CYBER MERCHANTS EXCHANGE, INC. d.b.a. ▇-▇▇.▇▇▇
                            SHARE PURCHASE AGREEMENT
[To  purchase  any of the  shares of  Common  Stock of  ▇-▇▇.▇▇▇,  you must be a
resident of one of the following states:  California Illinois, New Jersey or New
York.  Citizens of other countries are eligible to purchase shares. In addition,
residents of the State of California will also have to meet certain  eligibility
requirements as set forth in the California Addendum, attached hereto as Exhibit
A.]
To:      Cyber Merchants Exchange, Inc. d.b.a. ▇-▇▇.▇▇▇
         ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
         ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
         Phone (▇▇▇) ▇▇▇-▇▇▇▇               Fax (▇▇▇) ▇▇▇-▇▇▇▇
1.   I have received and had an  opportunity to read the Prospectus by which the
     shares  are  offered.  I  represent  that I am  purchasing  the  shares for
     investment.
Signature: ___________________________      Date: ___________________
2.   Number of shares of Common Stock subscribed for:
     Total dollar amount subscribed for (# of shares times $8.00): $____________
Mail Instructions:  A check for the total amount should be attached hereto, made
payable to:
                  IMPERIAL TRUST COMPANY
                  F/B/O: ▇-▇▇.▇▇▇/▇▇▇▇▇-▇▇
                  ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
                  ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
                  Attention: ▇▇▇▇▇ ▇▇▇▇▇▇; or
Wire Instructions: Payment by wire should be made:
                  IMPERIAL BANK
                  Inglewood, California
                  ABA No. ▇▇▇▇▇▇▇▇▇
                  For Credit to Imperial Trust Company
                  Settlement Account No. ▇▇-▇▇▇-▇▇▇
                  (Further Credit to Acct. #06902-00)
3.   Register the shares in the following name(s) and amount(s):
     Name(s): _______________________         Number of shares:  _______________
     as (check one):
            Individual _____          Joint Tenants ____           Trust _____
            Tenants in Common _____   Corporation _____            Other _____
For the person(s) who will be registered shareowner(s):
Mailing Address: _______________________________________________________
City, State & Zip Code: __________________________________________________
Telephone Number: Business (    ) _______________ Home: (    ) ________________
Social Security or Taxpayer ID Number: ____________________________________
     (Please attach any special mailing instructions other than shown above)
            NO SHARE PURCHASE AGREEMENT IS EFFECTIVE UNTIL ACCEPTANCE
(You will be mailed a signed copy of this agreement to retain for your records.)
4.   Subscription accepted by Cyber Merchants Exchange, Inc. d.b.a. ▇-▇▇.▇▇▇:
________________________________________              ________________________
        ▇▇▇▇▇ ▇. ▇▇▇▇, President                                 Date
Exhibit A
                 CYBER MERCHANTS EXCHANGE, INC. d.b.a. ▇-▇▇.▇▇▇
                 CALIFORNIA ADDENDUM TO SHARE PURCHASE AGREEMENT
                                       FOR
                        INVESTORS RESIDENT IN CALIFORNIA
                             PURCHASING OVER $2,500
                                   $20,000,000
                                  COMMON STOCK
               2,500,000 Shares of Common Stock at $8.00 per share
Purchase in excess of $2,500
For investors  residing in the State of  California,  if the aggregate  purchase
price of all shares purchased by the undersigned  during the 12 months preceding
the proposed sale,  including the proposed sale, is in excess of $2,500,  he/she
hereby warrants that:
     1)  He/she  with  his/her  spouse  has a  minimum  net  worth*  of at least
         $250,000 and had a minimum gross income of $65,000  during the last tax
         year and will  have  (based on a good  faith  estimate)  minimum  gross
         income of $65,000 during the current tax year; or
     2)  He/she with his/her spouse has a minimum net worth* of $500,000; AND
     3)  In  either  case  the  aggregate  purchase  price  of all  such  shares
         referenced above does not exceed 10% of his/her net worth.*
________________________            ____________________________________________
Date of Signing                     Signature of the Subscriber
                                    ____________________________________________
                                    Please Print the Subscriber's Name
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*Net worth for purposes of this Questionnaire  excludes all equity and interests
in the investor's personal residence, automobiles and furnishings.