UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                      Pursuant to Sections 13 or 15(d) of
                      The Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): May 13th, 1997


<PAGE>






                                 CHANNEL i INC.
               (Exact name of registrant as specified in charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)


         

                  0-25680                           33-0264030
         (Commission File Number)                 (I.R.S. Employer
                                               Identification Number)



        700 - 555 West Hastings Street, Vancouver, BC., Canada, V6B 4N5
             (Address of Principal Executive Offices and Zip Code)


                                 (604) 482-1211
             (Registrant's telephone number, including area code)




         (Former name or former address, if changed since last report)




<PAGE>

Item 1.    Change in Control

On May 13th, 1997, Channel i Inc., (the "Company"),  finalized  negotiations and
entered into a binding agreement (the "Agreement"),  for the purchase of all the
issued  and   outstanding   shares  of  the  capital  stock  of  Major  Wireless
Communications  Inc.,  ("MWCI"),  a Canadian  corporation,  incorporated  in the
Province of British Columbia.  In return, the Company will issue to the Vendors,
a total of 4,000,000  shares of the Companys  authorized  but unissued  Series B
Voting  Convertible  Preferred  Stock,  $0.001 par value per  share,  ("Series B
Stock").  Each  share of Series B Stock may be  converted,  at the option of the
holder,  into 10 fully  paid,  nonassessable  shares of the common  stock of the
Company  along  with the right to vote in the  election  of  directors  of the
Company and on all other matters upon which shareholders of the Company may or
must vote,  with each such share  entitled to 10 votes.  No dividends  shall be
payable on the Series B Stock.

While the  Agreement  calls for the issuing of the said  Series B Stock,  actual
delivery to the Vendors is subject to the  attainment by MWCI of certain  levels
of performance in its business, more particularly set out in Schedule "A" to the
Agreement,  and reproduced under Item 2 below. The business of MWCI is described
under Item 2 below.

Management:

The Agreement makes no provision for a change in either the Board of Directors
or the Officers of the Company.


<PAGE>



Beneficial Ownership Following Acquisition:

The following  table sets forth the names of persons who own of record,  or were
known by the Company to own  beneficially,  more than five  percent of its total
issued and  outstanding  voting stock and the  beneficial  ownership of all such
stock as of that date by  officers  and  directors  of the  Company and all such
executive officers and directors as a group, giving effect to the acquisition of
MWCI and the  issuance  of Series B Stock to the  Vendors.  Except as  otherwise
noted,  each person listed below is the sole beneficial  owner of the shares and
has sole investment and voting power as to such shares. In addition to 7,877,559
common  shares  issued and  outstanding,  there are  298,125  shares of Series A
Voting Convertible Preferred Stock outstanding which vote with the common shares
and are  entitled to cast  2,981,250  votes.  The  4,000,000  shares of Series B
Voting Convertible  Preferred Stock issued to the shareholders of MWCI also vote
with the common  shares and are  entitled  to cast an  aggregate  of  40,000,000
votes.  The following table is based upon the 50,858,809  votes that the holders
of the  various  classes  and  series  of the  Company's  outstanding  stock are
entitled to cast, and, except as otherwise  noted,  without  including or giving
effect to any  outstanding  options or  warrants: 
<TABLE>
<S>                  <C>                 <C>                      <C>                  <C>  
          
Class of Stock       Beneficial Owner    No. Preferred Shares     Equivalent No. of    Pct. of Total 
                                         Beneficially Owned         Common Shares      Voting Power

Series B Voting      Pacific Western
Conv. Preferred      Mortgage Corp.     2,700,000                 27,000,000           53.1%
    (1) 

SAME                 Rick Antoine       650,000                   6,500,000            12.9%

SAME                 Stephen Grant      600,000                   6,000,000            11.9%

Common Stock         Robert G. Clarke     -0-                         -0-               -0-

SAME                 Walter Pickering     -0-                         -0-               -0-

SAME                 Charlie Rodriguez  625,000                   625,000             1.2% (2)

SAME                All executive 
                    Officers and
                    Directors as a
                    Group (3 persons)   625,000                   625,000             1.2% (2)
</TABLE>




(1) Holds title on behalf of numerous parties, all of whom are Non-U.S. citizens
or  residents  and none of whom will  individually  hold 5% or more of the total
votes in the Company.  It is the holder's  intention to transfer these shares to
such parties within 45 days. (2) Includes  317,000 shares subject to unexercised
options.







<PAGE>



Item 2.           Acquisition or Disposition of Assets.

The Assets:

On February 7th, 1997, the Company entered into negotiations with the holders of
all the issued and  outstanding  capital stock in Major Wireless  Communications
Inc., ("MWCI"), a Canadian company,  incorporated under the laws of the Province
of British Columbia, for the purchase of all such stock. At that time, agreement
was  reached  on a number of issues  including  the price for such stock and the
consideration  to be paid for same.  Final  agreement  was  reached on all terms
resulting in a binding Share Exchange  Agreement  being executed on the 13th day
of May, 1997, (the  "Agreement")  with the exchange itself having been completed
on May 21st, 1997.

The capital stock of MWCI consists of 1600 Class A shares  without par value and
1600 Class B shares  without par value,  the  particulars  of which as they were
held by each of the Vendors on the 13th day of May, 1997, is as follows:

                                                  Class A         Class B 
Rick Antoine                                        260             260 
Stephen Grant                                       240             240 
Tim Zboyovsky                                        20              20 
Pacific Western Mortgage Corp.                    1,080           1,080

There is no material  relationship between any of the Vendors and the Company or
any of its Directors or Officers.

The Consideration:

The  Agreement  provides  that the Company  would issue and  allocate  among the
Vendors in proportion to their ownership of the MWCI shares,  4,000,000 Series B
Voting Convertible Preferred Shares, $.001 par value per share, in the Company"s
stock,  (the "Exchange  Shares").  Each Exchange Share may be converted,  at the
option of the holder, into 10 common shares and each Exchange Share carries with
it 10 votes to be exercised with the Common shares.  The Exchange shares do not
include the right to participate in dividends.

The Agreement includes  provisions for the retention of the said Exchange shares
by the  Secretary of the Company for delivery  upon the  fulfillment  of certain
events by MWCI.  These events are specified in Schedule A to the said  Agreement
and the following  schedule  references the various stages at which the Exchange
Shares will be released and the amount of shares in each instance:

"Prototype"  refers to the complete system enabling such wireless  transmission.
"License  agreements"  refers  to the  agreements  between  MWCI and  individual
Internet  servers for the use of MWCI's system and "Gross revenue"  includes all
cumulative  revenue  generated by MWCI whether from License  fees,  the lease or
sale of equipment or  otherwise,  but does not include any taxes  required to be
collected by MWCI with respect to same.

Event                                                % of shares released

Prototype development completed                      5%
Prototype operational in one community               10%
25 Non-conditional License agreements
signed with non-refundable deposits received.        15%


<PAGE>



25 Licensees operational utilizing the system        15%
Gross revenue exceeds $10 million CDN                25%
Gross revenue exceeds $25 million CDN                30%  

The  retention  period  is for a term of 5 years  and may be  extended  up to an
additional 2 years at the discretion of the Board of Directors.  If the Exchange
shares are not released  they may be cancelled  by the  Company.  The  principal
Parties to the agreement entered into a supplementary  agreement dated May 13th,
1997 whereby it was agreed that none of the Vendors would  exercise  their right
to convert until the events specified above had been fulfilled.


                                  The Business

Forward-Looking Information.

     This report  contains  certain  forward-looking  statements and information
relating to the Company that are based on the beliefs of its  management as well
as assumptions  made by and information  currently  available to its management.
When  used  in this  report,  the  words  "anticipate",  "believe",  "estimate",
"expect",  "intend",  "plan",  and  similar  expressions  as they  relate to the
Company or its management, are intended to identify forward-looking  statements.
These statement reflect management's current view of the Company with respect to
future events and are subject to certain risks,  uncertainties  and assumptions.
Should any of these risks or  uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described in this report as  anticipated,  estimated or expected.  The Company's
realization of its business aims could be materially  and adversely  affected by
any technical or other problems in, or  difficulties  with,  planned funding and
technologies,  third party technologies which render the Company's  technologies
obsolete,  the  unavailability  of required third party  technology  licenses on
commercially  reasonable  terms,  the  loss  of  key  research  and  development
personnel, the inability or failure to recruit and retain qualified research and
development  personnel,  or the  adoption  of  technology  standards  which  are
different from technologies around which the Company's  business ultimately is
built. The Company does not intend to update these forward-looking statements.


Business of Major Wireless.

     Major Wireless is a development stage Canadian Company,  incorporated under
the laws of the Province of British Columbia. It was founded to design,  develop
and distribute more efficient and cost effective network  communications between
Internet  users and  Internet  providers  (ISP's).  The  Company  believes  this
objective  can be  achieved  by  combining  and  designing  a variety  of unique
communication  links  between  Internet  users and ISP's.  Major  Wireless  is a
high-technology  start-up company with proprietary  technologies at the stage of
developing prototype  communication units to thoroughly test the initial models.
Major  Wireless is subject to all of the risks  inherent  in a start-up  company
developing  unproven  technology,  and no assurance  can be made that it will be
successful.  In particular,  Major Wireless will be dependent upon the Company's
ability to raise the necessary funds for research and development, manufacturing
and operating capital. While the Company believes it can raise the funds needed,
there can be no assurances that the funding will be available.





<PAGE>



Major Wireless "WaveRider" Technolgy.

     The  Major  Wireless  "Last  Mile  Solution"   communications   technology,
developed  under  the name  "WaveRider,  utilizes  spread  spectrum  modems as a
cost-effective, reliable alternative to local loops and dedicated lines provided
by existing public switched telephone networks (PSTN).  WaveRider will provide a
disaster-resistant  communications  link  in the  902 to 928  mhz  band.  Spread
spectrum was initially established for military purposes and contrasts with wire
and fibre optic cable which are  susceptible  to disruption  due to a variety of
reasons.  The  WaveRider  technology  is resistant to jamming and  interference,
detection and interception and has the capability for encryption.  Currently the
Federal Communications  Commission (FCC) requires no license for the use of this
means of communication so long as FCC guidelines are followed.

     The WaveRider  technology is being designed so that each customer will have
a unique serial number  encrypted into the hardware  component that is linked to
the  customer's  computer.  The unit will see only  data  addressed  to  itself.
Through the use of a  proprietary  data packet  format,  each unit will transact
with an access point only when requested to do so. Custom designed  verification
and  encryption/decryption  hardware and  software  ensures that each packet can
only be read by its intended receiver.

     Communications  signals can be greatly increased in bandwidth by factors of
10 to 10,000 by combining them with binary  sequences using several  techniques.
Conventional  signals such as narrow-band  FM, SSB, and CW are rejected,  as are
other  spread-spectrum  signals not bearing the  desired  coding  sequence.  The
result  is a type of  private  channel,  one in which  only the  spread-spectrum
signal  using the same  pseudo-noise  sequence  will be accepted by the end-user
receiver.

     A beneficial  effect of the signal  spreading  process is that the receiver
can reject strong undesired  signals,  even those much stronger than the desired
spread-spectrum  signal power density.  The spread-spectrum  signal is below the
noise floor of a  conventional  receiver and thus  invisible to it, while it can
clearly be received with a spread-spectrum receiver. The use of different binary
sequences  allows several  spread-spectrum  systems to operate  independently of
each other within the same band. This technology reduces the communication costs
of an ISP and provides a customer with a more cost effective,  more reliable and
faster Internet access service (communication link).


Markets for the WaveRider Technology.

     Currently,  market  topology for Internet and network  access may be broken
down into  three  specific  areas:  

1.   Low-speed home user access via analog telephone services;

2.   Mid-range  end-user/small  business  access via ISDN or switch 56 services;
     and

3.   High-speed  business and educational  access supplied by fractional T1 over
     hyperstream/frame relay or ATM networks.

     Each of the above  markets  have their  inherent  problems.  Virtually  all
dial-up  access  currently  is  limited to a maximum  of  33.6Kbs.  There are no
restrictions  and bottlenecks  imposed at the network access point due to issues
such as limited  dial-in  services  or  compatibility-related  problems  between
modems  produced by  different  manufacturers.  Mid-range  services  via ISDN or
similar circuits also display inherent problems due to limited provisions at the
network access center;  and in many cases,  the cost of these circuits make them
an unattractive  option.  Finally,  high-speed business access via fractional T1
lines have been primarily reserved for the ISP and larger corporations  strictly
due to the costs of engineering and maintaining these circuits.


<PAGE>





     The WaveRider  technology  lends itself to accommodate all three areas with
out changing the basic technology or structure of the network. Specifically, the
WaveRider  technology  offers  solutions to meet every aspect of today's market,
from low-speed  Internet access (33.6kbs)  straight through to the equivalent of
multiple T1 lines  without  changing  the hardware  involved.  This allows Major
Wireless to provide a flexible, upgradeable,  network, where the end user, be it
home user,  small  business,  or large  corporation,  has the option to pick the
"flavor" of network access best suited to the user's environment. Finally due to
the secure nature of the technology  utilized,  the WaveRider technology permits
Secure Private Virtual Networking  services which other platforms cannot provide
without the addition of expensive equipment.

MWCI has  offices  located  in Salmon  Arm,  British  Columbia  from  which some
administration,  research and  development and assembly  occurs.  MWCI has sales
management  and training  facilities set up in Vancouver,  British  Columbia and
Montreal, Quebec.

There are no plans by the Company to alter or change the plans or  directions
currently being pursued by MWCI.


Item 7.           Financial Statements and Exhibits.

(a)  Financial Statements.  The required financial statements are anticipated to
     be filed within the 60 day period permitted by Item 7(b) of Form 8-K.

(b)  Pro  Forma  Financial   Information.   The  required  pro  forma  financial
     information is  anticipated to be filed within the 60 day period  permitted
     by Item 7(b) of Form 8-K.

(c)  Exhibits.  The following  documents are filed as exhibits to this report on
     Form 8-K

     2.1 Share  Exchange  agreement  executed the 13th day of May,  1997 between
Channel i Inc.,  Rich Antoine,  Stephen Grant,  Tim Zboyovsky,  Pacific  Western
Mortgage Corp., and Major Wireless Communications inc.

     10.1 Collateral agreement among the parties executed the 13th day of May,
1997.



     Item 9. Sale of Equity Securities Pursuant to Regulation S.

     The said  Exchange  Shares were issued on May 21st,  1997 and have not been
registered under the Securities Act of 1933 as amended, (the "Act"), in reliance
upon the exemption from registration  provided by Rule 902 c) 2) of Regulation S
under the Act, on the grounds  that the  Exchange is an  off-shore  transaction,
that no Vendor or person or entity having a beneficial  interest in the Exchange
Shares is a "U.S.  Person" and that the  Exchange  Shares have been  offered and
will be issued solely outside the United States of America.


<PAGE>


Signatures:

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this current  report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized. Dated: May 27th, 1997.

                                         Channel i. Inc.

                                         Per: /s/ Robert Clarke
                                              ------------------
                                              Robert Clarke
                                              President


<PAGE>

                            SHARE EXCHANGE AGREEMENT

BETWEEN:

CHANNEL i INC., a body  corporate,  incorporated  under the laws of the State of
Nevada,  United  States of America,  with offices at 700, 555 West Hastings St.,
Vancouver, British Columbia, Canada, V6B 4N5.
(hereafter referred to as the "Purchaser")

AND:
RICK ANTOINE,  "Businessman" of Box 538, Salmon Arm, B.C., Can., V1E 4N6

STEPHEN GRANT, "Businessman" of  3702 Wilho Rd., Sorrento, B.C., Can. V0E 1W0

TIM ZBOYOVSKY,  "Businessman"  of Box 142,  Salmon Arm, B.C.,  Can., V1E 4N2 and
PACIFIC WESTERN MORTGAGE CORP., a body corporate, incorporated under the laws of
the Province of British Columbia, Canada, with offices at 300 Stewart Road, Salt
Spring Island,  British Columbia,  V8K 2C4,  (hereafter  collectively called the
"Vendors")

AND:

MAJOR WIRELESS  COMMUNICATIONS  INC., a body corporate,  incorporated  under the
laws of the  Province of British  Columbia,  Canada,  with offices at 141 Hudson
Ave.,  N.E.,  (Box  3218),  Salmon  Arm,  British  Columbia,  Canada,  V1E  4R9.
(hereafter called "MWCI")

WHEREAS:

A. The  Vendors  are the  registered  owners of all the issued  and  outstanding
shares of the capital stock of MWCI, the particulars of which are as follows:

                                                  Class A           Class B
                                                  -------           -------
Rick Antoine                                         260              260
Stephen Grant                                        240              240
Tim Zboyovsky                                         20               20
Pacific Western Mortgage Corp.                      1080             1080


B.   On February  7th,  1997,  negotiations  were  commenced  and  agreement was
     reached,  on a number  of the basic  terms of this  agreement  whereby  the
     Purchaser agreed to purchase all of the said shares of the capital stock of
     MWCI in  exchange  for the  issuance of certain  shares of the  Purchaser's
     stock in accordance  with an evaluation made as of that date, and which the
     Parties now wish to consummate in accordance  with the terms and conditions
     set forth herein;  C. The respective  boards of Directors of both Channel i
     Inc.  and MWCI deemed it to be in the best  interests  of their  respective
     Companies  to enter into this  agreement,  and have  approved the terms and
     contents of this agreement and the execution thereof;



<PAGE>





NOW THEREFORE,  in  consideration  of the premises,  and of the mutual promises,
covenants,  terms and  conditions  herein,  the  parties  covenant  and agree as
follows:


1. The Exchange:

1.01 Exchange of Shares: Subject to the terms and conditions  contained  herein,
at the closing of the transactions described in this agreement:

a)   The Vendors  and each of them,  shall sell,  transfer,  assign,  convey and
     deliver to the  Purchaser  all of the said shares  legally owned by them as
     previously described (hereafter referred to as the "Control Shares"),  free
     and clear of all adverse  claims,  security  interests,  liens,  claims and
     encumbrances  (other than restrictions  under applicable  securities laws),
     and the Purchaser shall accept and acquire the same;

b)   As payment in full for the control  shares,  the  Purchaser  shall  ratably
     issue and deliver to the Vendors and  aggregate of 4,000,000  shares of the
     Company's  authorized but unissued  Series B Voting  Convertible  Preferred
     Stock, $.001 par value per share,  (hereafter  referred to as the "Exchange
     Shares");  The Exchange Shares shall incorporate,  inter alia, the right of
     conversion  to  common  shares  at a ratio  of 10  common  shares  for each
     Exchange  Share and the right to vote with each  Exchange  Share  having 10
     votes.  The Exchange Shares shall be allocated among the Vendors and issued
     in  proportion  to their  ownership of Control  Shares.  The said  Exchange
     Shares  shall be held by the  Corporate  Secretary  and  shall be  actually
     released to the Vendors on the  occurrence of the events and in the numbers
     set forth in Schedule A hereto.  In the event any one or more of the events
     described  have not occurred  prior to the  expiration  of 5 years from the
     date of execution of this agreement,  the remaining  Exchange Shares not so
     released,  shall be  cancelled by the  Company;  provided  however that the
     Company,  by its Board of Directors at their sole  discretion and from time
     to time, may extend the said 5 year time frame for such  additional time or
     times  up to a  cumulative  period  of 2 years,  as it may deem  advisable,
     where,  in their sole  discretion,  the failure to do so would be unfair to
     the  Vendors.  So long as any of the said  Exchange  Shares are held by the
     Corporate  Secretary in accordance  with the terms of this  paragraph,  the
     registered  owners thereof shall have full voting rights  together with the
     right  to  received  dividends,  with  all  other  rights  associated  with
     ownership  of the said  Exchange  Shares to be subject to the terms of this
     paragraph.

c)   This  agreement  shall be deemed  effective  between  the   parties  as  of
     February  7th,  1997,  when certain of its  principal  terms  including the
     valuation  of shares,  were  negotiated  and agreed to. As of that date the
     market price of the Purchaser's Common shares was U.S. $0.0625 per share.

1.02 Adjustment: The number of Exchange shares shall be proportionally increased
or decreased,  should the  Purchaser's  stock be subject to a forward or reverse
split prior to closing.


<PAGE>





1.03 Entire Purchase Price:  The Exchange Shares  constitute the entire purchase
price payable for the Control  Shares.  The Exchange shares shall not be subject
to any  preemptive  rights,  options,  or  similar  rights  on the  part  of any
shareholder  or creditor of the  Purchaser  or any other  person or entity.  The
Vendors  hereby  acknowledge  the  sufficiency of the purchase  price,  and upon
consummation of the Exchange,  shall have no further rights in or claims to MWCI
and shall  thereafter  have  only  those  rights  accorded  shareholders  of the
Purchaser and as set forth in this agreement.

1.04 Included Assets: At the time of Closing, MWCI. shall continue to own all of
the assets and  properties,  both  tangible  and  intangible,  of every kind and
description,  owned by it on this date, plus all assets and properties as may be
acquired  prior to closing and  excepting  properties,  assets or cash  expended
solely in the ordinary course of business, without withdrawal or removal.

1.05 Breaches and  Violations:  If, and to the extent that the sale and purchase
of the Control  Shares is alleged to  constitute a breach of any lease,  loan or
financing agreement, or other contract,  license,  franchise,  permit, approval,
trust or other  property or  contractual  interest,  or a violation  of any law,
decree,  order,  regulation,  or other governmental  edict, both the Vendors and
MWCI shall expend all reasonable efforts at their respective  expense, to obtain
any consents and waivers of third  parties or otherwise  resolve any such breach
or violation and the Purchaser shall cooperate with them wherever possible.

1.06  Assumption of Ownership and Possession:  At closing,  Purchaser shall take
ownership,  possession  and  control of MWCI,  its books,  records,  properties,
assets and operations in whatever form the same may be and wherever the same may
be located.

1.07 Continuing  Obligation of the Parties:  The Parties hereto each agree that,
should anything required to be done,  conveyed or delivered by any party through
inadvertence or otherwise,  not be done, conveyed or delivered at Closing,  they
will each do, or cause to be done, such further or other acts as may be required
to complete the same.


1.08 Securities not Registered:  MWCI and the Vendors each acknowledge and agree
that the Exchange  shares have not been  registered  under the Securities Act of
1933, as amended,  (the "Act"), in reliance upon the exemption from registration
provided by Rule  902(c)(2)  of  Regulation S under the Act, on the grounds that
the Exchange  herein is an offshore  transaction,  that none of the Vendors is a
"U.S.  Person" and that the Exchange Shares have been offered and will be issued
solely outside the United States of America.  Each Vendor understands and agrees
that the prior  written  consent  of the  Purchaser  will be  necessary  for any
transfer of any or all of the Exchange  Shares,  unless and until the securities
have been duly  registered  under the Act or the transfer is made in  accordance
with an available  exemption  from  registration  under the Act.  The  Purchaser
similarly  acknowledges  that the Control Shares have not been registered  under
the Act and are restricted securities.

1.09 Restrictive  Legend:  The Vendors each acknowledge and agree,  that, unless
and until  removed in  accordance  with law, all  certificates  which are issued
evidencing  the Exchange  Shares,  shall contain a customary  form of investment
legend in substantially the following form:


<PAGE>





"The  shares  evidenced  by this  Certificate  and any other  securities  of the
corporation  into which such securities may be converted or exchanged,  have not
been registered under the U.S. Securities Act of 1933, (the "Act") but have been
offered and sold in reliance upon Regulation S under the Act.  Transfer of these
securities is prohibited  except in accordance with the provisions of Regulation
S or pursuant to registration  under the Act.", and which legend shall include a
self-liquidating or self-destructing date, where allowed by law.

1.10 Closing:  Subject to the conditions precedent set forth herein, the closing
of all transactions herein  contemplated,  ("Closing"),  shall take place at the
offices of the Purchaser C9. at 700, 555 West  Hastings  St.,  Vancouver,  B.C.,
Canada,  on or before the 13th day of May, 1997, at a time mutually agreed upon,
or such  earlier or later date and time as may be  mutually  agreed  upon by the
Parties.  This  agreement  shall be  effective  and  binding  when signed by all
Parties hereto.

1.11 The  Purchaser  has  registered  its  common  shares  under the  Securities
Exchange  Act of 1934,  as  amended  ("Exchange  Act"),  and is  subject  to the
information and reporting requirements of the Exchange Act. The Purchaser,  MWCI
and the Vendors  acknowledge  that the  following  filings must be made with the
U.S.  Securities and Exchange  Commission ("SEC"), in relation to this Agreement
and the transactions contemplated herein:

a)   A current report on Form 8-K must be filed by the Purchaser  within 15 days
     following the execution of this  Agreement  which  describes in details the
     terms of this Agreement and other required information, and certain audited
     and  unaudited  financial  statements  of MWCI will need to be timely filed
     with the SEC;

b)   If a  majority  of the  Purchaser's  board  of  Directors  will  change  in
     connection with this Agreement, a notice pursuant to SEC Rule 14F-1 must be
     filed with the SEC and mailed to the Purchaser's shareholders not less than
     10 days before the new directors take office;

c)   Every person who becomes an executive  officer or director of the Purchaser
     must within 10 days file with the SEC a report of beneficial ownership of
     securities on Form 3; 

d)   Upon  consummation of this Agreement,  every person who as a result becomes
     the  beneficial  owner of more  than 5% of  Purchaser's  voting  securities
     (including securities obtainable within 60 days upon exercise, exchange, or
     conversion of other securities),  must within 10 days, file with the SEC, a
     report of beneficial ownership of securities on Schedule 13D, and

e)   Upon  consummation of this Agreement,  every person who as a result becomes
     the beneficial owner of 10% or more of the Purchaser's  voting  securities,
     (including securities obtainable within 60 days upon exercise,  exchange or
     conversion of other securities), must file with the SEC a Form 3 containing
     all required information.

1.12 Approval of Certain Actions by Purchaser:  MWCI and the Vendors acknowledge
that they wish for the Purchaser to: i) increase its  authorized  capital stock,
and, ii) change its corporate name to WAIVERIDER COMMUNICATIONS INC. The Vendors
agree that they will,  following  consummation of this agreement and issuance to
them of the  Exchange  Shares,  vote such shares in favor of both  proposals  by
means of a consent in lieu of a shareholder meeting.


<PAGE>





1.13  SEC  Investigation:  The  staff  of the SEC in 1994  commenced  a  private
investigation  into,  among other things,  certain past equity offerings made by
Purchaser. This is a civil, not a criminal, investigation. The current executive
officers and directors of the Purchaser had no involvement  in the  transactions
which are the subject of the investigation.  If the SEC staff concludes that the
Purchaser, or affiliated persons,  violated United States securities laws, it is
possible  that the SEC will then  initiate  one of several  actions  against the
Purchaser and such persons. The potential actions which could be taken include a
civil action for damages or for injunctive or other relief,  or the commencement
of administrative proceedings by the Commission itself, against the Purchaser or
any affiliated individuals believed to have engaged in wrongdoing. The Purchaser
cannot  at this  time  predict  what  action,  if any,  the SEC staff or the SEC
itself, may later take, or what money damages or other relief it might seek, nor
can the effect  upon the  Purchaser  by  predicted.  Based on the facts known to
management  however,  the Purchaser  does not believe that it or any  affiliated
persons  engaged in  violations  of United  States  laws or rues or  regulations
thereunder.  The Purchaser has  cooperated  and intends to continue to cooperate
with  the SEC  staff  in  regard  to this  investigation.  Purchaser  has had no
communication  with the SEC staff for over a year and believes the investigation
has, as a practical matter, ended, but no assurance of this can be made.


2.  Representations  and Warranties of MWCI: MWCI hereby represents and warrants
that the  following  are true and correct as of the date hereof and will be true
and correct through to and including the Closing date, as if made on that latter
date:

a)   MWCI is a corporation duly organized, validly existing and in good standing
     under the laws of the  Province  of British  Columbia,  in the  Dominion of
     Canada with all  requisite  power and authority to carry on the business in
     which it is engaged and has no subsidiary.

b)   There are no claims, actions, suits, proceedings,  or investigations of any
     kind  pending  or  threatened  against  or  affecting  MWCI  or  any of its
     properties or business anywhere in the world.

c)   MWCI has  complied  in all  material  respects  with all  applicable  laws,
     regulations, and rules, applicable to its business or properties.

d)   All  taxes,  assessments  and  other  charges  owing by MWCI to any  taxing
     authority  shall have been duly paid and all  applicable  tax returns shall
     have been properly filed.

e) The  execution,  delivery and  performance  by MWCI of this agreement and any
other agreements  contemplated  hereby, and the consummation of the transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  requisite
corporate  action of MWCI. This agreement and any other  agreement  contemplated
hereby  have  been  and will be,  as of the  Closing  Date,  duly  executed  and
delivered by MWCI and constitutes and will constitute  legal,  valid and binding
obligations of MWCI,  enforceable against it in accordance with their respective
terms, except as may be limited by applicable bankruptcy,  insolvency or similar
laws affecting  creditors'  rights  generally,  or the availability of equitable
remedies.


<PAGE>





f)   No consent, approval, authorization, or order of any court, or other agency
     or  authority,  or any other  person  whatsoever,  is required  for MWCI to
     execute, deliver and consummate this agreement.

g)   As at the date of this  agreement,  the  authorized  capital  stock of MWCI
     consists of 2,220,000  shares  divided into:  10,000 Class A shares without
     par value,  10,000  Class B shares  without  par value,  2,000,000  Class C
     shares with a par value of $0.01 per share,  100,000  Class D shares with a
     par value of $0.01 per share,  and 100,000  Class E shares with a par value
     of $100.00 per share,  of which the  Control  Shares are the only shares of
     MWCI stock issued and  outstanding:  No other shares of capital  stock have
     been  authorized  or have  been  issued.  All of the  said  issued  and
     outstanding  shares have been duly authorized,  validly  issued,  and are
     fully paid and nonassessable. MWCI is not a party to, or bound by, nor does
     it have any knowledge of any agreement, instrument,  arrangement, contract,
     obligation,  commitment or understanding of any character,  whether written
     or oral,  express or implied,  whereby MWCI is bound to issue shares of its
     capital stock, or any instrument or right  convertible into or exchangeable
     for its capital stock, nor relating to the sale,  assignment,  encumbrance,
     conveyance, transfer or delivery of any capital stock of MWCI , of any type
     or class.  MWCI shall  provide to the  Purchaser  a list of all  registered
     holders of capital stock,  inc luding the number of shares held by each and
     the number of each  certifica te held,  duly  certified by the Secretary of
     MWCI.

h)   Outstanding  Options,  Warrants or other  Rights:  MWCI has no  outstanding
     warrants,  options or similar rights,  whether issued pursuant to a benefit
     or other plan or not,  whereby any  person may  subscribe  for or  purchase
     shares of its capital stock, nor are there any other securities outstanding
     which are convertible into or exchangeable for its capital stock.

i)   Stock or Other Benefit Plans: As of the date of this agreement and the date
     of closing, MWCI has not and will not have authorized or have in effect any
     stock option plan,  employee stock option or stock purchase plan,  dividend
     reinvestment  plan or similar plan pursuant to which any person is entitled
     to  acquire  capital  stock  of  MWCI  or  securities  convertible  into or
     exchangeable for capital stock of MWCI.

j)   Pension and Similar Plans: As of the date of this agreement and the date of
     closing,  MWCI has not and will not have  authorized  or have in effect any
     bonus,  deferred  compensation,  pension,  profit-sharing,  retirement   or
     similar plan  covering its  directors,  officers,  employees,  or any other
     persons whatsoever.

k    Financial Statements:  MWCI shall furnish to the Purchaser copies of its
     financial  statements,  unaudited  , to the  end of the  month  immediately
     preceeding  closing, a balance sheet, and an income statement and cash flow
     statement. Such statements shall fairly present the assets, liabilities and
     financial  condition of MWCI as of the said date,  shall have been prepared
     in conformity with generally accepted accounting  principles,  consistently
     applied  during  the  period  covered,  and  shall  include  all  notes and
     schedules thereto. In addition,  MWCI shall provide the Purchaser with such
     additional  financial  information,  books and records as the Purchaser may
     request,  all of which shall be furnished  no later than 60 days  following
     execution of this agreement.



<PAGE>





l)   Material Liabilities:  MWCI has not incurred any liabilities or obligations
     whatever,  (whether  direct,  indirect,  accrued,   contingent,   absolute,
     secured,  unsecured,  or otherwise),  including  liabilities as  guarantor,
     surety or otherwise for the  obligations of others and tax  liabilities due
     or to become due,  except as described in the  Financial  Statements  or as
     otherwise disclosed in writing to the Purchaser.

m)   Material Transactions and Adverse Changes:  Except as has been disclosed in
     writing to the  Purchaser,  MWCI has not and as of the date of Closing will
     not  have:  i)  suffered  any  materially  adverse  change  in its  assets,
     liabilities,  or  financial  condition  taken as a whole;  ii) suffered any
     damage or destruction in the nature of a casualty loss to any oneor more of
     its properties,  whether or not covered by insurance,  which singly,  or in
     the  aggregate,  are  materially  adverse to the  properties or business of
     MWCI; iii) purchased or redeemed any of its capital stock, or authorized or
     paid any stock dividends,  or authorized or paid any cash dividends or made
     any  distribution of capital or earnings,  or authorized or made any split,
     combination (reverse split), or other  reclassification of or affecting any
     of its capital  stock;  iv) made any change in any method of  accounting or
     accounting  practice,  including the revaluation of any asset; v) increased
     or made any  commitment  to  increase  the  salary,  fees or other forms of
     compensation of any employee, officer or director; or vi) agreed in writing
     or otherwise, to take any action described in this paragraph.

n)   Contracts:  MWCI has  provided or will  provide to the  Purchaser  prior to
     Closing, a copy of all contracts to which MWCI is a party or of which it is
     aware and which in any way, might affect MWCI or its business operations.

o)   Patents,  Trademarks, etc.: MWCI is in the process of applying for a patent
     or patents along with registered  trademarks associated with the technology
     and business of providing  internet services,  however,  these are still in
     the  formative  stages  and  no  patent  or  trademark  rights  are  as yet
     guaranteed.  MWCI  will  furnish  to  the  Purchaser  copies  of  all  such
     applications.

p)   Litigation:  There  are  no  claims,  actions,  suits,  proceedings  or
     investigations  pending or threatened  against or affecting MWCI, or any of
     its properties in any court or by or before any federal, state, provincial,
     municipal or other  governmental  department,  commission,  board,  bureau,
     agency  or other  instrumentality,  domestic  or  foreign,  or  arbitration
     tribunal or other forum  which,  if  determined  adversely  to MWCI,  would
     materially  m affect  its  business,  prospects,  properties  or  financial
     condition,  or its right to conduct business as being conducted or expected
     to be conducted, except as disclosed in writing to the Purchaser. There are
     no  judgments,  decrees,  injunctions,  writs,  orders  or  other  mandates
     outstanding  to which MWCI is a party or by which it is bound or  affected,
     except as disclosed in writing to the Purchaser.


<PAGE>





q)   Affiliate  Relationships:  MWCI is not indebted to any  officer,  director,
     employee,  shareholder  or agent thereof as of the date of this  Agreement,
     and no money or property is owed to MWCI by any officer, director, employee
     or shareholder thereof, except as disclosed in writing to the Purchaser.

r)   Salaries:  MWCI  has  delivered  to  the  Purchaser  a  true  and   correct
     description of the annual rate of compensation  (including benefits) of all
     employees of MWCI.  There is no obligation,  commitment or past  repetitive
     historical  practice of MWCI to pay  bonuses,  royalties  or other  similar
     compensation  designed to reward past  performance,  create  incentive  for
     future  performance,  or  otherwise,  to any  director,  officer  or  other
     employee of MWCI, except as disclosed to the Purchaser.

s)   Documents  Genuine:  All  originals  and/or  copies of MWCI's  articles  of
     incorporation and bylaws, each amended to date, and all minutes of meetings
     and written  consents in lieu of meetings of  shareholders,  directors  and
     committees  of directors  of MWCI,  financial  data,  and any and all other
     documents,  material, data, files or information which have been or will be
     furnished to the Purchaser,  are and will be true, complete and correct and
     unmodified originals and/or  copies  of such documents,  information, data,
     files or material. 

t)   Restrictive Covenants:  Prior to the consummation of the Exchange here in,
     MWCI,  shall conduct its business in the ordinary and usual course  without
     unusual  commitments and in compliance with all applicable  laws,  rules,
     and  regulations.  Furthermore,  MWCI will not,  without the prior  written
     consent of the Purchaser: i) make any changes to its capital structure, ii)
     incur any liability or obligation other than current  liabilities  incurred
     in the ordinary and usual course of business,  iii) incur any  indebtedness
     for borrowed money,  iv) make any loans or advances oth er than advances to
     employees in the  ordinary and usual course of business,  v) declare or pay
     any  dividend or make any other  distribution  with  respect to its capital
     stock,  vi) issue,  sell,  or deliver or purchase or otherwise  acquire for
     value any of its  stock or other  securities,  vii)  mortgage,  pledge,  or
     subject  to  encumbrance,  any of its assets or  properties,  viii) sell or
     transfer any of its assets or properties,  except in the ordinary and usual
     course of business,  ix) make any investment of a capital nature,  x) adopt
     or amend in any material respect,  any collective  bargaining  agreement or
     employee  benefit  plan, or x i) enter into any  contract,  agreement,   or
     other commitment which is material to the business,  assets, properties, or
     financial position of MWCI.

u)   Law Violations:  MWCI has never been convicted in any criminal  proceedings
     or  named  subject  of  a  pending  criminal  proceeding  (excluding  minor
     offences),  nor has it been the  subject of any order,  judgment or decree,
     not subsequently reversed,  suspended or vacated, of any court of competent
     jurisdiction,  permanently  enjoining it from,  or  otherwise  limiting the
     engagement in any type of business practice; or engaging in any activity in
     connection  with the  purchase  or sale of any  security  or  commodity  in
     connection with violation of federal, state, or provincial security laws.




<PAGE>



v)   Access to Information:  MWCI agrees to make available access to any and all
     corporate and financial  files and records of MWCI for inspection  prior to
     closing.

w)   Disclaimer  of Further  Warranties:  Except as expressly  set forth in this
     Agreement and any schedules and exhibits hereto, the Purchaser has not made
     any   representations  or  warranties  to  MWCI  in  connection  with  this
     Agreement.


4. Representations and Warranties of the Vendors: The Vendors each and severally
represent  and warrant  that the  following  are true and correct as of the date
hereof and will be true and correct  through the Closing date as if made on that
latter date:

a)   The  Vendor is not a "U.S.  Person" as that term is defined in Rule 902 (o)
     of Regulation S under the Securities Act and at the time this Agreement was
     executed  and  delivered  to the  Purchaser,  Vendor was outside the United
     States. Vendor if an entity, was not formed for the purpose of investing in
     the Exchange Shares and maintains its business offices at the address shown
     in this Agreement.

b)   Vendor is accepting the Exchange Shares for its own account (and/or for the
     beneficial  account of other non-United  States persons who are outside the
     United States) and not on behalf of or for the account of any U.S.  person;
     and Vendor has not made any pre-arrangement to transfer the Exchange Shares
     to a U.S.  person or to return the  Exchange  Shares to the  United  States
     securities  market (which  includes short sales in the United States within
     the restricted  period to be covered by delivery of Exchange Shares) and is
     not  accepting  the Exchange  Shares as part of any plan or scheme to evade
     the registration requirements of the Securities Act.

c)   Vendor acknowledges and agrees that the offering restrictions applicable to
     the Exchange Shares restrict Vendor from selling any of the Exchange Shares
     into the United  States or to a U.S.  person  during the 40 day  restricted
     period,  commencing  upon  completion  of  the  Exchange  (the  "restricted
     period");  that such  restricted  period shall be deemed to commence on the
     date the  Purchaser  certifies  to be the date  that  all  parties  and all
     Vendors  have  executed  a  counterpart  of this  Agreement;  and  that the
     Purchaser  will instruct its transfer  agent to place a stop transfer order
     with  respect to the certificates representing the Exchange Shares and that
     such certificates  shall bear a legend  substantially in the form set forth
     in  Section  1 above.  Vendor  acknowledges  that a  certain  number of the
     Control  Shares  are held for the  beneficial  account  of others  with the
     result that  certain of the  Exchange  shares may be issued in the names of
     the persons or entities  retaining  such  beneficial  interest.  The Vendor
     confirms that it will have obtained the  acknowledgment of all such parties
     having a beneficial interest,  that they are aware of the said restrictions
     and  that  they  will  abide  by all of the  covenants  applicable  to such
     restrictions, given by the Vendor herein.


d)   Each  Vendor  represents,  warrants  and hereby  agrees that all offers and
     sales of the  Exchange  Shares by Vendor  in the  United  States or to U.S.
     persons,  or  otherwise,  whether  prior to the  expiration  or  after  the
     expiration  of the  Restricted  period  shall be made  only  pursuant  to a
     registration  of the Exchange  Shares  under the Act or an  exemption  from
     registration.


<PAGE>





e)   Vendor has not engaged in any  "directed  selling  efforts"  (as defined in
     Rule 902 of  Regulation  S) in the United  States  regarding  the  Exchange
     Shares,  nor has he, she or it engaged  in any act which  reasonably  might
     have the effect of  preconditioning  the U.S.  market for the resale of the
     Exchange Shares being subscribed.

f)   Vendor is not an officer, director or affiliate (as that term is defined in
     Rule 405 under the Act), of the Purchaser,  or an underwriter or dealer (as
     such terms are defined in the federal securities law of the United States),
     and the purchase of the Exchange Shares by Vendor is not a transaction, (or
     part of a series of transactions),  that is part of any plan  or  scheme to
     evade  the  registration  provisions  of the  Act.  If  Vendor  becomes  an
     affiliate  of the  Purchaser  at any time  after  purchasing  the  Exchange
     Shares, Vendor understands and agrees that every sale made by it thereafter
     must be made in  compliance  with  the  provisions  of Rule  144 of the Act
     (except for the two year holding period requirement),  including the filing
     of Form 144 with the  Securities  and  Exchange  Commission  at the time of
     sale, as required under Rule 144.  Vendor  understands  and agrees that the
     provisions  of Rule 144, if at any time  applicable to it, are separate and
     apart from and independent of any restrictions imposed by Regulations S and
     will apply even after the  expiration  of the 40 day  restricted  period of
     Regulation S.

g)   Vendor does not have a short  position in the shares of the  Purchaser  and
     will not have a short  position  in such  shares  at any time  prior to the
     expiration of the restricted period.

h)   If at any time after the  expiration of the restricted  period,  the Vendor
     wishes to transfer or attempts to transfer the Exchange  Shares to  a  U.S.
     person,  the Vendor agrees to notify the Purchaser if at such time it is an
     "affiliate"  of the  Purchaser  or is then  acting  as an  "underwriter"  ,
     "dealer",  or  "distributor"  as to such Exchange Shares (as such terms are
     defined  in the  federal  securities  laws  of  the  United  States  or the
     regulations  promulgated  thereunder,   including,   but  not  limited  to,
     Regulation  S),  or if such  transfer  is  being  made as part of a plan or
     scheme to evade the registration provisions of the Act.


i)   Vendor  understands  that no Federal or State Agency has approved or passed
     upon or made  any  recommendation  as to or  endorsement  of  the  Exchange
     Shares.

j)   Each  Vendor  has  received  and   carefully   reviewed  in  its  entirety,
     information  otherwise  provided  in  writing  by  Purchaser  and any other
     information from books and records of the Purchaser, and have relied on the
     information  contained  therein.  The Vendor  understands  that  additional
     information  concerning Purchaser has been made available for inspection by
     the Vendor and his attorney,  accountant or other advisers.  The Vendor and
     his advisers  have had a  reasonable  opportunity  to ask  questions of and
     receive answers from Purchaser or a person or persons acting on its behalf,
     concerning  the  Exchange  of  shares,  and all such  questions  have  been
     answered to the Vendor's or their satisfaction.


<PAGE>





k)   Vendor  recognizes  that the Exchange  Shares are speculative and involve a
     high  degree of risk and trade in the  non-Nasdaq  segment  of the over the
     counter (OTC) markets.

l)   The Vendor's own the Control Shares in the respective  numbers as set forth
     previously  in this  agreement,  and the address of each is  similarly  set
     forth; The Control Shares are free and clear of all liens, claims,  rights,
     or other  encumbrances  whatever  and of all options and similar  rights of
     third  persons;  no person has or will have any right in and to such shares
     except as are created by force of law under any marital, community property
     or  similar  rights;  and no  person  owns or will  own any  right of first
     refusal,  per-emptive right,  option or similar right to acquire any of the
     Control  Shares,  in either  case,  except as  disclosed  in writing to the
     Purchaser prior to Closing.

m)   Each Vendor has the full right, power and legal capacity to enter into this
     Agreement  and sell and deliver the Control  Shares to the Purchaser on the
     terms herein. As to each Vendor which is a corporation or other entity, all
     requisite  corporate or equivalent  action has been taken that is necessary
     to approve the execution and performance of this Agreement.

n)   Each Vendor  represents  and warrants that he is not now insolvent and will
     not be insolvent  after selling and  delivering  the Control  Shares to the
     Purchaser on the terms of this Agreement,  and each Vendor is receiving new
     consideration  at least  equal to the  full and fair  value of the  Control
     Shares being sold.

o)   The Vendor alone, or together with the Vendor's advisor(s),  possesses such
     knowledge  and  experience  in  financial,  tax and business  matters as to
     enable  each  Vendor to  utilize  the  information  made  available  by the
     Purchaser,  in  connection  with the  Exchange and issuance of the Exchange
     Shares,  to evaluate the merits and risks of exchanging  the Control Shares
     for the Exchange  Shares and to make an informed  investment  decision with
     respect thereto.

p)   All  information  which each  Vendor has  provided  or will  provide to the
     Purchaser  is or will be correct and  complete as of the date  furnished to
     the  Purchaser  and  if  there  should  be  any  material  change  in  such
     information  prior  to the  Closing  as to any  Vendor,  that  Vendor  will
     immediately  provide the Purchaser with such information.

q)   Except as  expressly  set forth in this  Agreement  and any  schedules  and
     exhibits hereto,  Purchaser has not made any  representation or warranty to
     any Vendor in connection with this Agreement, and the Purchaser has made no
     communication  to any Vendor  that  constitutes  or could be  construed  as
     constituting tax or investment advice.

r)   To the best of the knowledge of each Vendor, all of the representations and
     warranties of MWCI as set forth in this Agreement, are accurate and true.

5.  Representations  and  Warranties of  Purchaser:  Unless  specifically  tated
otherwise in this  Agreement,  the  Purchaser  represents  and warrants that the
following  are  true and  correct  as of the  date  hereof  and will be true and
correct through the Closing Date as if made on that date:



<PAGE>

a)   Exchange Shares Duly  Authorized:  The Exchange Shares will be when issued,
     validly  issued,  fully  paid and  nonassessable;  the sale,  issuance  and
     delivery of the Exchange Shares on the terms herein  contemplated  has been
     authorized  by all  requisite  corporate  action of the  Purchaser  and the
     Exchange Shares will not be subject to any preemptive rights,  options,  or
     similar rights on the part of any  shareholder or creditor of the Purchaser
     or any other person.

b)   Restricted  Securities,  etc.:  Purchaser  acknowledges  that the  Control 
     Shares have not been registered pursuant to the Act or any applicable state
     security laws, that the Control Shares will be characterized as "restricted
     securities"  under  the  Act,  and that  under  such  laws  and  applicable
     regulations,  the Control  Shares  cannot be sold or otherwise  disposed of
     without  registration  under the Act or an exemption  therefrom.  Purchaser
     acknowledges  that all  certificates  issued to it  respecting  the Control
     Shares will bear an appropriate  investment legend.  Purchaser is acquiring
     the Control  Shares for its own account for  investment and not with a view
     to or for the sale or other disposition in connection with any distribution
     of all  or  any  part  thereof,  except:  i) in an  offering  covered  by a
     registration  statement  filed with the Securities and Exchange  Commission
     under the Act covering the Control  Shares,  or ii) pursuant to  applicable
     exemption under the Securities Act.

c)   Organization  and Good Standing:  Purchaser is and on the Closing Date will
     be duly organized,  validly existing and in good standing under the laws of
     the State of Nevada, with all requisite power and authority to carry on the
     business in which it is engaged and is duly  qualified  and  licensed to do
     business and is in good standing in all  jurisdictions  where the nature of
     its business makes such qualification necessary.

d)   Capitalization:  As provided  in its  Articles  of  Incorporation,  the
     authorized  capital stock of the Purchaser  consists of:  50,000,000 shares
     divided into 45,000,000  Common shares and 5,000,000  Preferred  shares. of
     which there are approximately 7,500,000 Common shares and 300,000 Series A,
     Preferred shares issued and outstanding. The terms, rights, preferences and
     privileges of the preferred stock are described in the Purchaser's Articles
     of  Incorporation,  and  where  amended  or  restated  to date,  have  been
     furnished to the other parties.

e)   Outstanding Options,  Warrants or Other Rights:  Except as described to the
     Vendors in  writing,  Purchaser  has no  outstanding  warrants,  options or
     similar  rights to subscribe  for or purchase  shares of its capital  stock
     (not  any  securities  convertible  into or  exchangeable  for its  capital
     stock), nor are there any other securities outstanding  convertible into or
     exchangeable   for  its  common  stock,  and  there  are  no  contracts  or
     commitments  pursuant to which any person may acquire or  Purchaser  may be
     bound to   issue any  shares  of its  capital  stock  save as may have been
     disclosed to the Vendors in writing.



<PAGE>



f)   Litigation:  Except as more particularly disclosed in this agreement, there
     are no claims,  actions,  suits,  proceedings or investigations  pending or
     threatened  against or affecting the Purchaser in any Court or by or before
     any federal, state, provincial, municipal or other governmental department,
     commission,  board, bureau, agency, or other instrumentality,  do mestic or
     foreign, or arbitration tribunal or other forum, except as disclosed to the
     Vendors in writing. There are no judgments,  decrees,  injunctions,  writs,
     orders or other mandates  outstanding to which the Purchaser  is a party or
     by which it is bound or affected.

g)   Financial  Statements:  Purchaser will provide to the Vendors and to any
     requesting  Vendor,  the  Purchaser's  audited  balance sheet and the other
     financial  statements  of the  Purchaser  for such  periods as the  Vendors
     reasonably  request.  All such statements  shall fairly present the assets,
     liabilities  and financial  condition of the Purchaser as of the respective
     dates thereof and all shall have been prepared in conformity with generally
     accepted  accounting  principles,  consistently  applied during the periods
     covered. For purposes of this agreement,  such statements shall include all
     notes thereto.

h)   No  Undisclosed  Material  Liabilities:    Purchaser  has not incurred  any
     liabilities or obligations whatever,  (whether direct,  indirect,  accrued,
     contingent,  absolute, secured, unsecured or otherwise),  which, singly, or
     in the  aggregate,  are  material to its assets,  operations,  or financial
     conditions, except as reflected in the Purchaser's financial statements  or
     otherwise disclosed in writing to the Vendors.

i)   Taxes: All income, excise, unemployment,   social security,   occupational,
     franchise and other taxes, duties,  assessments or charges levied, assessed
     or  imposed  upon the  Purchaser  by the  United  States or by any state or
     municipal government or subdivision or instrumentality  thereof , have been
     duly paid or  adequately  provided  for,  and all  required  tax returns or
     reports  concerning  any such  items  have been duly filed or will be so fi
     led.

j)   Authorization and Validity:  The execution,  delivery and performance by
     the  Purchaser  of this  agreement  and any other  agreements  contemplated
     hereby,  and the consummation of the transactions  contemplated  hereby and
     thereby,  have been duly authorized by all requisite  corporate  actions of
     the Purchaser.  This Agreement and any other agreements contemplated hereby
     have been or will be as of the Closing Date, duly executed and delivered by
     the Purchaser and constitutes and will constitute legal,  valid and binding
     obligations of the  Purchaser,  enforceable  against it in accordance  with
     their respective terms, except, as may be limited by applicable bankruptcy,
     insolvency or similar laws  affecting  creditors'  rights  generally or the
     availability  of  equitable  remedies.  The  approval  of  the  Purchaser's
     shareholders is not necessary for the Purchaser's execution and performance
     of this Agreement.

k)   Consents/ Approvals/ Conflict: No consent, approval, authorization or order
     of any court,  or  governmental  agency or other body is  required  for the
     Purchaser  to execute  and perform its  obligations  under this  Agreement.
     Neither  the  execution,  delivery,  consummation  or  performance  of this
     Agreement shall conflict with,  constitute a breach of Purchaser's articles
     of incorporation and bylaws as amended to date, or any note, mortgage,


<PAGE>



     indenture,  deed of trust or other  agreement  or  instrument  to which the
     Purchaser is a party or by which it is bound; nor, to the best of the Purc=
     haser's knowledge and belief,  any existing law, rule,  regulation,  or any
     decree of any court or governmental department, agency, commission, board ,
     or bureau, foreign or domestic, having jurisdiction over the Purchaser.


     l) Disclaimer of Further Warranties:  Except as expressly set forth in this
     Agreement  and any  schedules  and  exhibits  hereto,  neither MWCI nor any
     Vendor  has  made  any  representation  or  warranty  to the  Purchaser  in
     connection with this Agreement.

m)    Approval  for  Name  Change:  The  Purchaser   has  reserved   the   name,
     "Waverider  Communications Inc." and undertakes to effect a name change for
     itself, at the earliest possible date.


n)   Miscellaneous:  The execution  and  performance  of this  Agreement and
     compliance with the provisions  hereof,  will not violate,  with or without
     giving notice and /or the passage of time, any provisions of law applicable
     to the Purchaser.  All statements  made by the Purchaser in this Agreement,
     or in any exhibit or schedule  hereto,  or in any  document or  certificate
     executed and delivered  herewith,  are true, correct and complete as of the
     date of this Agreement and will be so as of the Closing Date. All copies of
     documents  provided  and to be provided by the  Purchaser  are and shall be
     true and correct copies of such documents.


6.Conditions to Obligations of the Parties;  Deliveries:  All obligations of the
parties  under  this  Agreement  are  subject to the  fulfillment,  prior to the
Closing,  of all  conditions  precedent and to  performance of all covenants and
agreements,  and  completion  of  all  deliveries  contemplated  herein,  unless
specifically waived in writing by the party entitled to performance or to demand
fulfillment  of the  covenant  or  delivery of the  documents.  The  Purchaser's
obligations  to purchase and pay for the Control  Shares are further  subject to
the  representations  and  warranties  of MWCI and the  Vendors  being  true and
correct at the Closing,  and the  obligations of the Vendors to sell,  transfer,
assign,  convey and  deliver  the  Control   Shares  is  further  subject to the
representations  and  warranties of the Purchaser  being true and correct at the
Closing.

6.01  Documents to be  Delivered to  Purchaser:  At the closing,  the  following
documents shall be delivered to the Purchaser by MWCI or the Vendors as the case
may be,  which  documents  shall be in a form and  content  satisfactory  to the
Purchaser's counsel:

a)   A  Certificate   executed   by  an  Officer  of  MWCI,  dated  the  Closing
     Date,certifying  that the representations and warranties of MWCI, contained
     in  this  Agreement  and the  information  set  forth  in any  exhibits  or
     schedules hereto, are then true and correct and that MWCI has complied with
     all things required of it by this Agreement and all related Agreements; and
     at the option of the  Purchaser,  a legal opinion as to any such matters as
     the Purchaser may in its sole discretion, require.

b)   A  Shareholders  list, reflecting  the names,  addresses  and shareholdings


<PAGE>

     of MWCI, (both legal and beneficial), immediately prior to closing, such as
     to enable the Purchaser to properly allocate and issue the Exchange Shares,
     and an incumbency  certificate,  naming the Officers and Directors of MWCI,
     specifying  the Offices held by each,  both duly certified by the Secretary
     of MWCI.

c)   A copy of the  Directors'  resolutions  or minutes of the meeting of the
     Directors  of  MWCI  approving  the  execution  and   performance  of  this
     Agreement.

d)   All  schedules,  exhibits  and  other  information  called  for in  this
     Agreement, in proper form and properly completed.

e)   Upon  receiving  delivery of the original  certificates  evidencing  the
     Control Shares,  MWCI shall cancel such  certificates and issue and deliver
     to  and  in the  name  of the  Purchaser  a  certificate  or  certificates,
     evidencing all of the Control Shares purchased hereunder.

6.02  Documents to be Delivered  by the  Vendors:  At the closing,  the Vendor s
shall deliver to MWCI , for cancellation, all of the certificates evidencing the
Control Shares,  each  certificate  endorsed by the Vendor  transferring  it, or
accompanied  by a  stock  power  signed  by the  Vendor  transferring  it,  duly
notarized or medallion guaranteed.

6.03  Documents to be Delivered  To MWCI and the  Vendors:  At the closing,  the
following  documents  shall  be  delivered  to  MWCI  and  the  Vendors,  by the
Purchaser,  which documents shall be satisfactory in form and content to counsel
for both:

a)   Certificates evidencing the Exchange Shares in proper denominations.

b)   A  certificate  executed by the Secretary of the  Purchaser  and  dated the
     Closing Date,  certifying  that the  representations  and warranties of the
     Purchaser  contained in this  Agreement  are then true and correct and that
     the Purchaser has complied with all agreements  and conditions  required by
     this Agreement to be performed and complied with by it.

c)   A copy  of   Directors'   resolution   or  minutes  of the  meeting  of the
     Directors of the Purchaser, approving the execution and performance of this
     Agreement.

d)   All  schedules,  exhibits  and information called for in this Agreement and
     not yet received.

6.04 Conditions  Precedent:  The obligations of the parties under this Agreement
are subject to the  satisfaction  of the  following  conditions  (in addition to
other conditions and terms of this Agreement),  unless waived in writing,  on or
prior to the Closing, in addition to any other conditions precedent set forth in
this Agreement;

a)   Representations   and   Warranties    Correct:   The   representations  and
     warranties  of every  party  to this  Agreement  shall  be in all  material
     respects true and correct as at the Closing Date as if made on that date.


<PAGE>





b)   Compliance:  Purchaser,  MWCI and the  Vendors  each  shall  have performed
     all covenants and  agreements,  satisfied all  conditions and complied with
     all  other  terms  and  provisions  of this  Agreement  to be  respectively
     performed, satisfied, or complied with as of the Closing Date.

c)   No Errors or Misrepresentations: Purchaser shall not have discovered any
     material   error,   misstatement   or   omission   in  or  failure  of  any
     representation or warranty made by MWCI or any Vendor, and neither MWCI nor
     the Vendors  shall have  discovered  any material  error,  misstatement  or
     omission  in or  failure  of any  representation  or  warranty  made by the
     Purchaser.

d)   Due  Diligence   Examination:  Purchaser   shall   have  completed   a  due
     diligence  examination of MWCI  reasonably  satisfactory  to the Purchaser,
     covering  all  books,  records,  contracts  and  other  documents  and  all
     financial affairs of MWCI.  MWCI and the Vendors  shall  have  completed  a
     due diligence examination of the Purchaser reasonably satisfactory to each,
     covering  all  books,  records,  contracts,  and  other  documents  and all
     financial affairs.

e)   No Material  Change.  Between the date of this Agreement and the Closing
     Date, MWCI shall not have incurred any  liabilities or obligations,  direct
     or contingent, or entered into any material transactions of any kind except
     those which are in the usual and ordinary  course of business or previously
     agreed to by the Purchaser,  shall have no material undisclosed liabilities
     and  shall  not have  done any act or  engaged  in any  course  of  conduct
     prohibited , without the consent of the other parties.

f)   Legal Matters:  All  legal  matters in  connection  with this Agreement and
     the consummation of all transactions herein contemplated, and all documents
     and instruments  delivered in connection  herewith,  shall be in reasonably
     satisfactory form to each party.

g)   Prohibition: No injunction  or  restraining order  of any kind is in effect
     which prevents the purchase of the Control Shares, or issuance and delivery
     of the Exchange  Shares,  and no lawsuit or other proceeding has been filed
     by any person by the Closing Date contesting or attempting to enjoin either
     action,  and no action is taken and no law is passed after the date of this
     Agreement which prevents the purchase of the Control Shares or issuance and
     delivery of the Exchange Shares.


7. Additional  Covenants of the Parties:  The parties each agree that,  prior to
closing:

a)   Effectuation  of this  Agreement:  Each  of  the  parties  hereto  will use
     their best efforts to cause this Agreement and all related  agreements,  to
     become effective,  and all transactions herein, and therein contemplated to
     be  consummated,  in  accordance  with its and their  terms,  to obtain all
     required consents,  waivers and authorizations of governmental entities and
     other  third  parties,  to make all  filings  and give all notices to those
     regulatory  authorities  or other third parties  which  may be necessary or


<PAGE>



     reasonably  required in order to effect the  transactions  contemplated  in
     this Agreement and to comply with all federal,  local and state laws, rules
     and regulations as may be applicable to the contemplated transactions.

b)   Restriction  on Action:  The  parties each agree  that he, will  not do any
     thing or act prohibited by this Agreement or any related agreement, or fail
     to do any thing or act which he, has  undertaken to do in this Agreement or
     any related agreement.

 c)  Stand-Still Agreement: Each of the parties  agree  not  to solicit from any
     third party any offer or  expression  of interest in or with respect to any
     acquisition,  combination or similar transaction involving the parties of a
     tenor  similar to this  Agreement and further agree that each will promptly
     inform the others of the existence of any  unsolicited  offer or expression
     of interest.


8.   Termination of this Agreement:

8.01 Grounds for Termination: This agreement shall terminate:

a)   By mutual written consent of all parties;

b)   By any party hereto, if:

     i) all the  conditions  precedent to its respective  obligations  hereunder
     have not been  satisfied or waived prior to the Closing  Date, as it may be
     accelerated or extended;

ii)  any other  party or  parties  hereto  shall  have  defaulted  or refused to
     perform  in any  material  respect  under this  Agreement,  or if any party
     should  have  reasonable  cause  to  believe  there  has  been  a  material
     misrepresentation  concerning,  or failure or breach of, any representation
     or  warranty  by any  other  party,  or if it  appears  that any  party has
     committed any unlawful acts affecting any of the others;

     iii) the transactions contemplated in this Agreement and related Agreements
     have not been  consummated on the Closing Date, as it may be accelerated or
     extended, or:

     iv) any party hereto having  reasonably  determined  that the  transactions
     contemplated  in this  Agreement  have become  inadvisable by reason of the
     institution  or threat  by any  federal,  state,  provincial  or  municipal
     governmental  authorities,  or by any other person whatsoever,  of a formal
     investigation or of any action, suit, or proceeding of any kind against any
     of the parties which in the  reasonable  belief of any of them, is material
     to this  agreement,  in light of the  other  party's  business,  prospects,
     properties or financial condition.

8.02 Manner of  Termination:  Any termination of this Agreement shall be made in
accordance  with the above listed  grounds and if terminated  by a  corporation,
shall be evidenced by written  resolution  of the  terminating  party's board of
Directors.  Written notice of termination shall be given to the other parties as
required   under  the   Agreement  as  promptly  as  is   practical   under  the
circumstances.  Upon  the  party's receipt  of such  termination     notice, the
<PAGE>



Agreement  shall terminate and the  transactions  herein  contemplated  shall be
abandoned without further action by the parties.

8.03 Survival of Confidential Provisions: Upon termination of this Agreement for
any reason:

     i)  the  covenants  of  the  parties  concerning  confidentiality  and  the
     proprietary  nature  of  all  documents  and  other  information  furnished
     hereunder  shall  remain  in  force  except  as to  information  which  has
     otherwise become public knowledge, and

     ii) each party shall promptly return all documents  received from the other
     party in connection with this Agreement.  This section constitutes a mutual
     covenant of the parties and each may judicially enforce it.


9. Necessary Information:  MWCI shall furnish to the Purchaser promptly upon its
request all information regarding MWCI and its business, assets, properties, and
financial  condition  which,  in the judgment of the Purchaser,  is necessary to
enable the  Purchaser to conduct its due diligence  examination  relating to the
proposed  purchase  of the Control  Shares.  Each of the  parties  hereto  shall
furnish to the others all  information  concerning such party as may be required
for inclusion in any  application  or statement to be filed or made by the other
party with or to any governmental agency or other third party in connection with
the proposed sale of the Control Shares.


10. Miscellaneous Provisions: The parties and each of them further agree that:

a)   Amendments:  This Agreement may be amended,  modified,  or  supplemented
     only by instrument in writing executed by all parties.

b)   Assignment:  No assignment of this Agreement shall be effective  without
     the  written  consent of the other  parties  and no such  assignment  shall
     relieve  the  assignor  of  any  obligations  hereunder,  except  as may be
     expressly released by the other parties.

c)   Parties in Interest;  No Third Party Beneficiaries:  Except as otherwise
     provided herein,  the terms and conditions of this Agreement shall enure to
     the benefit of and be binding on the parties  and their  respective  heirs,
     executors,  administrators,  successors and assigns. Neither this Agreement
     nor any other agreement  contemplated hereby shall, by itself, be deemed to
     confer  upon any  person  not a party  hereto  or  thereto,  any  rights or
     remedies hereunder or thereunder.

d)   Entire Agreement.This  Agreement and the agreements  contemplated hereby
     constitute the entire agreement of the parties regarding the subject matter
     hereof and supersede all prior agreements and understandings,  both written
     and oral,  among the  parties or any of them,  with  respect to the subject
     matter hereof.
 
e)   Severability:If  any  provision  of this  Agreement  should  be  held to be



<PAGE>



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

f)   Survival   of    Representations,    Warranties    and   Covenants:     The
     representations,  warranties and covenants of all parties contained herein,
     shall survive the Closing and all statements  contained in any certificate,
     exhibit,  schedule or other instrument  delivered by or on behalf of either
     party, shall survive the Closing.

g)   Interpretation:  This Agreement shall  be  governed by and  construed under
     the laws of the State of Nevada and the same shall be interpreted as if all
     parties participated equally in its drafting and preparation.  The captions
     in this  Agreement are for reference  only and shall not limit or otherwise
     effect the interpretation of any of the terms or provisions hereof.

h)   Gender and Number,  etc.;   Wherever  the  context requires,  the gender of
     all words used herein shall include the masculine,  feminine and neuter and
     the number of all words shall  include the singular and plural.  Use of the
     words  "herein",  "hereof" and the like shall be construed as references to
     this  Agreement as a whole and not to any  particular  article,  section or
     provision, unless otherwise specified.

i)   Confidentiality:  Each   party  shall keep this  Agreement  and  its  terms
     confidential and shall make no press release or public  disclosure,  either
     written or oral, regarding the transactions contemplated by this Agreement,
     without  the prior  knowledge  and  consent  of the other  parties  hereto;
     provided that the foregoing shall not prohibit or apply to any disclosure

          i) by press release, Form 8-K filing or otherwise, that is required by
          federal securities laws, and

          ii) to attorneys, accountants,  investment bankers, or other agents of
          the parties, assisting the parties in connection with the transactions
          contemplated under this Agreement.  In the event that the transactions
          contemplated hereby are not consummated for any reason whatsoever, the
          parties  hereto  agree  not  to  disclose  or  use  any   confidential
          information they may have concerning the affairs of the other parties,
          except for information that is required by law to be disclosed.

j)   Notice:  Any notice or communication  hereunder or in any agreement entered
     into in connection with the transactions  contemplated  hereby,  must be in
     writing and given by depositing same in the mail, addressed to the party to
     be notified,  postage  prepaid,  and  registered  or certified  with return
     receipt  requested,  by telefax  transmission,  or by  delivery by use of a
     messenger  which  regularly  retains its delivery  receipts.   Such  notice
     shall be deemed to be received on the fourth day following  such posting or
     delivery.  The  addresses  of the parties are those set forth herein and as
     may be  changed  from  time to time by any party by  written  notice to the
     others in accordance with this paragraph.


<PAGE>



k)   No Finders:  Subject  as  may  previously  have been disclosed in  writing,
     each party represents and warrants to the others and agrees that it has not
     employed or engaged  and will not employ or engage,  any person as a finder
     or broker in connection with the transactions contemplated herein, and that
     no person is entitled  to  compensation  as a finder or broker.  Each party
     hereby  agrees to indemnify  the other  parties and holds the other parties
     harmless  from and against any claims of any third person  claiming to have
     acted as a finder or broker in  connection  with the  transactions   herein
     contemplated,  and such  indemnity  shall include all  expenses,  costs and
     damages arising from or related to such claims,  including reasonable legal
     fees.

l)   Expenses:  Except as may otherwise be expressly  provided  herein,  each
     party  shall pay its costs and  expenses  incurred in  connection  with the
     Exchange and any other foregoing proposed transactions.  The Purchaser will
     pay for any audit of MWCI.

m)   Counterparts:  This Agreement may  be executed  in  multiple  counterparts,
     each of which shall be deemed an original,  and all of which together shall
     constitute  one and the same  instrument.  Execution and delivery of this
     Agreement by exchange of facsimile copies bearing a facsimile  signature of
     a party shall constitute a valid and binding execution and delivery of this
     Agreement by such party. Such facsimile copies shall constitute enforceable
     original documents.

n)   Prevailing  Party Clause.  In the even  of  any  litigation  or  proceeding
     arising  as a result  of a breach  of this  Agreement,  or the  failure  to
     perform  hereunder,  or failure or untruthfulness of any  representation or
     warranty  herein,  the party or parties  prevailing  in such  litigation or
     proceeding  shall be entitled to collect the costs and expenses of bringing
     or defending such litigation or proceeding,  including  reasonable attorney
     fees, from the party or parties not prevailing.

o)   Specific  Performance:  All  parties   agree  that  his  legal  remedy  for
     damages,  based  upon the  breach by them of their  respective  obligations
     under this  Agreement  will be  inadequate to the other parties and that in
     addition to any other remedies a Party may have, the aggrieved  Party shall
     be entitled to obtain specific  performance of this Agreement and temporary
     and permanent  injunctive  relief,  without the necessity of proving actual
     damages.

IN  WITNESS  WHEREOF  all the  parties  have  executed  this  Agreement,  having
initialed each page, as of the dates indicated below:

Witness:                          Party:

"Braden Marr"                     "Rick Antoine"
-------------------------------   --------------------------------
                                  Rick Antoine      Date:  May 13, 1997

"M. McTaggart"                    "Stephen Grant"
------------------------------   ---------------------------------
                                  Stephen Grant     Date:  May 13, 1997



<PAGE>



"Duane Bemister"                 "Tim Zboyovsky"
------------------------------ ----------------------------------
                                  Tim Zboyovsky      Date:  May 13, 1997


Canadian Pacific Mortgage Corp.   Channel i Inc.

per                               Per____"Robert Clarke"________________
"William Krebs"                   President          Date:  May 13, 1997
-------------------------
                                  Major Wireless Communications Inc.

                                  Per:__"Rick Antoine"__________________
                                  President

                                      __"William Krebs"________________
                                  Secretary          Date:  May 13, 1997




<PAGE>

Schedule  "A"  -   Release of Shares:

MWCI is a  development  stage  company  which  has  developed  and  has  certain
proprietary rights to technology allowing for the wireless  transmission of both
voice and data. Its initial move to the  marketplace is in the field of internet
delivery in which its wireless  systems  will be licensed to internet  providers
for a fee.  The  following  schedule  references  the  various  stages  of  such
marketing.  "Prototype"  refers to the complete  system  enabling  such wireless
transmission.  "License  agreements"  refers to the agreements  between MWCI and
individual  Internet  servers for the use of MWCI's  system and "Gross  revenue"
includes all cumulative revenue generated by MWCI whether from License fees, the
lease or sale of equipment or otherwise, but does not include any taxes required
to be collected by MWCI with respect to same.

Event                                            % of shares released

Prototype development completed                   5%
Prototype operational in one community           10%
25 Non-conditional License agreements 
signed with non-refundable deposits received     15%
25 Licensees operational utilizing the system    15%
Gross revenue exceeds $10 million CDN            25%
Gross revenue exceeds $25 million CDN            30%



<PAGE>


This Agreement entered into this 13th day of May,  1997.

BETWEEN:

RICK ANTOINE, "Businessman" of Box 538, Salmon Arm, BC., Canada, V1E 4N6,

STEPHEN GRANT, "Businessman" of 3702 Wilho Rd., Sorrento, BC., Canada, V0E 1W0,

TIM ZBOYOVSKY, "Businessman" of Box 142, Salmon Arm, BC., Canada, V1E 4N2

And

PACIFIC WESTERN MORTGAGE CORP., a body corporate, incorporated under the laws of
the Province of British Columbia, Canada, with offices at 300 Stewart Road, Salt
Spring Island, BC., Canada, V8K 2C4 (hereafter called the "Vendors")

AND:

CHANNEL i INC., a body  corporate,  incorporated  under the laws of the State of
Nevada,  United  States of America,  with offices at 700, 555 West Hastings St.,
Vancouver, British Columbia, Canada, V6B 4N5 (hereafter called the "Purchaser")

WHEREAS:

The parties hereto  entered into a Share Exchange  Agreement this date under the
terms of which the Vendors are to receive certain Exchange Shares, consisting of
4,000,000  Series B Voting  Convertible  Preferred  Stock,  $.001  par value per
share;

The said Exchange Shares are convertible  into 10 Common Shares of the Company's
stock at the option of the holder;



<PAGE>



The said Exchange  Shares are subject to being held by the  Corporate  Secretary
pending  certain  performance  by Major  Wireless  Communications  Inc.  as more
particularly defined therein;

All parties  hereto are aware that it is in the best  interests of the Purchaser
and its Common Stock  performance on the open market,  and therefore also in the
best  interests  of each of the  Vendors,  that  the  exercise  of the  right to
conversion of the said Exchange  Shares into Common Shares not be effected until
Major Wireless Communications Inc. has succeeded in attaining such performance;

NOW THEREFORE, in consideration of the mutual benefit to all Parties hereto, the
Parties agree as follows:


1. The Vendors  and each of them  jointly  and  severally  agree not to exercise
their  right to  convert  the  said  Exchange  Shares  to  be  issued  in  their
respective  names as a result of the said Share Exchange  Agreement,  until such
time as Major Wireless  Communications  Inc. has attained the performance levels
set forth in Schedule A to that agreement.

2. The Vendors and each of them agree that the Company  Secretary  together with
any other appropriate stock agent, may rely on this agreement as both permission
and  authority  not to effect such  conversion  until both a request is received
from the holder of such Exchange Shares and Major Wireless  Communications  Inc.
has attained the said performance levels.

3. In the event of a dispute as to whether or not Major Wireless  Communications
Inc. has attained the said performance levels, the Parties hereto agree to refer
the same to the Company's auditors,  who shall make such determination and whose
decision with respect to the same shall be final and binding on the Parties.

4. This agreement is  acknowledged  by the Parties to have been entered into and
executed in counterpart,  subsequent to the said Share Exchange  Agreement,  but
shall  nevertheless be binding on the Parties hereto,  their  respective  heirs,
executors, administrators, successors and assigns.

5. In all respects the Parties  hereto  ratify and confirm the terms of the said
Share Exchange Agreement.


IN WITNESS  WHEREOF,  all of the Parties  hereto have  executed  this  agreement
effective the above date.

Witness:                                        Party:

"Mary McTaggert"                                 "Rick Antoine"
--------------------------                       ---------------------------
                                                 Rick Antoine

"Mary McTaggert"                                 "Stephen Grant"
----------------------------                     ---------------------------
                                                 Stephen Grant


"Mary McTaggert"                                 "Tim Zboyovsky"
----------------------------                     --------------------------
                                                 Tim Zboyovsky




<PAGE>



                                                Pacific Western Mortgage Corp.

                                                 " William Krebs"
                                           Per:  ____________________________

                                                
                                                Channel i Inc.

                                                 "Robert Clarke"
                                           Per:  ____________________________
[{"type": "8-K", "sequence": "1", "description": "CHANGE IN CONTROL", "secsgml_size_bytes": 93638}]
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                      Pursuant to Sections 13 or 15(d) of
                      The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): May 13th, 1997
CHANNEL i INC.
               (Exact name of registrant as specified in charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

         

                  0-25680                           33-0264030
         (Commission File Number)                 (I.R.S. Employer
                                               Identification Number)

        700 - 555 West Hastings Street, Vancouver, BC., Canada, V6B 4N5
             (Address of Principal Executive Offices and Zip Code)

                                 (604) 482-1211
             (Registrant's telephone number, including area code)

         (Former name or former address, if changed since last report)
Item 1.    Change in Control

On May 13th, 1997, Channel i Inc., (the "Company"),  finalized  negotiations and
entered into a binding agreement (the "Agreement"),  for the purchase of all the
issued  and   outstanding   shares  of  the  capital  stock  of  Major  Wireless
Communications  Inc.,  ("MWCI"),  a Canadian  corporation,  incorporated  in the
Province of British Columbia.  In return, the Company will issue to the Vendors,
a total of 4,000,000  shares of the Companys  authorized  but unissued  Series B
Voting  Convertible  Preferred  Stock,  $0.001 par value per  share,  ("Series B
Stock").  Each  share of Series B Stock may be  converted,  at the option of the
holder,  into 10 fully  paid,  nonassessable  shares of the common  stock of the
Company  along  with the right to vote in the  election  of  directors  of the
Company and on all other matters upon which shareholders of the Company may or
must vote,  with each such share  entitled to 10 votes.  No dividends  shall be
payable on the Series B Stock.

While the  Agreement  calls for the issuing of the said  Series B Stock,  actual
delivery to the Vendors is subject to the  attainment by MWCI of certain  levels
of performance in its business, more particularly set out in Schedule "A" to the
Agreement,  and reproduced under Item 2 below. The business of MWCI is described
under Item 2 below.

Management:

The Agreement makes no provision for a change in either the Board of Directors
or the Officers of the Company.
Beneficial Ownership Following Acquisition:

The following  table sets forth the names of persons who own of record,  or were
known by the Company to own  beneficially,  more than five  percent of its total
issued and  outstanding  voting stock and the  beneficial  ownership of all such
stock as of that date by  officers  and  directors  of the  Company and all such
executive officers and directors as a group, giving effect to the acquisition of
MWCI and the  issuance  of Series B Stock to the  Vendors.  Except as  otherwise
noted,  each person listed below is the sole beneficial  owner of the shares and
has sole investment and voting power as to such shares. In addition to 7,877,559
common  shares  issued and  outstanding,  there are  298,125  shares of Series A
Voting Convertible Preferred Stock outstanding which vote with the common shares
and are  entitled to cast  2,981,250  votes.  The  4,000,000  shares of Series B
Voting Convertible  Preferred Stock issued to the shareholders of MWCI also vote
with the common  shares and are  entitled  to cast an  aggregate  of  40,000,000
votes.  The following table is based upon the 50,858,809  votes that the holders
of the  various  classes  and  series  of the  Company's  outstanding  stock are
entitled to cast, and, except as otherwise  noted,  without  including or giving
effect to any  outstanding  options or  warrants:
Class of Stock       Beneficial Owner    No. Preferred Shares     Equivalent No. of    Pct. of Total 
                                         Beneficially Owned         Common Shares      Voting Power

Series B Voting      Pacific Western
Conv. Preferred      Mortgage Corp.     2,700,000                 27,000,000           53.1%
    (1) 

SAME                 Rick Antoine       650,000                   6,500,000            12.9%

SAME                 Stephen Grant      600,000                   6,000,000            11.9%

Common Stock         Robert G. Clarke     -0-                         -0-               -0-

SAME                 Walter Pickering     -0-                         -0-               -0-

SAME                 Charlie Rodriguez  625,000                   625,000             1.2% (2)

SAME                All executive 
                    Officers and
                    Directors as a
                    Group (3 persons)   625,000                   625,000             1.2% (2)
(1) Holds title on behalf of numerous parties, all of whom are Non-U.S. citizens
or  residents  and none of whom will  individually  hold 5% or more of the total
votes in the Company.  It is the holder's  intention to transfer these shares to
such parties within 45 days. (2) Includes  317,000 shares subject to unexercised
options.
Item 2.           Acquisition or Disposition of Assets.

The Assets:

On February 7th, 1997, the Company entered into negotiations with the holders of
all the issued and  outstanding  capital stock in Major Wireless  Communications
Inc., ("MWCI"), a Canadian company,  incorporated under the laws of the Province
of British Columbia, for the purchase of all such stock. At that time, agreement
was  reached  on a number of issues  including  the price for such stock and the
consideration  to be paid for same.  Final  agreement  was  reached on all terms
resulting in a binding Share Exchange  Agreement  being executed on the 13th day
of May, 1997, (the  "Agreement")  with the exchange itself having been completed
on May 21st, 1997.

The capital stock of MWCI consists of 1600 Class A shares  without par value and
1600 Class B shares  without par value,  the  particulars  of which as they were
held by each of the Vendors on the 13th day of May, 1997, is as follows:

                                                  Class A         Class B 
Rick Antoine                                        260             260 
Stephen Grant                                       240             240 
Tim Zboyovsky                                        20              20 
Pacific Western Mortgage Corp.                    1,080           1,080

There is no material  relationship between any of the Vendors and the Company or
any of its Directors or Officers.

The Consideration:

The  Agreement  provides  that the Company  would issue and  allocate  among the
Vendors in proportion to their ownership of the MWCI shares,  4,000,000 Series B
Voting Convertible Preferred Shares, $.001 par value per share, in the Company"s
stock,  (the "Exchange  Shares").  Each Exchange Share may be converted,  at the
option of the holder, into 10 common shares and each Exchange Share carries with
it 10 votes to be exercised with the Common shares.  The Exchange shares do not
include the right to participate in dividends.

The Agreement includes  provisions for the retention of the said Exchange shares
by the  Secretary of the Company for delivery  upon the  fulfillment  of certain
events by MWCI.  These events are specified in Schedule A to the said  Agreement
and the following  schedule  references the various stages at which the Exchange
Shares will be released and the amount of shares in each instance:

"Prototype"  refers to the complete system enabling such wireless  transmission.
"License  agreements"  refers  to the  agreements  between  MWCI and  individual
Internet  servers for the use of MWCI's system and "Gross revenue"  includes all
cumulative  revenue  generated by MWCI whether from License  fees,  the lease or
sale of equipment or  otherwise,  but does not include any taxes  required to be
collected by MWCI with respect to same.

Event                                                % of shares released

Prototype development completed                      5%
Prototype operational in one community               10%
25 Non-conditional License agreements
signed with non-refundable deposits received.        15%
25 Licensees operational utilizing the system        15%
Gross revenue exceeds $10 million CDN                25%
Gross revenue exceeds $25 million CDN                30%  

The  retention  period  is for a term of 5 years  and may be  extended  up to an
additional 2 years at the discretion of the Board of Directors.  If the Exchange
shares are not released  they may be cancelled  by the  Company.  The  principal
Parties to the agreement entered into a supplementary  agreement dated May 13th,
1997 whereby it was agreed that none of the Vendors would  exercise  their right
to convert until the events specified above had been fulfilled.

                                  The Business

Forward-Looking Information.

     This report  contains  certain  forward-looking  statements and information
relating to the Company that are based on the beliefs of its  management as well
as assumptions  made by and information  currently  available to its management.
When  used  in this  report,  the  words  "anticipate",  "believe",  "estimate",
"expect",  "intend",  "plan",  and  similar  expressions  as they  relate to the
Company or its management, are intended to identify forward-looking  statements.
These statement reflect management's current view of the Company with respect to
future events and are subject to certain risks,  uncertainties  and assumptions.
Should any of these risks or  uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described in this report as  anticipated,  estimated or expected.  The Company's
realization of its business aims could be materially  and adversely  affected by
any technical or other problems in, or  difficulties  with,  planned funding and
technologies,  third party technologies which render the Company's  technologies
obsolete,  the  unavailability  of required third party  technology  licenses on
commercially  reasonable  terms,  the  loss  of  key  research  and  development
personnel, the inability or failure to recruit and retain qualified research and
development  personnel,  or the  adoption  of  technology  standards  which  are
different from technologies around which the Company's  business ultimately is
built. The Company does not intend to update these forward-looking statements.

Business of Major Wireless.

     Major Wireless is a development stage Canadian Company,  incorporated under
the laws of the Province of British Columbia. It was founded to design,  develop
and distribute more efficient and cost effective network  communications between
Internet  users and  Internet  providers  (ISP's).  The  Company  believes  this
objective  can be  achieved  by  combining  and  designing  a variety  of unique
communication  links  between  Internet  users and ISP's.  Major  Wireless  is a
high-technology  start-up company with proprietary  technologies at the stage of
developing prototype  communication units to thoroughly test the initial models.
Major  Wireless is subject to all of the risks  inherent  in a start-up  company
developing  unproven  technology,  and no assurance  can be made that it will be
successful.  In particular,  Major Wireless will be dependent upon the Company's
ability to raise the necessary funds for research and development, manufacturing
and operating capital. While the Company believes it can raise the funds needed,
there can be no assurances that the funding will be available.
Major Wireless "WaveRider" Technolgy.

     The  Major  Wireless  "Last  Mile  Solution"   communications   technology,
developed  under  the name  "WaveRider,  utilizes  spread  spectrum  modems as a
cost-effective, reliable alternative to local loops and dedicated lines provided
by existing public switched telephone networks (PSTN).  WaveRider will provide a
disaster-resistant  communications  link  in the  902 to 928  mhz  band.  Spread
spectrum was initially established for military purposes and contrasts with wire
and fibre optic cable which are  susceptible  to disruption  due to a variety of
reasons.  The  WaveRider  technology  is resistant to jamming and  interference,
detection and interception and has the capability for encryption.  Currently the
Federal Communications  Commission (FCC) requires no license for the use of this
means of communication so long as FCC guidelines are followed.

     The WaveRider  technology is being designed so that each customer will have
a unique serial number  encrypted into the hardware  component that is linked to
the  customer's  computer.  The unit will see only  data  addressed  to  itself.
Through the use of a  proprietary  data packet  format,  each unit will transact
with an access point only when requested to do so. Custom designed  verification
and  encryption/decryption  hardware and  software  ensures that each packet can
only be read by its intended receiver.

     Communications  signals can be greatly increased in bandwidth by factors of
10 to 10,000 by combining them with binary  sequences using several  techniques.
Conventional  signals such as narrow-band  FM, SSB, and CW are rejected,  as are
other  spread-spectrum  signals not bearing the  desired  coding  sequence.  The
result  is a type of  private  channel,  one in which  only the  spread-spectrum
signal  using the same  pseudo-noise  sequence  will be accepted by the end-user
receiver.

     A beneficial  effect of the signal  spreading  process is that the receiver
can reject strong undesired  signals,  even those much stronger than the desired
spread-spectrum  signal power density.  The spread-spectrum  signal is below the
noise floor of a  conventional  receiver and thus  invisible to it, while it can
clearly be received with a spread-spectrum receiver. The use of different binary
sequences  allows several  spread-spectrum  systems to operate  independently of
each other within the same band. This technology reduces the communication costs
of an ISP and provides a customer with a more cost effective,  more reliable and
faster Internet access service (communication link).

Markets for the WaveRider Technology.

     Currently,  market  topology for Internet and network  access may be broken
down into  three  specific  areas:  

1.   Low-speed home user access via analog telephone services;

2.   Mid-range  end-user/small  business  access via ISDN or switch 56 services;
     and

3.   High-speed  business and educational  access supplied by fractional T1 over
     hyperstream/frame relay or ATM networks.

     Each of the above  markets  have their  inherent  problems.  Virtually  all
dial-up  access  currently  is  limited to a maximum  of  33.6Kbs.  There are no
restrictions  and bottlenecks  imposed at the network access point due to issues
such as limited  dial-in  services  or  compatibility-related  problems  between
modems  produced by  different  manufacturers.  Mid-range  services  via ISDN or
similar circuits also display inherent problems due to limited provisions at the
network access center;  and in many cases,  the cost of these circuits make them
an unattractive  option.  Finally,  high-speed business access via fractional T1
lines have been primarily reserved for the ISP and larger corporations  strictly
due to the costs of engineering and maintaining these circuits.
The WaveRider  technology  lends itself to accommodate all three areas with
out changing the basic technology or structure of the network. Specifically, the
WaveRider  technology  offers  solutions to meet every aspect of today's market,
from low-speed  Internet access (33.6kbs)  straight through to the equivalent of
multiple T1 lines  without  changing  the hardware  involved.  This allows Major
Wireless to provide a flexible, upgradeable,  network, where the end user, be it
home user,  small  business,  or large  corporation,  has the option to pick the
"flavor" of network access best suited to the user's environment. Finally due to
the secure nature of the technology  utilized,  the WaveRider technology permits
Secure Private Virtual Networking  services which other platforms cannot provide
without the addition of expensive equipment.

MWCI has  offices  located  in Salmon  Arm,  British  Columbia  from  which some
administration,  research and  development and assembly  occurs.  MWCI has sales
management  and training  facilities set up in Vancouver,  British  Columbia and
Montreal, Quebec.

There are no plans by the Company to alter or change the plans or  directions
currently being pursued by MWCI.

Item 7.           Financial Statements and Exhibits.

(a)  Financial Statements.  The required financial statements are anticipated to
     be filed within the 60 day period permitted by Item 7(b) of Form 8-K.

(b)  Pro  Forma  Financial   Information.   The  required  pro  forma  financial
     information is  anticipated to be filed within the 60 day period  permitted
     by Item 7(b) of Form 8-K.

(c)  Exhibits.  The following  documents are filed as exhibits to this report on
     Form 8-K

     2.1 Share  Exchange  agreement  executed the 13th day of May,  1997 between
Channel i Inc.,  Rich Antoine,  Stephen Grant,  Tim Zboyovsky,  Pacific  Western
Mortgage Corp., and Major Wireless Communications inc.

     10.1 Collateral agreement among the parties executed the 13th day of May,
1997.

     Item 9. Sale of Equity Securities Pursuant to Regulation S.

     The said  Exchange  Shares were issued on May 21st,  1997 and have not been
registered under the Securities Act of 1933 as amended, (the "Act"), in reliance
upon the exemption from registration  provided by Rule 902 c) 2) of Regulation S
under the Act, on the grounds  that the  Exchange is an  off-shore  transaction,
that no Vendor or person or entity having a beneficial  interest in the Exchange
Shares is a "U.S.  Person" and that the  Exchange  Shares have been  offered and
will be issued solely outside the United States of America.
Signatures:

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this current  report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized. Dated: May 27th, 1997.

                                         Channel i. Inc.

                                         Per: /s/ Robert Clarke
                                              ------------------
                                              Robert Clarke
                                              President
SHARE EXCHANGE AGREEMENT

BETWEEN:

CHANNEL i INC., a body  corporate,  incorporated  under the laws of the State of
Nevada,  United  States of America,  with offices at 700, 555 West Hastings St.,
Vancouver, British Columbia, Canada, V6B 4N5.
(hereafter referred to as the "Purchaser")

AND:
RICK ANTOINE,  "Businessman" of Box 538, Salmon Arm, B.C., Can., V1E 4N6

STEPHEN GRANT, "Businessman" of  3702 Wilho Rd., Sorrento, B.C., Can. V0E 1W0

TIM ZBOYOVSKY,  "Businessman"  of Box 142,  Salmon Arm, B.C.,  Can., V1E 4N2 and
PACIFIC WESTERN MORTGAGE CORP., a body corporate, incorporated under the laws of
the Province of British Columbia, Canada, with offices at 300 Stewart Road, Salt
Spring Island,  British Columbia,  V8K 2C4,  (hereafter  collectively called the
"Vendors")

AND:

MAJOR WIRELESS  COMMUNICATIONS  INC., a body corporate,  incorporated  under the
laws of the  Province of British  Columbia,  Canada,  with offices at 141 Hudson
Ave.,  N.E.,  (Box  3218),  Salmon  Arm,  British  Columbia,  Canada,  V1E  4R9.
(hereafter called "MWCI")

WHEREAS:

A. The  Vendors  are the  registered  owners of all the issued  and  outstanding
shares of the capital stock of MWCI, the particulars of which are as follows:

                                                  Class A           Class B
                                                  -------           -------
Rick Antoine                                         260              260
Stephen Grant                                        240              240
Tim Zboyovsky                                         20               20
Pacific Western Mortgage Corp.                      1080             1080

B.   On February  7th,  1997,  negotiations  were  commenced  and  agreement was
     reached,  on a number  of the basic  terms of this  agreement  whereby  the
     Purchaser agreed to purchase all of the said shares of the capital stock of
     MWCI in  exchange  for the  issuance of certain  shares of the  Purchaser's
     stock in accordance  with an evaluation made as of that date, and which the
     Parties now wish to consummate in accordance  with the terms and conditions
     set forth herein;  C. The respective  boards of Directors of both Channel i
     Inc.  and MWCI deemed it to be in the best  interests  of their  respective
     Companies  to enter into this  agreement,  and have  approved the terms and
     contents of this agreement and the execution thereof;
NOW THEREFORE,  in  consideration  of the premises,  and of the mutual promises,
covenants,  terms and  conditions  herein,  the  parties  covenant  and agree as
follows:

1. The Exchange:

1.01 Exchange of Shares: Subject to the terms and conditions  contained  herein,
at the closing of the transactions described in this agreement:

a)   The Vendors  and each of them,  shall sell,  transfer,  assign,  convey and
     deliver to the  Purchaser  all of the said shares  legally owned by them as
     previously described (hereafter referred to as the "Control Shares"),  free
     and clear of all adverse  claims,  security  interests,  liens,  claims and
     encumbrances  (other than restrictions  under applicable  securities laws),
     and the Purchaser shall accept and acquire the same;

b)   As payment in full for the control  shares,  the  Purchaser  shall  ratably
     issue and deliver to the Vendors and  aggregate of 4,000,000  shares of the
     Company's  authorized but unissued  Series B Voting  Convertible  Preferred
     Stock, $.001 par value per share,  (hereafter  referred to as the "Exchange
     Shares");  The Exchange Shares shall incorporate,  inter alia, the right of
     conversion  to  common  shares  at a ratio  of 10  common  shares  for each
     Exchange  Share and the right to vote with each  Exchange  Share  having 10
     votes.  The Exchange Shares shall be allocated among the Vendors and issued
     in  proportion  to their  ownership of Control  Shares.  The said  Exchange
     Shares  shall be held by the  Corporate  Secretary  and  shall be  actually
     released to the Vendors on the  occurrence of the events and in the numbers
     set forth in Schedule A hereto.  In the event any one or more of the events
     described  have not occurred  prior to the  expiration  of 5 years from the
     date of execution of this agreement,  the remaining  Exchange Shares not so
     released,  shall be  cancelled by the  Company;  provided  however that the
     Company,  by its Board of Directors at their sole  discretion and from time
     to time, may extend the said 5 year time frame for such  additional time or
     times  up to a  cumulative  period  of 2 years,  as it may deem  advisable,
     where,  in their sole  discretion,  the failure to do so would be unfair to
     the  Vendors.  So long as any of the said  Exchange  Shares are held by the
     Corporate  Secretary in accordance  with the terms of this  paragraph,  the
     registered  owners thereof shall have full voting rights  together with the
     right  to  received  dividends,  with  all  other  rights  associated  with
     ownership  of the said  Exchange  Shares to be subject to the terms of this
     paragraph.

c)   This  agreement  shall be deemed  effective  between  the   parties  as  of
     February  7th,  1997,  when certain of its  principal  terms  including the
     valuation  of shares,  were  negotiated  and agreed to. As of that date the
     market price of the Purchaser's Common shares was U.S. $0.0625 per share.

1.02 Adjustment: The number of Exchange shares shall be proportionally increased
or decreased,  should the  Purchaser's  stock be subject to a forward or reverse
split prior to closing.
1.03 Entire Purchase Price:  The Exchange Shares  constitute the entire purchase
price payable for the Control  Shares.  The Exchange shares shall not be subject
to any  preemptive  rights,  options,  or  similar  rights  on the  part  of any
shareholder  or creditor of the  Purchaser  or any other  person or entity.  The
Vendors  hereby  acknowledge  the  sufficiency of the purchase  price,  and upon
consummation of the Exchange,  shall have no further rights in or claims to MWCI
and shall  thereafter  have  only  those  rights  accorded  shareholders  of the
Purchaser and as set forth in this agreement.

1.04 Included Assets: At the time of Closing, MWCI. shall continue to own all of
the assets and  properties,  both  tangible  and  intangible,  of every kind and
description,  owned by it on this date, plus all assets and properties as may be
acquired  prior to closing and  excepting  properties,  assets or cash  expended
solely in the ordinary course of business, without withdrawal or removal.

1.05 Breaches and  Violations:  If, and to the extent that the sale and purchase
of the Control  Shares is alleged to  constitute a breach of any lease,  loan or
financing agreement, or other contract,  license,  franchise,  permit, approval,
trust or other  property or  contractual  interest,  or a violation  of any law,
decree,  order,  regulation,  or other governmental  edict, both the Vendors and
MWCI shall expend all reasonable efforts at their respective  expense, to obtain
any consents and waivers of third  parties or otherwise  resolve any such breach
or violation and the Purchaser shall cooperate with them wherever possible.

1.06  Assumption of Ownership and Possession:  At closing,  Purchaser shall take
ownership,  possession  and  control of MWCI,  its books,  records,  properties,
assets and operations in whatever form the same may be and wherever the same may
be located.

1.07 Continuing  Obligation of the Parties:  The Parties hereto each agree that,
should anything required to be done,  conveyed or delivered by any party through
inadvertence or otherwise,  not be done, conveyed or delivered at Closing,  they
will each do, or cause to be done, such further or other acts as may be required
to complete the same.

1.08 Securities not Registered:  MWCI and the Vendors each acknowledge and agree
that the Exchange  shares have not been  registered  under the Securities Act of
1933, as amended,  (the "Act"), in reliance upon the exemption from registration
provided by Rule  902(c)(2)  of  Regulation S under the Act, on the grounds that
the Exchange  herein is an offshore  transaction,  that none of the Vendors is a
"U.S.  Person" and that the Exchange Shares have been offered and will be issued
solely outside the United States of America.  Each Vendor understands and agrees
that the prior  written  consent  of the  Purchaser  will be  necessary  for any
transfer of any or all of the Exchange  Shares,  unless and until the securities
have been duly  registered  under the Act or the transfer is made in  accordance
with an available  exemption  from  registration  under the Act.  The  Purchaser
similarly  acknowledges  that the Control Shares have not been registered  under
the Act and are restricted securities.

1.09 Restrictive  Legend:  The Vendors each acknowledge and agree,  that, unless
and until  removed in  accordance  with law, all  certificates  which are issued
evidencing  the Exchange  Shares,  shall contain a customary  form of investment
legend in substantially the following form:
"The  shares  evidenced  by this  Certificate  and any other  securities  of the
corporation  into which such securities may be converted or exchanged,  have not
been registered under the U.S. Securities Act of 1933, (the "Act") but have been
offered and sold in reliance upon Regulation S under the Act.  Transfer of these
securities is prohibited  except in accordance with the provisions of Regulation
S or pursuant to registration  under the Act.", and which legend shall include a
self-liquidating or self-destructing date, where allowed by law.

1.10 Closing:  Subject to the conditions precedent set forth herein, the closing
of all transactions herein  contemplated,  ("Closing"),  shall take place at the
offices of the Purchaser C9. at 700, 555 West  Hastings  St.,  Vancouver,  B.C.,
Canada,  on or before the 13th day of May, 1997, at a time mutually agreed upon,
or such  earlier or later date and time as may be  mutually  agreed  upon by the
Parties.  This  agreement  shall be  effective  and  binding  when signed by all
Parties hereto.

1.11 The  Purchaser  has  registered  its  common  shares  under the  Securities
Exchange  Act of 1934,  as  amended  ("Exchange  Act"),  and is  subject  to the
information and reporting requirements of the Exchange Act. The Purchaser,  MWCI
and the Vendors  acknowledge  that the  following  filings must be made with the
U.S.  Securities and Exchange  Commission ("SEC"), in relation to this Agreement
and the transactions contemplated herein:

a)   A current report on Form 8-K must be filed by the Purchaser  within 15 days
     following the execution of this  Agreement  which  describes in details the
     terms of this Agreement and other required information, and certain audited
     and  unaudited  financial  statements  of MWCI will need to be timely filed
     with the SEC;

b)   If a  majority  of the  Purchaser's  board  of  Directors  will  change  in
     connection with this Agreement, a notice pursuant to SEC Rule 14F-1 must be
     filed with the SEC and mailed to the Purchaser's shareholders not less than
     10 days before the new directors take office;

c)   Every person who becomes an executive  officer or director of the Purchaser
     must within 10 days file with the SEC a report of beneficial ownership of
     securities on Form 3; 

d)   Upon  consummation of this Agreement,  every person who as a result becomes
     the  beneficial  owner of more  than 5% of  Purchaser's  voting  securities
     (including securities obtainable within 60 days upon exercise, exchange, or
     conversion of other securities),  must within 10 days, file with the SEC, a
     report of beneficial ownership of securities on Schedule 13D, and

e)   Upon  consummation of this Agreement,  every person who as a result becomes
     the beneficial owner of 10% or more of the Purchaser's  voting  securities,
     (including securities obtainable within 60 days upon exercise,  exchange or
     conversion of other securities), must file with the SEC a Form 3 containing
     all required information.

1.12 Approval of Certain Actions by Purchaser:  MWCI and the Vendors acknowledge
that they wish for the Purchaser to: i) increase its  authorized  capital stock,
and, ii) change its corporate name to WAIVERIDER COMMUNICATIONS INC. The Vendors
agree that they will,  following  consummation of this agreement and issuance to
them of the  Exchange  Shares,  vote such shares in favor of both  proposals  by
means of a consent in lieu of a shareholder meeting.
1.13  SEC  Investigation:  The  staff  of the SEC in 1994  commenced  a  private
investigation  into,  among other things,  certain past equity offerings made by
Purchaser. This is a civil, not a criminal, investigation. The current executive
officers and directors of the Purchaser had no involvement  in the  transactions
which are the subject of the investigation.  If the SEC staff concludes that the
Purchaser, or affiliated persons,  violated United States securities laws, it is
possible  that the SEC will then  initiate  one of several  actions  against the
Purchaser and such persons. The potential actions which could be taken include a
civil action for damages or for injunctive or other relief,  or the commencement
of administrative proceedings by the Commission itself, against the Purchaser or
any affiliated individuals believed to have engaged in wrongdoing. The Purchaser
cannot  at this  time  predict  what  action,  if any,  the SEC staff or the SEC
itself, may later take, or what money damages or other relief it might seek, nor
can the effect  upon the  Purchaser  by  predicted.  Based on the facts known to
management  however,  the Purchaser  does not believe that it or any  affiliated
persons  engaged in  violations  of United  States  laws or rues or  regulations
thereunder.  The Purchaser has  cooperated  and intends to continue to cooperate
with  the SEC  staff  in  regard  to this  investigation.  Purchaser  has had no
communication  with the SEC staff for over a year and believes the investigation
has, as a practical matter, ended, but no assurance of this can be made.

2.  Representations  and Warranties of MWCI: MWCI hereby represents and warrants
that the  following  are true and correct as of the date hereof and will be true
and correct through to and including the Closing date, as if made on that latter
date:

a)   MWCI is a corporation duly organized, validly existing and in good standing
     under the laws of the  Province  of British  Columbia,  in the  Dominion of
     Canada with all  requisite  power and authority to carry on the business in
     which it is engaged and has no subsidiary.

b)   There are no claims, actions, suits, proceedings,  or investigations of any
     kind  pending  or  threatened  against  or  affecting  MWCI  or  any of its
     properties or business anywhere in the world.

c)   MWCI has  complied  in all  material  respects  with all  applicable  laws,
     regulations, and rules, applicable to its business or properties.

d)   All  taxes,  assessments  and  other  charges  owing by MWCI to any  taxing
     authority  shall have been duly paid and all  applicable  tax returns shall
     have been properly filed.

e) The  execution,  delivery and  performance  by MWCI of this agreement and any
other agreements  contemplated  hereby, and the consummation of the transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  requisite
corporate  action of MWCI. This agreement and any other  agreement  contemplated
hereby  have  been  and will be,  as of the  Closing  Date,  duly  executed  and
delivered by MWCI and constitutes and will constitute  legal,  valid and binding
obligations of MWCI,  enforceable against it in accordance with their respective
terms, except as may be limited by applicable bankruptcy,  insolvency or similar
laws affecting  creditors'  rights  generally,  or the availability of equitable
remedies.
f)   No consent, approval, authorization, or order of any court, or other agency
     or  authority,  or any other  person  whatsoever,  is required  for MWCI to
     execute, deliver and consummate this agreement.

g)   As at the date of this  agreement,  the  authorized  capital  stock of MWCI
     consists of 2,220,000  shares  divided into:  10,000 Class A shares without
     par value,  10,000  Class B shares  without  par value,  2,000,000  Class C
     shares with a par value of $0.01 per share,  100,000  Class D shares with a
     par value of $0.01 per share,  and 100,000  Class E shares with a par value
     of $100.00 per share,  of which the  Control  Shares are the only shares of
     MWCI stock issued and  outstanding:  No other shares of capital  stock have
     been  authorized  or have  been  issued.  All of the  said  issued  and
     outstanding  shares have been duly authorized,  validly  issued,  and are
     fully paid and nonassessable. MWCI is not a party to, or bound by, nor does
     it have any knowledge of any agreement, instrument,  arrangement, contract,
     obligation,  commitment or understanding of any character,  whether written
     or oral,  express or implied,  whereby MWCI is bound to issue shares of its
     capital stock, or any instrument or right  convertible into or exchangeable
     for its capital stock, nor relating to the sale,  assignment,  encumbrance,
     conveyance, transfer or delivery of any capital stock of MWCI , of any type
     or class.  MWCI shall  provide to the  Purchaser  a list of all  registered
     holders of capital stock,  inc luding the number of shares held by each and
     the number of each  certifica te held,  duly  certified by the Secretary of
     MWCI.

h)   Outstanding  Options,  Warrants or other  Rights:  MWCI has no  outstanding
     warrants,  options or similar rights,  whether issued pursuant to a benefit
     or other plan or not,  whereby any  person may  subscribe  for or  purchase
     shares of its capital stock, nor are there any other securities outstanding
     which are convertible into or exchangeable for its capital stock.

i)   Stock or Other Benefit Plans: As of the date of this agreement and the date
     of closing, MWCI has not and will not have authorized or have in effect any
     stock option plan,  employee stock option or stock purchase plan,  dividend
     reinvestment  plan or similar plan pursuant to which any person is entitled
     to  acquire  capital  stock  of  MWCI  or  securities  convertible  into or
     exchangeable for capital stock of MWCI.

j)   Pension and Similar Plans: As of the date of this agreement and the date of
     closing,  MWCI has not and will not have  authorized  or have in effect any
     bonus,  deferred  compensation,  pension,  profit-sharing,  retirement   or
     similar plan  covering its  directors,  officers,  employees,  or any other
     persons whatsoever.

k    Financial Statements:  MWCI shall furnish to the Purchaser copies of its
     financial  statements,  unaudited  , to the  end of the  month  immediately
     preceeding  closing, a balance sheet, and an income statement and cash flow
     statement. Such statements shall fairly present the assets, liabilities and
     financial  condition of MWCI as of the said date,  shall have been prepared
     in conformity with generally accepted accounting  principles,  consistently
     applied  during  the  period  covered,  and  shall  include  all  notes and
     schedules thereto. In addition,  MWCI shall provide the Purchaser with such
     additional  financial  information,  books and records as the Purchaser may
     request,  all of which shall be furnished  no later than 60 days  following
     execution of this agreement.
l)   Material Liabilities:  MWCI has not incurred any liabilities or obligations
     whatever,  (whether  direct,  indirect,  accrued,   contingent,   absolute,
     secured,  unsecured,  or otherwise),  including  liabilities as  guarantor,
     surety or otherwise for the  obligations of others and tax  liabilities due
     or to become due,  except as described in the  Financial  Statements  or as
     otherwise disclosed in writing to the Purchaser.

m)   Material Transactions and Adverse Changes:  Except as has been disclosed in
     writing to the  Purchaser,  MWCI has not and as of the date of Closing will
     not  have:  i)  suffered  any  materially  adverse  change  in its  assets,
     liabilities,  or  financial  condition  taken as a whole;  ii) suffered any
     damage or destruction in the nature of a casualty loss to any oneor more of
     its properties,  whether or not covered by insurance,  which singly,  or in
     the  aggregate,  are  materially  adverse to the  properties or business of
     MWCI; iii) purchased or redeemed any of its capital stock, or authorized or
     paid any stock dividends,  or authorized or paid any cash dividends or made
     any  distribution of capital or earnings,  or authorized or made any split,
     combination (reverse split), or other  reclassification of or affecting any
     of its capital  stock;  iv) made any change in any method of  accounting or
     accounting  practice,  including the revaluation of any asset; v) increased
     or made any  commitment  to  increase  the  salary,  fees or other forms of
     compensation of any employee, officer or director; or vi) agreed in writing
     or otherwise, to take any action described in this paragraph.

n)   Contracts:  MWCI has  provided or will  provide to the  Purchaser  prior to
     Closing, a copy of all contracts to which MWCI is a party or of which it is
     aware and which in any way, might affect MWCI or its business operations.

o)   Patents,  Trademarks, etc.: MWCI is in the process of applying for a patent
     or patents along with registered  trademarks associated with the technology
     and business of providing  internet services,  however,  these are still in
     the  formative  stages  and  no  patent  or  trademark  rights  are  as yet
     guaranteed.  MWCI  will  furnish  to  the  Purchaser  copies  of  all  such
     applications.

p)   Litigation:  There  are  no  claims,  actions,  suits,  proceedings  or
     investigations  pending or threatened  against or affecting MWCI, or any of
     its properties in any court or by or before any federal, state, provincial,
     municipal or other  governmental  department,  commission,  board,  bureau,
     agency  or other  instrumentality,  domestic  or  foreign,  or  arbitration
     tribunal or other forum  which,  if  determined  adversely  to MWCI,  would
     materially  m affect  its  business,  prospects,  properties  or  financial
     condition,  or its right to conduct business as being conducted or expected
     to be conducted, except as disclosed in writing to the Purchaser. There are
     no  judgments,  decrees,  injunctions,  writs,  orders  or  other  mandates
     outstanding  to which MWCI is a party or by which it is bound or  affected,
     except as disclosed in writing to the Purchaser.
q)   Affiliate  Relationships:  MWCI is not indebted to any  officer,  director,
     employee,  shareholder  or agent thereof as of the date of this  Agreement,
     and no money or property is owed to MWCI by any officer, director, employee
     or shareholder thereof, except as disclosed in writing to the Purchaser.

r)   Salaries:  MWCI  has  delivered  to  the  Purchaser  a  true  and   correct
     description of the annual rate of compensation  (including benefits) of all
     employees of MWCI.  There is no obligation,  commitment or past  repetitive
     historical  practice of MWCI to pay  bonuses,  royalties  or other  similar
     compensation  designed to reward past  performance,  create  incentive  for
     future  performance,  or  otherwise,  to any  director,  officer  or  other
     employee of MWCI, except as disclosed to the Purchaser.

s)   Documents  Genuine:  All  originals  and/or  copies of MWCI's  articles  of
     incorporation and bylaws, each amended to date, and all minutes of meetings
     and written  consents in lieu of meetings of  shareholders,  directors  and
     committees  of directors  of MWCI,  financial  data,  and any and all other
     documents,  material, data, files or information which have been or will be
     furnished to the Purchaser,  are and will be true, complete and correct and
     unmodified originals and/or  copies  of such documents,  information, data,
     files or material. 

t)   Restrictive Covenants:  Prior to the consummation of the Exchange here in,
     MWCI,  shall conduct its business in the ordinary and usual course  without
     unusual  commitments and in compliance with all applicable  laws,  rules,
     and  regulations.  Furthermore,  MWCI will not,  without the prior  written
     consent of the Purchaser: i) make any changes to its capital structure, ii)
     incur any liability or obligation other than current  liabilities  incurred
     in the ordinary and usual course of business,  iii) incur any  indebtedness
     for borrowed money,  iv) make any loans or advances oth er than advances to
     employees in the  ordinary and usual course of business,  v) declare or pay
     any  dividend or make any other  distribution  with  respect to its capital
     stock,  vi) issue,  sell,  or deliver or purchase or otherwise  acquire for
     value any of its  stock or other  securities,  vii)  mortgage,  pledge,  or
     subject  to  encumbrance,  any of its assets or  properties,  viii) sell or
     transfer any of its assets or properties,  except in the ordinary and usual
     course of business,  ix) make any investment of a capital nature,  x) adopt
     or amend in any material respect,  any collective  bargaining  agreement or
     employee  benefit  plan, or x i) enter into any  contract,  agreement,   or
     other commitment which is material to the business,  assets, properties, or
     financial position of MWCI.

u)   Law Violations:  MWCI has never been convicted in any criminal  proceedings
     or  named  subject  of  a  pending  criminal  proceeding  (excluding  minor
     offences),  nor has it been the  subject of any order,  judgment or decree,
     not subsequently reversed,  suspended or vacated, of any court of competent
     jurisdiction,  permanently  enjoining it from,  or  otherwise  limiting the
     engagement in any type of business practice; or engaging in any activity in
     connection  with the  purchase  or sale of any  security  or  commodity  in
     connection with violation of federal, state, or provincial security laws.
v)   Access to Information:  MWCI agrees to make available access to any and all
     corporate and financial  files and records of MWCI for inspection  prior to
     closing.

w)   Disclaimer  of Further  Warranties:  Except as expressly  set forth in this
     Agreement and any schedules and exhibits hereto, the Purchaser has not made
     any   representations  or  warranties  to  MWCI  in  connection  with  this
     Agreement.

4. Representations and Warranties of the Vendors: The Vendors each and severally
represent  and warrant  that the  following  are true and correct as of the date
hereof and will be true and correct  through the Closing date as if made on that
latter date:

a)   The  Vendor is not a "U.S.  Person" as that term is defined in Rule 902 (o)
     of Regulation S under the Securities Act and at the time this Agreement was
     executed  and  delivered  to the  Purchaser,  Vendor was outside the United
     States. Vendor if an entity, was not formed for the purpose of investing in
     the Exchange Shares and maintains its business offices at the address shown
     in this Agreement.

b)   Vendor is accepting the Exchange Shares for its own account (and/or for the
     beneficial  account of other non-United  States persons who are outside the
     United States) and not on behalf of or for the account of any U.S.  person;
     and Vendor has not made any pre-arrangement to transfer the Exchange Shares
     to a U.S.  person or to return the  Exchange  Shares to the  United  States
     securities  market (which  includes short sales in the United States within
     the restricted  period to be covered by delivery of Exchange Shares) and is
     not  accepting  the Exchange  Shares as part of any plan or scheme to evade
     the registration requirements of the Securities Act.

c)   Vendor acknowledges and agrees that the offering restrictions applicable to
     the Exchange Shares restrict Vendor from selling any of the Exchange Shares
     into the United  States or to a U.S.  person  during the 40 day  restricted
     period,  commencing  upon  completion  of  the  Exchange  (the  "restricted
     period");  that such  restricted  period shall be deemed to commence on the
     date the  Purchaser  certifies  to be the date  that  all  parties  and all
     Vendors  have  executed  a  counterpart  of this  Agreement;  and  that the
     Purchaser  will instruct its transfer  agent to place a stop transfer order
     with  respect to the certificates representing the Exchange Shares and that
     such certificates  shall bear a legend  substantially in the form set forth
     in  Section  1 above.  Vendor  acknowledges  that a  certain  number of the
     Control  Shares  are held for the  beneficial  account  of others  with the
     result that  certain of the  Exchange  shares may be issued in the names of
     the persons or entities  retaining  such  beneficial  interest.  The Vendor
     confirms that it will have obtained the  acknowledgment of all such parties
     having a beneficial interest,  that they are aware of the said restrictions
     and  that  they  will  abide  by all of the  covenants  applicable  to such
     restrictions, given by the Vendor herein.

d)   Each  Vendor  represents,  warrants  and hereby  agrees that all offers and
     sales of the  Exchange  Shares by Vendor  in the  United  States or to U.S.
     persons,  or  otherwise,  whether  prior to the  expiration  or  after  the
     expiration  of the  Restricted  period  shall be made  only  pursuant  to a
     registration  of the Exchange  Shares  under the Act or an  exemption  from
     registration.
e)   Vendor has not engaged in any  "directed  selling  efforts"  (as defined in
     Rule 902 of  Regulation  S) in the United  States  regarding  the  Exchange
     Shares,  nor has he, she or it engaged  in any act which  reasonably  might
     have the effect of  preconditioning  the U.S.  market for the resale of the
     Exchange Shares being subscribed.

f)   Vendor is not an officer, director or affiliate (as that term is defined in
     Rule 405 under the Act), of the Purchaser,  or an underwriter or dealer (as
     such terms are defined in the federal securities law of the United States),
     and the purchase of the Exchange Shares by Vendor is not a transaction, (or
     part of a series of transactions),  that is part of any plan  or  scheme to
     evade  the  registration  provisions  of the  Act.  If  Vendor  becomes  an
     affiliate  of the  Purchaser  at any time  after  purchasing  the  Exchange
     Shares, Vendor understands and agrees that every sale made by it thereafter
     must be made in  compliance  with  the  provisions  of Rule  144 of the Act
     (except for the two year holding period requirement),  including the filing
     of Form 144 with the  Securities  and  Exchange  Commission  at the time of
     sale, as required under Rule 144.  Vendor  understands  and agrees that the
     provisions  of Rule 144, if at any time  applicable to it, are separate and
     apart from and independent of any restrictions imposed by Regulations S and
     will apply even after the  expiration  of the 40 day  restricted  period of
     Regulation S.

g)   Vendor does not have a short  position in the shares of the  Purchaser  and
     will not have a short  position  in such  shares  at any time  prior to the
     expiration of the restricted period.

h)   If at any time after the  expiration of the restricted  period,  the Vendor
     wishes to transfer or attempts to transfer the Exchange  Shares to  a  U.S.
     person,  the Vendor agrees to notify the Purchaser if at such time it is an
     "affiliate"  of the  Purchaser  or is then  acting  as an  "underwriter"  ,
     "dealer",  or  "distributor"  as to such Exchange Shares (as such terms are
     defined  in the  federal  securities  laws  of  the  United  States  or the
     regulations  promulgated  thereunder,   including,   but  not  limited  to,
     Regulation  S),  or if such  transfer  is  being  made as part of a plan or
     scheme to evade the registration provisions of the Act.

i)   Vendor  understands  that no Federal or State Agency has approved or passed
     upon or made  any  recommendation  as to or  endorsement  of  the  Exchange
     Shares.

j)   Each  Vendor  has  received  and   carefully   reviewed  in  its  entirety,
     information  otherwise  provided  in  writing  by  Purchaser  and any other
     information from books and records of the Purchaser, and have relied on the
     information  contained  therein.  The Vendor  understands  that  additional
     information  concerning Purchaser has been made available for inspection by
     the Vendor and his attorney,  accountant or other advisers.  The Vendor and
     his advisers  have had a  reasonable  opportunity  to ask  questions of and
     receive answers from Purchaser or a person or persons acting on its behalf,
     concerning  the  Exchange  of  shares,  and all such  questions  have  been
     answered to the Vendor's or their satisfaction.
k)   Vendor  recognizes  that the Exchange  Shares are speculative and involve a
     high  degree of risk and trade in the  non-Nasdaq  segment  of the over the
     counter (OTC) markets.

l)   The Vendor's own the Control Shares in the respective  numbers as set forth
     previously  in this  agreement,  and the address of each is  similarly  set
     forth; The Control Shares are free and clear of all liens, claims,  rights,
     or other  encumbrances  whatever  and of all options and similar  rights of
     third  persons;  no person has or will have any right in and to such shares
     except as are created by force of law under any marital, community property
     or  similar  rights;  and no  person  owns or will  own any  right of first
     refusal,  per-emptive right,  option or similar right to acquire any of the
     Control  Shares,  in either  case,  except as  disclosed  in writing to the
     Purchaser prior to Closing.

m)   Each Vendor has the full right, power and legal capacity to enter into this
     Agreement  and sell and deliver the Control  Shares to the Purchaser on the
     terms herein. As to each Vendor which is a corporation or other entity, all
     requisite  corporate or equivalent  action has been taken that is necessary
     to approve the execution and performance of this Agreement.

n)   Each Vendor  represents  and warrants that he is not now insolvent and will
     not be insolvent  after selling and  delivering  the Control  Shares to the
     Purchaser on the terms of this Agreement,  and each Vendor is receiving new
     consideration  at least  equal to the  full and fair  value of the  Control
     Shares being sold.

o)   The Vendor alone, or together with the Vendor's advisor(s),  possesses such
     knowledge  and  experience  in  financial,  tax and business  matters as to
     enable  each  Vendor to  utilize  the  information  made  available  by the
     Purchaser,  in  connection  with the  Exchange and issuance of the Exchange
     Shares,  to evaluate the merits and risks of exchanging  the Control Shares
     for the Exchange  Shares and to make an informed  investment  decision with
     respect thereto.

p)   All  information  which each  Vendor has  provided  or will  provide to the
     Purchaser  is or will be correct and  complete as of the date  furnished to
     the  Purchaser  and  if  there  should  be  any  material  change  in  such
     information  prior  to the  Closing  as to any  Vendor,  that  Vendor  will
     immediately  provide the Purchaser with such information.

q)   Except as  expressly  set forth in this  Agreement  and any  schedules  and
     exhibits hereto,  Purchaser has not made any  representation or warranty to
     any Vendor in connection with this Agreement, and the Purchaser has made no
     communication  to any Vendor  that  constitutes  or could be  construed  as
     constituting tax or investment advice.

r)   To the best of the knowledge of each Vendor, all of the representations and
     warranties of MWCI as set forth in this Agreement, are accurate and true.

5.  Representations  and  Warranties of  Purchaser:  Unless  specifically  tated
otherwise in this  Agreement,  the  Purchaser  represents  and warrants that the
following  are  true and  correct  as of the  date  hereof  and will be true and
correct through the Closing Date as if made on that date:
a)   Exchange Shares Duly  Authorized:  The Exchange Shares will be when issued,
     validly  issued,  fully  paid and  nonassessable;  the sale,  issuance  and
     delivery of the Exchange Shares on the terms herein  contemplated  has been
     authorized  by all  requisite  corporate  action of the  Purchaser  and the
     Exchange Shares will not be subject to any preemptive rights,  options,  or
     similar rights on the part of any  shareholder or creditor of the Purchaser
     or any other person.

b)   Restricted  Securities,  etc.:  Purchaser  acknowledges  that the  Control 
     Shares have not been registered pursuant to the Act or any applicable state
     security laws, that the Control Shares will be characterized as "restricted
     securities"  under  the  Act,  and that  under  such  laws  and  applicable
     regulations,  the Control  Shares  cannot be sold or otherwise  disposed of
     without  registration  under the Act or an exemption  therefrom.  Purchaser
     acknowledges  that all  certificates  issued to it  respecting  the Control
     Shares will bear an appropriate  investment legend.  Purchaser is acquiring
     the Control  Shares for its own account for  investment and not with a view
     to or for the sale or other disposition in connection with any distribution
     of all  or  any  part  thereof,  except:  i) in an  offering  covered  by a
     registration  statement  filed with the Securities and Exchange  Commission
     under the Act covering the Control  Shares,  or ii) pursuant to  applicable
     exemption under the Securities Act.

c)   Organization  and Good Standing:  Purchaser is and on the Closing Date will
     be duly organized,  validly existing and in good standing under the laws of
     the State of Nevada, with all requisite power and authority to carry on the
     business in which it is engaged and is duly  qualified  and  licensed to do
     business and is in good standing in all  jurisdictions  where the nature of
     its business makes such qualification necessary.

d)   Capitalization:  As provided  in its  Articles  of  Incorporation,  the
     authorized  capital stock of the Purchaser  consists of:  50,000,000 shares
     divided into 45,000,000  Common shares and 5,000,000  Preferred  shares. of
     which there are approximately 7,500,000 Common shares and 300,000 Series A,
     Preferred shares issued and outstanding. The terms, rights, preferences and
     privileges of the preferred stock are described in the Purchaser's Articles
     of  Incorporation,  and  where  amended  or  restated  to date,  have  been
     furnished to the other parties.

e)   Outstanding Options,  Warrants or Other Rights:  Except as described to the
     Vendors in  writing,  Purchaser  has no  outstanding  warrants,  options or
     similar  rights to subscribe  for or purchase  shares of its capital  stock
     (not  any  securities  convertible  into or  exchangeable  for its  capital
     stock), nor are there any other securities outstanding  convertible into or
     exchangeable   for  its  common  stock,  and  there  are  no  contracts  or
     commitments  pursuant to which any person may acquire or  Purchaser  may be
     bound to   issue any  shares  of its  capital  stock  save as may have been
     disclosed to the Vendors in writing.
f)   Litigation:  Except as more particularly disclosed in this agreement, there
     are no claims,  actions,  suits,  proceedings or investigations  pending or
     threatened  against or affecting the Purchaser in any Court or by or before
     any federal, state, provincial, municipal or other governmental department,
     commission,  board, bureau, agency, or other instrumentality,  do mestic or
     foreign, or arbitration tribunal or other forum, except as disclosed to the
     Vendors in writing. There are no judgments,  decrees,  injunctions,  writs,
     orders or other mandates  outstanding to which the Purchaser  is a party or
     by which it is bound or affected.

g)   Financial  Statements:  Purchaser will provide to the Vendors and to any
     requesting  Vendor,  the  Purchaser's  audited  balance sheet and the other
     financial  statements  of the  Purchaser  for such  periods as the  Vendors
     reasonably  request.  All such statements  shall fairly present the assets,
     liabilities  and financial  condition of the Purchaser as of the respective
     dates thereof and all shall have been prepared in conformity with generally
     accepted  accounting  principles,  consistently  applied during the periods
     covered. For purposes of this agreement,  such statements shall include all
     notes thereto.

h)   No  Undisclosed  Material  Liabilities:    Purchaser  has not incurred  any
     liabilities or obligations whatever,  (whether direct,  indirect,  accrued,
     contingent,  absolute, secured, unsecured or otherwise),  which, singly, or
     in the  aggregate,  are  material to its assets,  operations,  or financial
     conditions, except as reflected in the Purchaser's financial statements  or
     otherwise disclosed in writing to the Vendors.

i)   Taxes: All income, excise, unemployment,   social security,   occupational,
     franchise and other taxes, duties,  assessments or charges levied, assessed
     or  imposed  upon the  Purchaser  by the  United  States or by any state or
     municipal government or subdivision or instrumentality  thereof , have been
     duly paid or  adequately  provided  for,  and all  required  tax returns or
     reports  concerning  any such  items  have been duly filed or will be so fi
     led.

j)   Authorization and Validity:  The execution,  delivery and performance by
     the  Purchaser  of this  agreement  and any other  agreements  contemplated
     hereby,  and the consummation of the transactions  contemplated  hereby and
     thereby,  have been duly authorized by all requisite  corporate  actions of
     the Purchaser.  This Agreement and any other agreements contemplated hereby
     have been or will be as of the Closing Date, duly executed and delivered by
     the Purchaser and constitutes and will constitute legal,  valid and binding
     obligations of the  Purchaser,  enforceable  against it in accordance  with
     their respective terms, except, as may be limited by applicable bankruptcy,
     insolvency or similar laws  affecting  creditors'  rights  generally or the
     availability  of  equitable  remedies.  The  approval  of  the  Purchaser's
     shareholders is not necessary for the Purchaser's execution and performance
     of this Agreement.

k)   Consents/ Approvals/ Conflict: No consent, approval, authorization or order
     of any court,  or  governmental  agency or other body is  required  for the
     Purchaser  to execute  and perform its  obligations  under this  Agreement.
     Neither  the  execution,  delivery,  consummation  or  performance  of this
     Agreement shall conflict with,  constitute a breach of Purchaser's articles
     of incorporation and bylaws as amended to date, or any note, mortgage,
indenture,  deed of trust or other  agreement  or  instrument  to which the
     Purchaser is a party or by which it is bound; nor, to the best of the Purc=
     haser's knowledge and belief,  any existing law, rule,  regulation,  or any
     decree of any court or governmental department, agency, commission, board ,
     or bureau, foreign or domestic, having jurisdiction over the Purchaser.

     l) Disclaimer of Further Warranties:  Except as expressly set forth in this
     Agreement  and any  schedules  and  exhibits  hereto,  neither MWCI nor any
     Vendor  has  made  any  representation  or  warranty  to the  Purchaser  in
     connection with this Agreement.

m)    Approval  for  Name  Change:  The  Purchaser   has  reserved   the   name,
     "Waverider  Communications Inc." and undertakes to effect a name change for
     itself, at the earliest possible date.

n)   Miscellaneous:  The execution  and  performance  of this  Agreement and
     compliance with the provisions  hereof,  will not violate,  with or without
     giving notice and /or the passage of time, any provisions of law applicable
     to the Purchaser.  All statements  made by the Purchaser in this Agreement,
     or in any exhibit or schedule  hereto,  or in any  document or  certificate
     executed and delivered  herewith,  are true, correct and complete as of the
     date of this Agreement and will be so as of the Closing Date. All copies of
     documents  provided  and to be provided by the  Purchaser  are and shall be
     true and correct copies of such documents.

6.Conditions to Obligations of the Parties;  Deliveries:  All obligations of the
parties  under  this  Agreement  are  subject to the  fulfillment,  prior to the
Closing,  of all  conditions  precedent and to  performance of all covenants and
agreements,  and  completion  of  all  deliveries  contemplated  herein,  unless
specifically waived in writing by the party entitled to performance or to demand
fulfillment  of the  covenant  or  delivery of the  documents.  The  Purchaser's
obligations  to purchase and pay for the Control  Shares are further  subject to
the  representations  and  warranties  of MWCI and the  Vendors  being  true and
correct at the Closing,  and the  obligations of the Vendors to sell,  transfer,
assign,  convey and  deliver  the  Control   Shares  is  further  subject to the
representations  and  warranties of the Purchaser  being true and correct at the
Closing.

6.01  Documents to be  Delivered to  Purchaser:  At the closing,  the  following
documents shall be delivered to the Purchaser by MWCI or the Vendors as the case
may be,  which  documents  shall be in a form and  content  satisfactory  to the
Purchaser's counsel:

a)   A  Certificate   executed   by  an  Officer  of  MWCI,  dated  the  Closing
     Date,certifying  that the representations and warranties of MWCI, contained
     in  this  Agreement  and the  information  set  forth  in any  exhibits  or
     schedules hereto, are then true and correct and that MWCI has complied with
     all things required of it by this Agreement and all related Agreements; and
     at the option of the  Purchaser,  a legal opinion as to any such matters as
     the Purchaser may in its sole discretion, require.

b)   A  Shareholders  list, reflecting  the names,  addresses  and shareholdings
of MWCI, (both legal and beneficial), immediately prior to closing, such as
     to enable the Purchaser to properly allocate and issue the Exchange Shares,
     and an incumbency  certificate,  naming the Officers and Directors of MWCI,
     specifying  the Offices held by each,  both duly certified by the Secretary
     of MWCI.

c)   A copy of the  Directors'  resolutions  or minutes of the meeting of the
     Directors  of  MWCI  approving  the  execution  and   performance  of  this
     Agreement.

d)   All  schedules,  exhibits  and  other  information  called  for in  this
     Agreement, in proper form and properly completed.

e)   Upon  receiving  delivery of the original  certificates  evidencing  the
     Control Shares,  MWCI shall cancel such  certificates and issue and deliver
     to  and  in the  name  of the  Purchaser  a  certificate  or  certificates,
     evidencing all of the Control Shares purchased hereunder.

6.02  Documents to be Delivered  by the  Vendors:  At the closing,  the Vendor s
shall deliver to MWCI , for cancellation, all of the certificates evidencing the
Control Shares,  each  certificate  endorsed by the Vendor  transferring  it, or
accompanied  by a  stock  power  signed  by the  Vendor  transferring  it,  duly
notarized or medallion guaranteed.

6.03  Documents to be Delivered  To MWCI and the  Vendors:  At the closing,  the
following  documents  shall  be  delivered  to  MWCI  and  the  Vendors,  by the
Purchaser,  which documents shall be satisfactory in form and content to counsel
for both:

a)   Certificates evidencing the Exchange Shares in proper denominations.

b)   A  certificate  executed by the Secretary of the  Purchaser  and  dated the
     Closing Date,  certifying  that the  representations  and warranties of the
     Purchaser  contained in this  Agreement  are then true and correct and that
     the Purchaser has complied with all agreements  and conditions  required by
     this Agreement to be performed and complied with by it.

c)   A copy  of   Directors'   resolution   or  minutes  of the  meeting  of the
     Directors of the Purchaser, approving the execution and performance of this
     Agreement.

d)   All  schedules,  exhibits  and information called for in this Agreement and
     not yet received.

6.04 Conditions  Precedent:  The obligations of the parties under this Agreement
are subject to the  satisfaction  of the  following  conditions  (in addition to
other conditions and terms of this Agreement),  unless waived in writing,  on or
prior to the Closing, in addition to any other conditions precedent set forth in
this Agreement;

a)   Representations   and   Warranties    Correct:   The   representations  and
     warranties  of every  party  to this  Agreement  shall  be in all  material
     respects true and correct as at the Closing Date as if made on that date.
b)   Compliance:  Purchaser,  MWCI and the  Vendors  each  shall  have performed
     all covenants and  agreements,  satisfied all  conditions and complied with
     all  other  terms  and  provisions  of this  Agreement  to be  respectively
     performed, satisfied, or complied with as of the Closing Date.

c)   No Errors or Misrepresentations: Purchaser shall not have discovered any
     material   error,   misstatement   or   omission   in  or  failure  of  any
     representation or warranty made by MWCI or any Vendor, and neither MWCI nor
     the Vendors  shall have  discovered  any material  error,  misstatement  or
     omission  in or  failure  of any  representation  or  warranty  made by the
     Purchaser.

d)   Due  Diligence   Examination:  Purchaser   shall   have  completed   a  due
     diligence  examination of MWCI  reasonably  satisfactory  to the Purchaser,
     covering  all  books,  records,  contracts  and  other  documents  and  all
     financial affairs of MWCI.  MWCI and the Vendors  shall  have  completed  a
     due diligence examination of the Purchaser reasonably satisfactory to each,
     covering  all  books,  records,  contracts,  and  other  documents  and all
     financial affairs.

e)   No Material  Change.  Between the date of this Agreement and the Closing
     Date, MWCI shall not have incurred any  liabilities or obligations,  direct
     or contingent, or entered into any material transactions of any kind except
     those which are in the usual and ordinary  course of business or previously
     agreed to by the Purchaser,  shall have no material undisclosed liabilities
     and  shall  not have  done any act or  engaged  in any  course  of  conduct
     prohibited , without the consent of the other parties.

f)   Legal Matters:  All  legal  matters in  connection  with this Agreement and
     the consummation of all transactions herein contemplated, and all documents
     and instruments  delivered in connection  herewith,  shall be in reasonably
     satisfactory form to each party.

g)   Prohibition: No injunction  or  restraining order  of any kind is in effect
     which prevents the purchase of the Control Shares, or issuance and delivery
     of the Exchange  Shares,  and no lawsuit or other proceeding has been filed
     by any person by the Closing Date contesting or attempting to enjoin either
     action,  and no action is taken and no law is passed after the date of this
     Agreement which prevents the purchase of the Control Shares or issuance and
     delivery of the Exchange Shares.

7. Additional  Covenants of the Parties:  The parties each agree that,  prior to
closing:

a)   Effectuation  of this  Agreement:  Each  of  the  parties  hereto  will use
     their best efforts to cause this Agreement and all related  agreements,  to
     become effective,  and all transactions herein, and therein contemplated to
     be  consummated,  in  accordance  with its and their  terms,  to obtain all
     required consents,  waivers and authorizations of governmental entities and
     other  third  parties,  to make all  filings  and give all notices to those
     regulatory  authorities  or other third parties  which  may be necessary or
reasonably  required in order to effect the  transactions  contemplated  in
     this Agreement and to comply with all federal,  local and state laws, rules
     and regulations as may be applicable to the contemplated transactions.

b)   Restriction  on Action:  The  parties each agree  that he, will  not do any
     thing or act prohibited by this Agreement or any related agreement, or fail
     to do any thing or act which he, has  undertaken to do in this Agreement or
     any related agreement.

 c)  Stand-Still Agreement: Each of the parties  agree  not  to solicit from any
     third party any offer or  expression  of interest in or with respect to any
     acquisition,  combination or similar transaction involving the parties of a
     tenor  similar to this  Agreement and further agree that each will promptly
     inform the others of the existence of any  unsolicited  offer or expression
     of interest.

8.   Termination of this Agreement:

8.01 Grounds for Termination: This agreement shall terminate:

a)   By mutual written consent of all parties;

b)   By any party hereto, if:

     i) all the  conditions  precedent to its respective  obligations  hereunder
     have not been  satisfied or waived prior to the Closing  Date, as it may be
     accelerated or extended;

ii)  any other  party or  parties  hereto  shall  have  defaulted  or refused to
     perform  in any  material  respect  under this  Agreement,  or if any party
     should  have  reasonable  cause  to  believe  there  has  been  a  material
     misrepresentation  concerning,  or failure or breach of, any representation
     or  warranty  by any  other  party,  or if it  appears  that any  party has
     committed any unlawful acts affecting any of the others;

     iii) the transactions contemplated in this Agreement and related Agreements
     have not been  consummated on the Closing Date, as it may be accelerated or
     extended, or:

     iv) any party hereto having  reasonably  determined  that the  transactions
     contemplated  in this  Agreement  have become  inadvisable by reason of the
     institution  or threat  by any  federal,  state,  provincial  or  municipal
     governmental  authorities,  or by any other person whatsoever,  of a formal
     investigation or of any action, suit, or proceeding of any kind against any
     of the parties which in the  reasonable  belief of any of them, is material
     to this  agreement,  in light of the  other  party's  business,  prospects,
     properties or financial condition.

8.02 Manner of  Termination:  Any termination of this Agreement shall be made in
accordance  with the above listed  grounds and if terminated  by a  corporation,
shall be evidenced by written  resolution  of the  terminating  party's board of
Directors.  Written notice of termination shall be given to the other parties as
required   under  the   Agreement  as  promptly  as  is   practical   under  the
circumstances.  Upon  the  party's receipt  of such  termination     notice, the
Agreement  shall terminate and the  transactions  herein  contemplated  shall be
abandoned without further action by the parties.

8.03 Survival of Confidential Provisions: Upon termination of this Agreement for
any reason:

     i)  the  covenants  of  the  parties  concerning  confidentiality  and  the
     proprietary  nature  of  all  documents  and  other  information  furnished
     hereunder  shall  remain  in  force  except  as to  information  which  has
     otherwise become public knowledge, and

     ii) each party shall promptly return all documents  received from the other
     party in connection with this Agreement.  This section constitutes a mutual
     covenant of the parties and each may judicially enforce it.

9. Necessary Information:  MWCI shall furnish to the Purchaser promptly upon its
request all information regarding MWCI and its business, assets, properties, and
financial  condition  which,  in the judgment of the Purchaser,  is necessary to
enable the  Purchaser to conduct its due diligence  examination  relating to the
proposed  purchase  of the Control  Shares.  Each of the  parties  hereto  shall
furnish to the others all  information  concerning such party as may be required
for inclusion in any  application  or statement to be filed or made by the other
party with or to any governmental agency or other third party in connection with
the proposed sale of the Control Shares.

10. Miscellaneous Provisions: The parties and each of them further agree that:

a)   Amendments:  This Agreement may be amended,  modified,  or  supplemented
     only by instrument in writing executed by all parties.

b)   Assignment:  No assignment of this Agreement shall be effective  without
     the  written  consent of the other  parties  and no such  assignment  shall
     relieve  the  assignor  of  any  obligations  hereunder,  except  as may be
     expressly released by the other parties.

c)   Parties in Interest;  No Third Party Beneficiaries:  Except as otherwise
     provided herein,  the terms and conditions of this Agreement shall enure to
     the benefit of and be binding on the parties  and their  respective  heirs,
     executors,  administrators,  successors and assigns. Neither this Agreement
     nor any other agreement  contemplated hereby shall, by itself, be deemed to
     confer  upon any  person  not a party  hereto  or  thereto,  any  rights or
     remedies hereunder or thereunder.

d)   Entire Agreement.This  Agreement and the agreements  contemplated hereby
     constitute the entire agreement of the parties regarding the subject matter
     hereof and supersede all prior agreements and understandings,  both written
     and oral,  among the  parties or any of them,  with  respect to the subject
     matter hereof.
 
e)   Severability:If  any  provision  of this  Agreement  should  be  held to be
illegal,  invalid or  unenforceable  under present or future laws effective
     during the term hereof,  such provision  shall be fully  severable and this
     Agreement  shall be construed and enforced as if such  illegal,  invalid or
     unenforceable  provision never comprised a part thereof;  and the remaining
     provisions  hereof  shall  remain in full force and effect and shall not be
     affected  by the  illegal,  invalid or  unenforceable  provision  or by its
     severance  herefrom.   Further,  in  lieu  of  such  illegal,   invalid  or
     unenforceable provision, there shall be added automatically as part of this
     Agreement,  a  provision  as similar in terms to such  illegal,  invalid or
     unenforceable  provision  as  may  be  possible  and be  legal,  valid  and
     enforceable.

f)   Survival   of    Representations,    Warranties    and   Covenants:     The
     representations,  warranties and covenants of all parties contained herein,
     shall survive the Closing and all statements  contained in any certificate,
     exhibit,  schedule or other instrument  delivered by or on behalf of either
     party, shall survive the Closing.

g)   Interpretation:  This Agreement shall  be  governed by and  construed under
     the laws of the State of Nevada and the same shall be interpreted as if all
     parties participated equally in its drafting and preparation.  The captions
     in this  Agreement are for reference  only and shall not limit or otherwise
     effect the interpretation of any of the terms or provisions hereof.

h)   Gender and Number,  etc.;   Wherever  the  context requires,  the gender of
     all words used herein shall include the masculine,  feminine and neuter and
     the number of all words shall  include the singular and plural.  Use of the
     words  "herein",  "hereof" and the like shall be construed as references to
     this  Agreement as a whole and not to any  particular  article,  section or
     provision, unless otherwise specified.

i)   Confidentiality:  Each   party  shall keep this  Agreement  and  its  terms
     confidential and shall make no press release or public  disclosure,  either
     written or oral, regarding the transactions contemplated by this Agreement,
     without  the prior  knowledge  and  consent  of the other  parties  hereto;
     provided that the foregoing shall not prohibit or apply to any disclosure

          i) by press release, Form 8-K filing or otherwise, that is required by
          federal securities laws, and

          ii) to attorneys, accountants,  investment bankers, or other agents of
          the parties, assisting the parties in connection with the transactions
          contemplated under this Agreement.  In the event that the transactions
          contemplated hereby are not consummated for any reason whatsoever, the
          parties  hereto  agree  not  to  disclose  or  use  any   confidential
          information they may have concerning the affairs of the other parties,
          except for information that is required by law to be disclosed.

j)   Notice:  Any notice or communication  hereunder or in any agreement entered
     into in connection with the transactions  contemplated  hereby,  must be in
     writing and given by depositing same in the mail, addressed to the party to
     be notified,  postage  prepaid,  and  registered  or certified  with return
     receipt  requested,  by telefax  transmission,  or by  delivery by use of a
     messenger  which  regularly  retains its delivery  receipts.   Such  notice
     shall be deemed to be received on the fourth day following  such posting or
     delivery.  The  addresses  of the parties are those set forth herein and as
     may be  changed  from  time to time by any party by  written  notice to the
     others in accordance with this paragraph.
k)   No Finders:  Subject  as  may  previously  have been disclosed in  writing,
     each party represents and warrants to the others and agrees that it has not
     employed or engaged  and will not employ or engage,  any person as a finder
     or broker in connection with the transactions contemplated herein, and that
     no person is entitled  to  compensation  as a finder or broker.  Each party
     hereby  agrees to indemnify  the other  parties and holds the other parties
     harmless  from and against any claims of any third person  claiming to have
     acted as a finder or broker in  connection  with the  transactions   herein
     contemplated,  and such  indemnity  shall include all  expenses,  costs and
     damages arising from or related to such claims,  including reasonable legal
     fees.

l)   Expenses:  Except as may otherwise be expressly  provided  herein,  each
     party  shall pay its costs and  expenses  incurred in  connection  with the
     Exchange and any other foregoing proposed transactions.  The Purchaser will
     pay for any audit of MWCI.

m)   Counterparts:  This Agreement may  be executed  in  multiple  counterparts,
     each of which shall be deemed an original,  and all of which together shall
     constitute  one and the same  instrument.  Execution and delivery of this
     Agreement by exchange of facsimile copies bearing a facsimile  signature of
     a party shall constitute a valid and binding execution and delivery of this
     Agreement by such party. Such facsimile copies shall constitute enforceable
     original documents.

n)   Prevailing  Party Clause.  In the even  of  any  litigation  or  proceeding
     arising  as a result  of a breach  of this  Agreement,  or the  failure  to
     perform  hereunder,  or failure or untruthfulness of any  representation or
     warranty  herein,  the party or parties  prevailing  in such  litigation or
     proceeding  shall be entitled to collect the costs and expenses of bringing
     or defending such litigation or proceeding,  including  reasonable attorney
     fees, from the party or parties not prevailing.

o)   Specific  Performance:  All  parties   agree  that  his  legal  remedy  for
     damages,  based  upon the  breach by them of their  respective  obligations
     under this  Agreement  will be  inadequate to the other parties and that in
     addition to any other remedies a Party may have, the aggrieved  Party shall
     be entitled to obtain specific  performance of this Agreement and temporary
     and permanent  injunctive  relief,  without the necessity of proving actual
     damages.

IN  WITNESS  WHEREOF  all the  parties  have  executed  this  Agreement,  having
initialed each page, as of the dates indicated below:

Witness:                          Party:

"Braden Marr"                     "Rick Antoine"
-------------------------------   --------------------------------
                                  Rick Antoine      Date:  May 13, 1997

"M. McTaggart"                    "Stephen Grant"
------------------------------   ---------------------------------
                                  Stephen Grant     Date:  May 13, 1997
"Duane Bemister"                 "Tim Zboyovsky"
------------------------------ ----------------------------------
                                  Tim Zboyovsky      Date:  May 13, 1997

Canadian Pacific Mortgage Corp.   Channel i Inc.

per                               Per____"Robert Clarke"________________
"William Krebs"                   President          Date:  May 13, 1997
-------------------------
                                  Major Wireless Communications Inc.

                                  Per:__"Rick Antoine"__________________
                                  President

                                      __"William Krebs"________________
                                  Secretary          Date:  May 13, 1997
Schedule  "A"  -   Release of Shares:

MWCI is a  development  stage  company  which  has  developed  and  has  certain
proprietary rights to technology allowing for the wireless  transmission of both
voice and data. Its initial move to the  marketplace is in the field of internet
delivery in which its wireless  systems  will be licensed to internet  providers
for a fee.  The  following  schedule  references  the  various  stages  of  such
marketing.  "Prototype"  refers to the complete  system  enabling  such wireless
transmission.  "License  agreements"  refers to the agreements  between MWCI and
individual  Internet  servers for the use of MWCI's  system and "Gross  revenue"
includes all cumulative revenue generated by MWCI whether from License fees, the
lease or sale of equipment or otherwise, but does not include any taxes required
to be collected by MWCI with respect to same.

Event                                            % of shares released

Prototype development completed                   5%
Prototype operational in one community           10%
25 Non-conditional License agreements 
signed with non-refundable deposits received     15%
25 Licensees operational utilizing the system    15%
Gross revenue exceeds $10 million CDN            25%
Gross revenue exceeds $25 million CDN            30%
This Agreement entered into this 13th day of May,  1997.

BETWEEN:

RICK ANTOINE, "Businessman" of Box 538, Salmon Arm, BC., Canada, V1E 4N6,

STEPHEN GRANT, "Businessman" of 3702 Wilho Rd., Sorrento, BC., Canada, V0E 1W0,

TIM ZBOYOVSKY, "Businessman" of Box 142, Salmon Arm, BC., Canada, V1E 4N2

And

PACIFIC WESTERN MORTGAGE CORP., a body corporate, incorporated under the laws of
the Province of British Columbia, Canada, with offices at 300 Stewart Road, Salt
Spring Island, BC., Canada, V8K 2C4 (hereafter called the "Vendors")

AND:

CHANNEL i INC., a body  corporate,  incorporated  under the laws of the State of
Nevada,  United  States of America,  with offices at 700, 555 West Hastings St.,
Vancouver, British Columbia, Canada, V6B 4N5 (hereafter called the "Purchaser")

WHEREAS:

The parties hereto  entered into a Share Exchange  Agreement this date under the
terms of which the Vendors are to receive certain Exchange Shares, consisting of
4,000,000  Series B Voting  Convertible  Preferred  Stock,  $.001  par value per
share;

The said Exchange Shares are convertible  into 10 Common Shares of the Company's
stock at the option of the holder;
The said Exchange  Shares are subject to being held by the  Corporate  Secretary
pending  certain  performance  by Major  Wireless  Communications  Inc.  as more
particularly defined therein;

All parties  hereto are aware that it is in the best  interests of the Purchaser
and its Common Stock  performance on the open market,  and therefore also in the
best  interests  of each of the  Vendors,  that  the  exercise  of the  right to
conversion of the said Exchange  Shares into Common Shares not be effected until
Major Wireless Communications Inc. has succeeded in attaining such performance;

NOW THEREFORE, in consideration of the mutual benefit to all Parties hereto, the
Parties agree as follows:

1. The Vendors  and each of them  jointly  and  severally  agree not to exercise
their  right to  convert  the  said  Exchange  Shares  to  be  issued  in  their
respective  names as a result of the said Share Exchange  Agreement,  until such
time as Major Wireless  Communications  Inc. has attained the performance levels
set forth in Schedule A to that agreement.

2. The Vendors and each of them agree that the Company  Secretary  together with
any other appropriate stock agent, may rely on this agreement as both permission
and  authority  not to effect such  conversion  until both a request is received
from the holder of such Exchange Shares and Major Wireless  Communications  Inc.
has attained the said performance levels.

3. In the event of a dispute as to whether or not Major Wireless  Communications
Inc. has attained the said performance levels, the Parties hereto agree to refer
the same to the Company's auditors,  who shall make such determination and whose
decision with respect to the same shall be final and binding on the Parties.

4. This agreement is  acknowledged  by the Parties to have been entered into and
executed in counterpart,  subsequent to the said Share Exchange  Agreement,  but
shall  nevertheless be binding on the Parties hereto,  their  respective  heirs,
executors, administrators, successors and assigns.

5. In all respects the Parties  hereto  ratify and confirm the terms of the said
Share Exchange Agreement.

IN WITNESS  WHEREOF,  all of the Parties  hereto have  executed  this  agreement
effective the above date.

Witness:                                        Party:

"Mary McTaggert"                                 "Rick Antoine"
--------------------------                       ---------------------------
                                                 Rick Antoine

"Mary McTaggert"                                 "Stephen Grant"
----------------------------                     ---------------------------
                                                 Stephen Grant

"Mary McTaggert"                                 "Tim Zboyovsky"
----------------------------                     --------------------------
                                                 Tim Zboyovsky
Pacific Western Mortgage Corp.

                                                 " William Krebs"
                                           Per:  ____________________________

                                                
                                                Channel i Inc.

                                                 "Robert Clarke"
                                           Per:  ____________________________