PURCHASE AGREEMENT

among

iD Four, Ltd.
("Purchaser"),

Cyberfast Systems, Inc.
("Seller"),

CYSI Newco, Inc.
("Newco")

and

Edward J. and Itir Stackpole
("Stockholder")

December 20, 2001

TABLE OF CONTENTS

i

EXHIBITS:

Schedule 3.2  List of Liabilities and Amounts to be Paid from Purchase Price

ii

DISCLOSURE SCHEDULE:

iii

PURCHASE AGREEMENT

    THIS PURCHASE AGREEMENT (this "Agreement"), entered into this 20^th day of December, 2001, by, between and among iD Four, Ltd., a Nevada corporation ("Purchaser"), Cyberfast Systems, Inc., a Florida corporation ("Seller"), CYSI Newco, Inc., a Florida corporation ("Newco"), and Edward J. Stackpole and Itir Stackpole, individuals and controlling stockholders of Seller (collectively "Stockholder");

W I T N E S S E T H    T H A T:

    WHEREAS, Purchaser desires to purchase and Seller desires to issue to Purchaser Thirty-Five Million (35,000,000) shares of duly authorized nonassessable shares of Class A common stock of the Seller, and, 5,000,000 shares of duly authorized nonassessable shares of Series A Convertible Preferred Stock, (collectively, the "Shares"), upon the terms and subject to the conditions set forth herein;

    WHEREAS, Seller desires to contribute all of the assets and liabilities of Seller into a newly formed wholly owned subsidiary ("Newco");

    WHEREAS, Newco and the Stockholder will indemnify the Purchaser and the Seller (after the close of the transaction set forth in this Agreement) from any and all liabilities of the Seller transferred to Newco subject to certain limitations; and

    WHEREAS, as part of Stockholder's agreement to indemnify Purchaser and Seller, Stockholder will be granted an option to acquire Newco;

    NOW, THEREFORE, in consideration of the agreements of the parties hereto, and intending to be legally bound hereby, the parties hereto agree as follows:

    1.  PURCHASE AND SALE OF THE NEW SHARES.  

    1.1  Stock Purchase.  On the terms and subject to the conditions herein set forth, Seller agrees to sell and deliver the Shares to Purchaser. In reliance upon the representations and warranties of Seller and Stockholder, and on the terms and subject to the conditions herein set forth, Purchaser agrees to purchase the Shares from Seller for a purchase price equal to Two Hundred Fifty Thousand Dollars ($250,000) (the "Purchase Price"). At the Closing (as hereinafter defined), Seller shall deliver to Purchaser or the Escrow Holder certificates registered in the name of Purchaser representing the Shares, and Purchaser shall deliver the Purchase Price to Seller, or Weintraub Dillon P.C., as set forth in Sections 2 and 3.2 hereof.

    2.  PURCHASE PRICE

    2.1  Purchase Price.  In consideration for the sale, conveyance, transfer, and delivery of the Shares and upon the terms and subject to the conditions set forth in this Agreement, Purchaser shall pay the Purchase Price as follows:

    (a) A cash payment of One Hundred Twenty Five Thousand Dollars ($125,000) that the parties hereto recognize has been previously forwarded to Seller and applied as set forth in Schedule 3.2;

    (b) A $25,000 earnest money deposit that the parties hereto recognize the Purchaser has previously forwarded to the Seller by wire transfer, pursuant to a Letter of Intent dated October 26, 2001, and applied as set forth in Schedule 3.2; and

    (c) An unsecured, non-negotiable, non-interest bearing promissory note in favor of Seller in substantially the form attached as Exhibit A hereto (the "Purchaser Note"), dated the date of the Closing, in the original principal amount of One Hundred Thousand Dollars ($100,000), due and payable 15 days after the Closing.

    2.2  Option Agreement.  In consideration for the assumption of Seller's liabilities and the indemnification to be provided by Stockholder under the terms of this Agreement, at Closing

Seller and Purchaser grant Stockholder the option to acquire Newco, as set forth in the Option Agreement attached hereto as Exhibit B.

    2.3  Pledge Agreement.  As part of Stockholder's indemnification of Purchaser as set forth herein, Stockholder and Purchaser will enter into the Pledge Agreement attached hereto as Exhibit C.

    3.  CLOSING.

    3.1  Closing.  The closing of the sale and purchase (the "Closing") shall take place at the offices of Weintraub Dillon PC, 12520 High Bluff Drive, Suite 260, San Diego, California 92130, at 4:00 p.m. on December 20, 2001, or at such other time and place as may be mutually agreed upon (the "Closing Date"). At the Closing, Seller shall deliver: (i) to Purchaser a stock certificate for Twenty Four Million (24,000,000) shares of common stock (the "First Certificate"); and (ii) to the Escrow Holder, in accordance with the Escrow Agreement attached hereto as Exhibit D, stock certificates for Eleven Million (11,000,000) shares of common stock and 5,000,000 shares of Series A Convertible Preferred Stock (the "Subsequent Certificates"). The First Certificate and Subsequent Certificates (upon payment of the Purchaser Note) shall be effective to vest in Purchaser good and marketable title to the shares represented thereby, subject to no liens, encumbrances, or rights in any other party whatsoever. The Subsequent Certificates shall not be released by the Escrow Holder until the Purchaser Note is paid.


 

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