  the  Vendor  to  consummate   the   transactions
         contemplated  herein are subject to the fulfilment  and  performance of
         the following conditions on or prior to the Closing Date, each of which
         is for the exclusive benefit of the Vendor and may be waived in writing
         in whole or in part by the Vendor on or prior to the Closing Date:

         (a)      the common  stock of the  Purchaser  shall have been traded on
                  the NASDAQ OTC for at least fifteen (15) trading days prior to
                  the Closing Date.

                                       14



         (b)      each  and all of the  representations  and  warranties  of the
                  Purchaser  contained  herein  shall be true and correct in all
                  material  respects as of the  Closing  Date to the same extent
                  and to the same effect as if made on the Closing Date;

         (c)      no   injunction   or   restraining   order   of  a  court   or
                  administrative  tribunal of competent jurisdiction shall be in
                  effect  prohibiting  the  transactions   between  the  parties
                  contemplated  hereby and no actions or proceedings  shall have
                  been  instituted  and  remain  pending  before  any  court  or
                  administrative   tribunal  to   restrain   or   prohibit   the
                  transactions between the parties contemplated hereby;

         (d)      no event shall have occurred or condition or state of facts of
                  any  character  shall have arisen or  legislation,  whether by
                  statute rule, regulation,  bylaw or otherwise, shall have been
                  introduced  which  might  reasonably  be  expected  to  have a
                  material adverse affect upon the financial condition,  results
                  of  operations,  business or prospects of the operation of the
                  business of the Purchaser; and

         (e)      the  Purchaser  shall have  performed and complied with all of
                  the  covenants  and  obligations  herein  to be  performed  or
                  complied with by it.

6.4      In the  event  that  any of the  conditions  in  Section  6.3  are  not
         fulfilled  and  performed  on or before the Closing  Date,  or the date
         stated  therein,  the Vendor may rescind this Agreement and abandon the
         transactions  contemplated hereby by notice in writing to the Purchaser
         and, in that event,  the Vendor shall be released from all  obligations
         hereunder, any and all amounts paid to the Vendor or in connection with
         the completion of the transactions  contemplated hereby shall be repaid
         to the Purchaser except for the amount of Ten Dollars  ($10.00),  which
         is  non-refundable  and was paid to the Vendor in  consideration of the
         Vendor entering into this Agreement.

7.       CLOSING

7.1      The Closing of this transaction shall take place on the Closing Date at
         the offices of Koffman Kalef located in Vancouver, British Columbia, or
         at such other place as may be approved by the parties hereto.

7.2      At or before  Closing,  each of the parties hereto shall take, or cause
         to be taken, all actions,  steps and corporate proceedings necessary or
         desirable  to  validly  and   effectively   approve  or  authorize  the
         completion of the transactions herein provided for and the Vendor shall
         deliver or cause to be delivered to the Purchaser:

         (a)      the Shares, duly endorsed for transfer;

         (b)      certified   copy  of  directors   resolution   of  the  Vendor
                  authorizing  and  approving  the transfer of the Shares to the
                  Purchaser;

         (c)      certified   copy  of  directors   resolution  of  the  Company
                  transferring the Shares to the Purchaser;

         (d)      any Consents;

         (e)      the  resignations  of each  of the  nominee  directors  of the
                  Vendor from the board of directors of the Company; and

                                       15



         (f)      any and all such further certificates, agreements or documents
                  as reasonably required by the Purchaser to give effect to this
                  Agreement.

7.3      Contemporaneously  with  fulfilment  of  the  foregoing  provisions  of
         Section  7.2 and upon  fulfilment  of the  conditions  in favour of the
         Purchaser that have not been waived in writing as therein provided, the
         Purchaser shall deliver to the Vendor:

         (a)      a certified cheque,  bank draft or wire transfer payable to or
                  to the order of the  Vendor in the  amount  of  $2,500,000  in
                  accordance with Section 3.2(a) of this Agreement;

         (b)      a  promissory  note,  substantially  in the  form and upon the
                  terms  and  conditions  of the  promissory  note set  forth in
                  Schedule  "A"  attached  hereto,  in  accordance  with Section
                  3.2(b) of this Agreement;

         (c)      copy of  certificates,  duly legended,  representing  the CBBC
                  Shares in accordance with Section 3.2(c) of this Agreement;

         (d)      certified  copy  of  directors  resolution  of  the  Purchaser
                  issuing the CBBC Shares to the Vendor in  satisfaction  of the
                  Purchase Price; and

         (e)      any and all such further certificates, agreements or documents
                  as  reasonably  required  by the Vendor to give effect to this
                  Agreement.

8.       NON COMPETITION

8.1      For a period of two years following the Closing Date and so long as any
         part of the Purchase Price shall remain unpaid,  the Vendor agrees that
         it will not, without the prior written consent of the Purchaser, either
         individually  or in  conjunction  with any other person or persons,  as
         principal, agent, partner, co-venturer, shareholder, investor, advisor,
         consultant,  officer,  director,  employee or otherwise,  in any manner
         whatsoever  become engaged in,  interested in or concerned  with, or be
         engaged in, interested in or concerned with, or advise,  lend money to,
         guarantee  the debts or  obligations  of, permit its name to be used or
         employed  by,  or  associated  with,  or be  connected  in  any  manner
         whatsoever  with, any person or persons engaged with,  interested in or
         concerned  with a  business  in those  cities  set forth in  Schedule B
         hereto  which  is the same as or  similar  to or  competitive  with the
         business of the Company as presently carried on by it.

9.       CONFIDENTIALITY

9.1      "Confidential  Information"  means any oral, written or electronic data
         and  information  now or hereafter  existing  relating to the business,
         products, trade-secrets,  know-how and management of the Company or the
         Purchaser  which is treated by the  Company  and/or  the  Purchaser  as
         confidential.

9.2      The Vendor hereby agrees:

         (a)      between the date hereof and the expiry of two years  following
                  the Closing  Date,  to keep all  Confidential  Information  in
                  strictest  confidence and not to disclose or permit disclosure
                  of all or any portion of such Confidential  Information to any
                  person or persons,  except as otherwise expressly permitted by
                  this  Agreement,  or with the  prior  written  consent  of the
                  Purchaser, which consent may be unreasonably withheld;

                                       16



         (b)      to use all reasonable  efforts to ensure the protection of the
                  confidentiality of the Confidential Information of the Company
                  and/or the Purchaser; and

         (c)      not to use all or any portion of the Confidential  Information
                  of the Company  and/or the  Purchaser  in any way which may be
                  reasonably  considered  detrimental  to  the  business  and/or
                  operations of the Company and/or the Purchaser.

10.      REMEDIES

10.1     It is further  understood  and agreed  that money  damages may not be a
         sufficient  remedy for any breach by the  Vendor of the  provisions  of
         Section 9 of this  Agreement and that in the event of such breach,  the
         Purchaser  shall be  entitled  to specific  performance  or  injunctive
         relief as a remedy for any breach. The exercise of any remedy shall not
         be deemed to be the exclusive remedy for a breach of these  provisions,
         but shall be in  addition  to all other  remedies  available  at law or
         equity.

11.      SURVIVAL AND INDEMNITY

11.1     The  covenants,   representations  and  warranties  contained  in  this
         Agreement  and given by any of the parties  hereto  respectively  shall
         survive  the  Closing of the sale and  purchase  of the  Shares  herein
         provided for and shall survive  notwithstanding  any investigation made
         by any party prior to the Closing Date,  shall not merge with any deed,
         conveyance  or other  transfer,  instrument or other  agreement  giving
         effect hereto,  and shall survive any amalgamation or reorganization or
         merger entered into by any party and,  notwithstanding such Closing and
         any  investigation  by or on behalf of any party, and shall continue in
         full force and effect indefinitely.

11.2     Without prejudice to any other remedy available to the Purchaser at law
         or in equity, the Vendor does hereby agree, on demand, to indemnify and
         save  harmless  the  Purchaser  from and  against  all costs,  damages,
         deficiencies,  demands,  injury,  liabilities (whether accrued, actual,
         contingent or otherwise),  losses, claims,  judgments,  amounts paid in
         settlement  of actions  or  claims,  and  expenses  (including  but not
         limiting to legal fees and  disbursements  on a  solicitor  and his own
         client  basis) and any manner  accruing  from,  arising  out of or with
         respect to or relating to any of the  representations,  warranties  and
         covenants of the Vendor  contained  herein being untrue or incorrect or
         the failure of the Vendor to observe or perform any of its  obligations
         hereunder or as a result of the  Purchaser  owning and  possessing  the
         Shares, as and from the Closing Date.

11.3     Without prejudice to any other remedy available to the Vendor at law or
         in equity, the Purchaser does hereby agree, on demand, to indemnify and
         save  harmless  the  Vendor  from  and  against  all  costs,   damages,
         deficiencies,  demands,  injury,  liabilities (whether accrued, actual,
         contingent or otherwise),  losses, claims,  judgments,  amounts paid in
         settlement  of actions  or  claims,  and  expenses  (including  but not
         limiting to legal fees and  disbursements  on a  solicitor  and his own
         client  basis) and any manner  accruing  from,  arising  out of or with
         respect to or relating to any of the  representations,  warranties  and
         covenants of the Purchaser  contained  herein being untrue or incorrect
         or the  failure of the  Purchaser  to  observe  or  perform  any of its
         obligations  hereunder  or  as  a  result  of  the  Vendor  owning  and
         possessing the CBBC Shares, as and from the Closing Date

12.      DISCLOSURE/PRESS RELEASES

12.1     Prior to issuing any press  release,  advertising,  publicity or public
         statement or in any way engaging in any other form of public disclosure
         that indicates the existence of or terms of this  Agreement  and/or the
         agreements contemplated hereunder ("Press Release"),  each party hereby

                                       17



         agrees to give  notice to the other party of its  intention  to issue a
         Press  Release,  deliver a draft copy of the Press Release to the other
         party and allow the other  party an  opportunity  to  comment  upon the
         contents of the draft Press Release  within  twenty-four  (24) hours of
         receipt  by such other  party of the draft  Press  Release.  Each party
         further  agrees to use its best  efforts to address any comments of the
         other party received by it within the twenty-four  (hour) period during
         which the other party has had the  opportunity  to review the  proposed
         Press Release.  The  obligations of the parties as provided for in this
         Section  12.1 in no way impose  upon  either  party the  obligation  to
         receive  the prior  approval  and/or  consent of the other party to the
         issuance and/or dissemination of a Press Release by such party.

                                       18



13.      GENERAL

13.1     SUCCESSORS AND ASSIGNS.  Except as otherwise provided herein, the terms
         and conditions of this  Agreement  shall inure to the benefit of and be
         binding  upon the  respective  successors  and  assigns of the  parties
         (including  transferees of any Shares or CBBC Shares).  Nothing in this
         Agreement,  express or  implied,  is intended to confer upon any party,
         other  than the  parties  hereto  or their  respective  successors  and
         assigns, any rights,  remedies,  obligations or liabilities under or by
         reason  of  this  Agreement,  except  as  expressly  provided  in  this
         Agreement.

13.2     GOVERNING LAW. This Agreement  shall be governed by and construed under
         the laws of the State of  California  as  applied to  agreements  among
         California  residents entered into and to be performed  entirely within
         the State of California.

13.3     NOTICES.  All  notices  required  or  permitted  hereunder  shall be in
         writing  and  shall be  deemed  effectively  given:  (i) upon  personal
         delivery  to the party to be  notified,  (ii)  when  sent by  confirmed
         facsimile if sent during normal  business  hours of the  recipient,  if
         not, then on the next  business day;  (iii) five days after having been
         sent by registered or certified mail, return receipt requested, postage
         prepaid;  or (iv) one day after  deposit with a  nationally  recognized
         overnight   courier,   specifying  next  day  delivery,   with  written
         verification  of  receipt.  All  communications  shall  be  sent to the
         address  as set forth on the  signature  page  hereof or at such  other
         address as such party may designate by ten days advance  written notice
         to the other parties hereto and if to the Vendor, with a copy to Latham
         & Watkins, 505 Montgomery Street,  Suite 1900, San Francisco,  CA 94111
         (Fax no.  415/395-8095) Attn: Tad Freese and if to the Purchaser and/or
         the Company, with a copy to Koffman Kalef, 19th Floor, 885 West Georgia
         Street,   Vancouver,   British  Columbia,   Canada  V6C  3H4  (Fax  no.
         604/891-3788) Attn: Bernard Poznanski.

13.4     EXPENSES.  Irrespective of whether the Closing is effected,  each party
         shall pay all costs and  expenses  that it incurs  with  respect to the
         negotiation,  execution, delivery and performance of this Agreement and
         the agreements contemplated hereunder.

13.5     TIME OF THE ESSENCE.  Time shall be of the essence in the  performance
         by each party of its  respective obligations under this Agreement.

13.6     AMENDMENTS  AND WAIVERS.  Any term of this Agreement may be amended and
         the  observance  of any term of this  Agreement  may be waived  (either
         generally  or in a  particular  instance  and either  retroactively  or
         prospectively),  only with the written  consent of the parties  hereto.
         Any amendment or waiver  effected in accordance  with this Section 13.6
         shall be binding  upon the holder of the  Shares  purchased  under this
         Agreement at the time outstanding, each future holder of all the Shares
         and the Company.

13.7     SEVERABILITY.  If one or more  provisions of this Agreement are held to
         be unenforceable under applicable law, such provision shall be excluded
         from  this  Agreement  and  the  balance  of  the  Agreement  shall  be
         interpreted  as if  such  provision  were  so  excluded  and  shall  be
         enforceable in accordance with its terms.

13.8     ENTIRE AGREEMENT.  This Agreement and the documents  referred to herein
         constitute the entire agreement among the parties and no party shall be
         liable or bound to any  other  party in any  manner by any  warranties,
         representations or covenants except as specifically set forth herein or
         therein.

                                       19



13.9     Counterparts.   This   Agreement   may  be  executed  in  two  or  more
         counterparts,  each of which  shall be deemed an  original,  but all of
         which together shall constitute one and the same instrument.



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



SOFTNET SYSTEMS, INC.


Per:
      -----------------------------------------------
      Authorized Signatory


CHINA BROADBAND CORP.


Per:
      -----------------------------------------------
      Authorized Signatory



BIG SKY NETWORK CANADA LTD.


Per:
      -----------------------------------------------
      Authorized Signatory


                                       20




                                  SCHEDULE "A"

                         FORM OF SECURED PROMISSORY NOTE


AMOUNT: $________________                            DUE: September 30, 2001
                                                          ------------------


FOR VALUE RECEIVED China Broadband Corp. (the "Borrower") hereby unconditionally
promises to pay to or to the order of Softnet Systems, Inc. (the "Lender") on or
before  September  30,  2001 at the  offices of the  Lender  located at the date
hereof at 650 Townsend Street, San Francisco,  California,  94103, the principal
amount of o ($o) (the  "Principal  Amount") plus interest  accrued from the date
hereof at a rate of 8% per annum.

The Borrower shall be entitled to repay at any time and from time to time all or
any part of the Principal  Amount then  outstanding  under this Promissory Note.
Such  prepayment  shall be made by the Borrower to the Lender  without  premium,
penalty or bonus.

The Borrower hereby expressly waives the presentation,  demand,  protest, notice
of default, notice of acceleration and any other notice of any kind hereunder.

Payment of this  Promissory Note shall be secured at Lender's cost by all of the
assets of the Borrower. Upon reasonable request by Lender, Borrower shall do any
and all  reasonable  acts  necessary to assist  Lender to perfect such  security
interest.

The  occurrence of any of the following  shall  constitute an "Event of Default"
under this Promissory Note:

         (1) the failure to make any payment of principal, interest or any other
amount payable  hereunder when due under this  Promissory  Note or the breach of
any  other  condition  or  obligation   under  this  Promissory  Note,  and  the
continuation of such failure or breach for five (5) days;

         (2) the filing of a petition by or against the Borrower under any pro-
vision of the  Bankruptcy  Reform Act,  Title 11 of the United  States Code, as
amended or recodified  from time to time, or under any similar law relating to
bankruptcy, insolvency or other relief for debtors;or appointment of a receiver,
trustee, custodian or  liquidator  of or for all or any part of the assets or
property of the Borrower;  or the  insolvency  of the  Borrower;  or the making
of a general assignment for the benefit of creditors by the Borrower;

         (3)      causing China Broadband (BVI) Corp. (CBBC (BVI)), an interna-
tional  company incorporated pursuant to the laws of the British  Virgin islands
and a  wholly-owned  subsidiary of the Borrower,  to transfer any of the shares
of Big Sky Network Canada Ltd. owned by CBBC (BVI); or

         (4)      the dissolution or liquidation of the Borrower.

Upon the occurrence of any Event of Default,  the Lender, at its option, may (i)
by  notice  to the  Borrower,  declare  the  unpaid  principal  amount  of  this
Promissory  Note,  all interest  accrued and unpaid hereon and all other amounts
payable  hereunder  to be  immediately  due and  payable,  whereupon  the unpaid
principal  amount of this  Promissory  Note all such interest and all such other
amounts shall become immediately due and payable,  without presentment,  demand,
protest  or further  notice of any kind;  and (ii)  whether  or not the  actions
referred  to in  clause  (i) have been  taken,  after  sixty  (60) days from the
occurrence  of  such

                                       21



event,  exercise  any or all of the  Lender's  rights  and remedies  hereunder
and  proceed  to  enforce  all other  rights  and  remedies available to the
Lender under applicable law.

The  Borrower  agrees to pay on  demand  all the  losses,  costs,  and  expenses
(including,  without  limitation,  attorneys' fees and disbursements)  which the
Lender incurs in connection  with  enforcement or attempted  enforcement of this
Promissory  Note, or the protection or preservation of the Lender's rights under
this Promissory Note, whether by judicial  proceedings or otherwise.  Such costs
and expenses include, without limitation,  those incurred in connection with any
workout or refinancing,  or any bankruptcy,  insolvency,  liquidation or similar
proceedings.

The Borrower hereby waives diligence,  demand,  presentment,  protest or further
notice  of any  kind.  The  Borrower  agrees  to make all  payments  under  this
Promissory  Note without setoff or deduction and regardless of any  counterclaim
or defence.

No single or partial  exercise  of any power  under this  Promissory  Note shall
preclude  any other or further  exercise  of such power or exercise of any other
power.  No delay or omission on the part of the Lender in  exercising  any right
under this  Promissory Note shall operate as a waiver of such right or any other
right hereunder.

This  Promissory  Note  shall be  binding on the  Borrower  and his  successors,
assigns, personal representatives,  executors, heirs, and legatees, and shall be
binding upon and inure to the benefit of the Lender,  any future  holder of this
Promissory  Note and  their  respective  successors  and  assigns.  Neither  the
Borrower nor the Lender may assign or transfer  this  Promissory  Note or any of
his obligations hereunder without the other party's prior written consent.

THIS  PROMISSORY  NOTE SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH
CALIFORNIA LAW.

The Borrower and the Lender hereby (i) submit to the  nonexclusive  jurisdiction
of the courts of the State of  California  and the federal  courts of the United
States  sitting in the  Northern  District  of the State of  California  for the
purpose  of any  action  or  proceeding  arising  out  of or  relating  to  this
Promissory  Note,  (ii) agree  that all claims in respect of any such  action or
proceeding may be heard and determined in such courts,  (iii)  irrevocably waive
(to the extent  permitted by  applicable  law) any  objection  which they now or
hereafter  may have to the  laying  of venue of any such  action  or  proceeding
brought in any of the  foregoing  courts,  and any objection on the grounds that
any  such  action  or  proceeding  in any such  court  has  been  brought  in an
inconvenient  forum and (iv) agree that a final  judgment  in any such action or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the judgment or in any other manner permitted by law.

THE BORROWER AND LENDER HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING OUT OF OR RELATED
TO THIS PROMISSORY NOTE, OR THE TRANSACTIONS  CONTEMPLATED HEREBY IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR PARTIES.  THE BORROWER AND LENDER  HEREBY AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
IN ANY WAY LIMITING THE  FOREGOING,  THE BORROWER AND LENDER  FURTHER AGREE THAT
THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION,  COUNTERCLAIM OR OTHER  PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR  ENFORCEABILITY  OF THIS PROMISSORY  NOTE, OR
ANY PROVISION HEREOF.

                                       22







CHINA BROADBAND CORP.


Per:
      -----------------------------------------------
      Authorized Signatory









                                       23