SC 13D

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

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ACTIVEWORLDS.COM, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

0504X207

(CUSIP Number)

Allan M. Lerner, Esq.
2888 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
(954) 563-8111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 29, 2002

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

CUSIP NO.  0504X207 13D

(1)	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   X3D Technologies, Inc. 65-1134619
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o
	(See Instructions)			(b) o
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS   WC
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS			o
	IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION   Florida
		(7)	SOLE VOTING POWER
NUMBER OF			1,200,100
SHARES
BENEFICIALLY		(8)	SHARED VOTING POWER
OWNED BY
EACH
REPORTING		(9)	SOLE DISPOSITIVE POWER
PERSON WITH			1,200,100
		(10)	SHARED DISPOSITIVE POWER
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,200,100
(12)	CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES (See Instructions)			o
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14
(14)	TYPE OF REPORTING PERSON (See Instructions)   CO

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Item 1. Security and Issuer

Common Stock, $0.001 par value
Activeworlds.com, Inc.
95 Parker Street
Newburyport, MA 01950

Item 2. Identity and Background

a. This Schedule 13D is being filed by X3D Technologies, Inc., a Florida corporation. X3D Technologies, Inc., will hereinafter be referred to as “X3D” or the “Reporting Person.”

b. The Reporting Person is located at 2401 PGA Boulevard, Palm Beach Gardens, Florida 33410.

c. X3D Technologies, Inc. is a provider of advanced technologies and integration services that provide unique and dynamic “three-dimensional” user experiences for a broad range of Internet Applications.

d. There has not been a conviction of any officers or directors of X3D, during the last five years, in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e. During the last five years, no officer or director of X3D has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding such violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     X3D paid an aggregate of $180,000 for the shares. The source of the funds was the corporate working capital of the Reporting Person. The shares were purchased in a privately negotiated transaction between the parties. In addition, on April 29, 2002, the Reporting Person also purchased 100 Shares of the Company in the open market at the purchase price of $0.46 per share.

Item 4. Purpose of Transaction

     The primary interest of the Reporting Person is to maximize the value of its investment in the Company. The Reporting Person believes that its business and that of the Company are complimentary, and intends to present a proposal to the Board for the business combination of the Company with itself. The Reporting Person intends to continually review the Company’s business affairs, financial position, and future prospects, as well as conditions in the securities markets and general economic and industry conditions. Based on such evaluation, review, and other factors, the Reporting Person will continue to consider various alternative courses of action and will in the future take such actions with respect to its investment in the Company as it deems appropriate. Such actions may include, but are not limited to, the following:

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(i) Communicate with other shareholders of the Company or persons who may desire to become shareholders of the Company regarding the replacement of the Company’s existing executive officers and/or existing members of the board of directors of the Company, and/or other matters regarding the management and operation of the Company;

(ii) Seek representation on the Board of Directors of the Company;

(iii) Seek the removal of one or more members of the Company’s board of directors and/or executive officers;

(iv) Solicit proxies, to be used at either the Company’s regular annual meeting of shareholders, or at a special meeting of shareholders, for the purposes described in clauses (i), (ii) and/or (iii) above, or for the election of one or more nominees of the Company and/or such other shareholders (which may include one or more designees of the Company) to the board of directors of the Company;

(v) Make recommendations regarding various business strategies, or seek to cause the Company to merge with or into, consolidate with, transfer all or substantially all of its assets to, or otherwise engage in any business combination with, one or more other parties, including the Reporting Person;

(vi) Recommend hiring an investment banker to evaluate strategies to enhance shareholder value; and

(vii) Take such other actions as the Reporting Person may determine.

     Such actions may involve the purchase of additional shares of Common Stock and, alternatively, may involve the sale of all or a portion of the Shares held by the Reporting Person in the open market or in privately negotiated transactions to one or more financial or strategic purchasers. As a result of the foregoing, the Reporting Person’s position with respect to the Company may not be considered solely that of passive investors. There can be no assurance, however, that the Reporting Person will take any of the actions set forth above.

Item 5. Interest in Securities of the Issuer

	Number of Shares		% of Outstanding Shares
X3D Technologies, Inc.		1,200,100		14

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     April 29, 2002 Stock Purchase Agreement

     The Stock Purchase Agreement entered into on April 29, 2002, by X3D, as purchaser, provides for the sale and purchase of 1.2 million shares of Activeworlds, 600,000 shares each from J.P. McCormick and Richard F. Noll to X3D, an accredited investor as that term is defined under Regulation D of the Securities Act of 1933. Messrs. J.P. McCormick and Richard F. Noll are officers and directors of the Company. The purchase price of the stock is $0.15 per share for a total of $180,000. The shares which are the subject of this Agreement are fully paid for, non assessable and have not been registered with the Securities and Exchange Commission. The laws of the Commonwealth of Massachusetts govern this transaction.

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     On April 29, 2002, the Reporting Person also purchased 100 Shares of the Company in the open market at the purchase price of $0.46 per share.

Item 7. Material to be Filed as Exhibits

Exhibit 1 - - Stock Purchase Agreement, dated April 29, 2002, by and between X3D Technologies, Inc. and J.P. McCormick and Richard F. Noll.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

5/8/02

Date

John Textor

Signature

CEO

Name/Title

5 EX-1 3 g76111ex1.txt STOCK PURCHASE AGREEMENT Exhibit 1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made, effective as of the 29th day of April, 2002, by and among X3D Technologies, Inc., a Florida corporation (the "Purchaser"), and J.P. McCormack and Richard F. Noll (collectively, the "Sellers" and each individually, a "Seller"). RECITALS WHEREAS, the Sellers collectively own 4,995,427 shares of the Common Stock, $0.01 par value per share, of Activeworlds Corp., (the "Shares") WHEREAS, THE BUYER wishes to purchase from the Sellers and the Sellers wish to sell to the Buyer, 1,200,000 of the outstanding shares of Shares (the "Purchased Shares") at a price of $0.15 per shares, of which 600,000 shall come from J.P. McCormick and 600,000 shall come from Richard R. Noll, on the terms and conditions set forth below NOW, THEREFORE, intending to be legally bound hereby, and in consideration of the mutual premises and the representations, warranties and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. SALE AND PURCHASE OF THE SHARES 2. SALE AND PURCHASE OF THE PURCHASED SHARES. Subject to the terms, provisions and conditions of this Agreement and upon the basis of the representations and warranties made herein, at the Closing (as defined below) each of the Sellers shall transfer their respective portion of the Purchased Shares by delivering a certificate or certificates representing such Purchased Shares duly endorsed for transfer, in consideration of the purchase price (the "Purchase Price") set forth in Section 2 hereof. 1.2 CLOSING The closing ( the "Closing") of the sale and purchase of the Purchased Shares under this Agreement shall take place at the offices of Gadsby Hannah LLP, 225 Franklin Street, Boston, Massachusetts 02110 on such date and place as shall be agreed upon by the Sellers and the Buyer. The date of the Closing is hereinafter referred to as the Closing Date. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed to have been taken nor any documents executed or delivered until all have been taken executed and delivered. At the Closing the Sellers shall deliver to the Buyer certificates representing the Purchased Shares, and the Buyer shall direct the Escrow Agent to release $90,000.00 to Richard F. Noll and $90,000.00 to J.P. McCormick, representing their pro rata portion of the amount of One Hundred Eighty Thousand and 00/100 Dollars ($180,000.00)(the "Purchase Price"). 3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each Seller represents and warrants to the Buyer as follows: 2.1 CAPITALIZATION OF ACTIVEWORLDS CORP. The authorized capital stock of Activeworlds Corp. consists of shares of 50,000, 000 shares of Common Stock, $.001 par value per share, of which 8,600,088 shares are issued and outstanding. 500,000 shares of Preferred Stock, $0.001 par value, of which no shares are issued and outstanding and there are reserved for issuance under Activeworlds Corp.'s stock option plan 1,666,667 shares of Activeworlds Corp.'s common stock. There are options to purchase 1,536,906 shares of common stock under Activeworlds Corp.'s stock option plans. 4,995,427 shares of Common Stock are held of record and beneficially by the Sellers, of which 2,505,948 shares are held by Richard F. Noll and of which 2,489,479 are held by J. P. McCormick. All of the Purchased Shares have been duly and validly issued and are, fully paid and non-assessable. There are not, and on the Closing Date there will not be, outstanding any options, warrants or other rights to purchase from the Sellers any capital stock of Sellers, including without limitation, the Purchased Shares. 2.2 AUTHORIZATION This Agreement has been duly and validly executed and delivered by each of the Sellers. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which each of the Sellers is a party constitute the valid and legally binding obligations of the Sellers, as applicable, enforceable against them in accordance with their respective terms except insofar as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors and general equitable principles. The execution, delivery and performance by each of the Sellers of this Agreement and the agreements provided for herein, and the consummation by each of the Sellers of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Sellers; (b) violate the provisions of the certificate of incorporation , charter, articles or by-laws of Activeworlds Corp., as amended to date; (c) violate any judgment, decree, order or aware of any court, governmental body or arbitrator or (d) violate any other agreement entered into by Sellers. 2.3 NO ANTI-TAKEOVER PROVISIONS. The Sellers are not aware of the adoption by Activeworlds Corp. of any anti-takeover provision or similar rights plan (including, but not limited to , a "poison pill). 2.4 NO LIENS. The Purchased Shares are free and clear of any and all encumbrances, including, without limitation, any liens, mortgages, pledges or security interests. 2 4. REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Sellers as follows: 3.1 ORGANIZATION. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite power and authority (corporate and other) to own its properties and to carry on its business as now being conducted and to carry out the transactions contemplated by this Agreement. 3.2 AUTHORIZATION This Agreement has been duly and validly executed and delivered by the Buyer. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Buyer is a party constitute the valid and legally binding obligations of the Buyer, as applicable, enforceable against it in accordance with its respective terms except insofar as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors and general equitable principles. The execution, delivery and performance by the Buyer of this Agreement and the agreements provided for herein and the consummation by the Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both (a) violate the provisions of any law, rule or regulation applicable to the Buyer; (b) violate the provisions of the certificate of incorporation, charger, articles or by-laws of the Buyer, as amended to date; or (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator. 3.3 ACCREDITED INVESTOR STATUS/NO REPRESENTATION AS TO STATUS OF SHARES PURSUANT TO RULE 144 The Buyer is an "Accredited Investor" as such term is defined under the regulations contained within Regulation D of the Securities Act of 1933, as amended. The Buyer acknowledges that the Purchased Shares have not been registered under the Securities Act of 1933, as amended, and that no representation is being made by the Sellers with respect to the availability of Rule 144 with respect to the resale of the Shares. 5. GENERAL: 4.1 GOVERNING LAW. This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the internal laws of the Commonwealth of Massachusetts in which it has been executed and in which it has a situs without regard to its conflict of law provisions. If any provision of this Agreement shall be held invalid by a court with jurisdiction over the parties to this Agreement, then and in that event such provision shall be deleted from the Agreement, which shall then be construed to give effect to the remaining provisions thereof. Each of the Sellers consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts, and any federal court located therein, and to the appropriateness of the venue of such courts, in connection with any dispute which may arise pursuant to this Agreement or is related to the transactions contemplated hereby. 4.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors, administrators and legal representatives, provided, however, that no stockholder shall assign any of his, her or its rights or delegate any of its obligations hereunder to any party without the prior written consent of the Buyer. 3 4.3 HEADINGS. The descriptive headings of the several Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 4.4 COUNTERPARTS. This Agreement may be executed originally or by facsimile and in one or more counterparts, all of which together shall considered one and the same agreement. 4.5 WAIVER. The failure of any party to this Agreement at any time or times to required performance of any provision hereof shall in no manner affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term, covenant, representation or warranty of this Agreement. 4.6 ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties hereof with respect to the transactions contemplated herein, and supersedes all prior agreements and understandings, whether written or oral, among the parties hereot with respect to the subject matter of this Agreement. 4.7 ADDITIONAL ACTIONS. The Sellers agree to execute and deliver such other documents, certificates agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. [Signature page to follow] 4 IN WITNESS WHEREOF, this Agreement has been signed by a duly authorized officer of THE BUYER and THE BUYER, and each of the Sellers as of the day and year first above written. BUYER X3D TECHNOLOGIES, INC. /s/ John C. Textor - ---------------------------------------- John C. Textor, Chief Executive Officer SELLERS: /s/ J. P. McCormick - --------------------------------------- J. P. McCormick 4/29/02 /s/ Richard F. Noll - --------------------------------------- Richard F. Noll 4/29/02 5 -----END PRIVACY-ENHANCED MESSAGE-----

EX-1

                                                                       Exhibit 1


                            STOCK PURCHASE AGREEMENT

         THIS AGREEMENT is made, effective as of the 29th day of April, 2002, by
and among X3D Technologies, Inc., a Florida corporation (the "Purchaser"), and
J.P. McCormack and Richard F. Noll (collectively, the "Sellers" and each
individually, a "Seller").

                                    RECITALS

         WHEREAS, the Sellers collectively own 4,995,427 shares of the Common
Stock, $0.01 par value per share, of Activeworlds Corp., (the "Shares")

         WHEREAS, THE BUYER wishes to purchase from the Sellers and the Sellers
wish to sell to the Buyer, 1,200,000 of the outstanding shares of Shares (the
"Purchased Shares") at a price of $0.15 per shares, of which 600,000 shall come
from J.P. McCormick and 600,000 shall come from Richard R. Noll, on the terms
and conditions set forth below

         NOW, THEREFORE, intending to be legally bound hereby, and in
consideration of the mutual premises and the representations, warranties and
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

         1. SALE AND PURCHASE OF THE SHARES

         2. SALE AND PURCHASE OF THE PURCHASED SHARES. Subject to the terms,
provisions and conditions of this Agreement and upon the basis of the
representations and warranties made herein, at the Closing (as defined below)
each of the Sellers shall transfer their respective portion of the Purchased
Shares by delivering a certificate or certificates representing such Purchased
Shares duly endorsed for transfer, in consideration of the purchase price (the
"Purchase Price") set forth in Section 2 hereof.

                  1.2 CLOSING The closing ( the "Closing") of the sale and
         purchase of the Purchased Shares under this Agreement shall take place
         at the offices of Gadsby Hannah LLP, 225 Franklin Street, Boston,
         Massachusetts 02110 on such date and place as shall be agreed upon by
         the Sellers and the Buyer. The date of the Closing is hereinafter
         referred to as the Closing Date. All proceedings to be taken and all
         documents to be executed and delivered by all parties at the Closing
         shall be deemed to have been taken and executed simultaneously, and no
         proceedings shall be deemed to have been taken nor any documents
         executed or delivered until all have been taken executed and delivered.
         At the Closing the Sellers shall deliver to the Buyer certificates
         representing the Purchased Shares, and the Buyer shall direct the
         Escrow Agent to release $90,000.00 to Richard F. Noll and $90,000.00 to
         J.P. McCormick, representing their pro rata portion of the amount of
         One Hundred Eighty Thousand and 00/100 Dollars ($180,000.00)(the
         "Purchase Price").


         3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Each Seller represents and warrants to the Buyer as follows:

                  2.1 CAPITALIZATION OF ACTIVEWORLDS CORP. The authorized
         capital stock of Activeworlds Corp. consists of shares of 50,000, 000
         shares of Common Stock, $.001 par value per share, of which 8,600,088
         shares are issued and outstanding. 500,000 shares of Preferred Stock,
         $0.001 par value, of which no shares are issued and outstanding and
         there are reserved for issuance under Activeworlds Corp.'s stock option
         plan 1,666,667 shares of Activeworlds Corp.'s common stock. There are
         options to purchase 1,536,906 shares of common stock under Activeworlds
         Corp.'s stock option plans. 4,995,427 shares of Common Stock are held
         of record and beneficially by the Sellers, of which 2,505,948 shares
         are held by Richard F. Noll and of which 2,489,479 are held by J. P.
         McCormick. All of the Purchased Shares have been duly and validly
         issued and are, fully paid and non-assessable. There are not, and on
         the Closing Date there will not be, outstanding any options, warrants
         or other rights to purchase from the Sellers any capital stock of
         Sellers, including without limitation, the Purchased Shares.

                  2.2 AUTHORIZATION This Agreement has been duly and validly
         executed and delivered by each of the Sellers. This Agreement and all
         other agreements and obligations entered into and undertaken in
         connection with the transactions contemplated hereby to which each of
         the Sellers is a party constitute the valid and legally binding
         obligations of the Sellers, as applicable, enforceable against them in
         accordance with their respective terms except insofar as enforceability
         may be limited by bankruptcy, insolvency or similar laws affecting the
         rights of creditors and general equitable principles. The execution,
         delivery and performance by each of the Sellers of this Agreement and
         the agreements provided for herein, and the consummation by each of the
         Sellers of the transactions contemplated hereby and thereby, will not,
         with or without the giving of notice or the passage of time or both,
         (a) violate the provisions of any law, rule or regulation applicable to
         the Sellers; (b) violate the provisions of the certificate of
         incorporation , charter, articles or by-laws of Activeworlds Corp., as
         amended to date; (c) violate any judgment, decree, order or aware of
         any court, governmental body or arbitrator or (d) violate any other
         agreement entered into by Sellers.

                  2.3 NO ANTI-TAKEOVER PROVISIONS. The Sellers are not aware of
         the adoption by Activeworlds Corp. of any anti-takeover provision or
         similar rights plan (including, but not limited to , a "poison pill).

                  2.4 NO LIENS. The Purchased Shares are free and clear of any
         and all encumbrances, including, without limitation, any liens,
         mortgages, pledges or security interests.



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         4. REPRESENTATIONS AND WARRANTIES OF THE BUYER

         The Buyer represents and warrants to the Sellers as follows:

                  3.1 ORGANIZATION. The Buyer is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Florida, and has all requisite power and authority (corporate and
         other) to own its properties and to carry on its business as now being
         conducted and to carry out the transactions contemplated by this
         Agreement.

                  3.2 AUTHORIZATION This Agreement has been duly and validly
         executed and delivered by the Buyer. This Agreement and all other
         agreements and obligations entered into and undertaken in connection
         with the transactions contemplated hereby to which the Buyer is a party
         constitute the valid and legally binding obligations of the Buyer, as
         applicable, enforceable against it in accordance with its respective
         terms except insofar as enforceability may be limited by bankruptcy,
         insolvency or similar laws affecting the rights of creditors and
         general equitable principles. The execution, delivery and performance
         by the Buyer of this Agreement and the agreements provided for herein
         and the consummation by the Buyer of the transactions contemplated
         hereby and thereby, will not, with or without the giving of notice or
         the passage of time or both (a) violate the provisions of any law, rule
         or regulation applicable to the Buyer; (b) violate the provisions of
         the certificate of incorporation, charger, articles or by-laws of the
         Buyer, as amended to date; or (c) violate any judgment, decree, order
         or award of any court, governmental body or arbitrator.

                  3.3 ACCREDITED INVESTOR STATUS/NO REPRESENTATION AS TO STATUS
         OF SHARES PURSUANT TO RULE 144 The Buyer is an "Accredited Investor" as
         such term is defined under the regulations contained within Regulation
         D of the Securities Act of 1933, as amended. The Buyer acknowledges
         that the Purchased Shares have not been registered under the Securities
         Act of 1933, as amended, and that no representation is being made by
         the Sellers with respect to the availability of Rule 144 with respect
         to the resale of the Shares.

         5. GENERAL:

                  4.1 GOVERNING LAW. This Agreement shall be governed in all
         respects, whether as to validity, construction, capacity, performance
         or otherwise, by the internal laws of the Commonwealth of Massachusetts
         in which it has been executed and in which it has a situs without
         regard to its conflict of law provisions. If any provision of this
         Agreement shall be held invalid by a court with jurisdiction over the
         parties to this Agreement, then and in that event such provision shall
         be deleted from the Agreement, which shall then be construed to give
         effect to the remaining provisions thereof. Each of the Sellers
         consents to the exclusive jurisdiction of the courts of the
         Commonwealth of Massachusetts, and any federal court located therein,
         and to the appropriateness of the venue of such courts, in connection
         with any dispute which may arise pursuant to this Agreement or is
         related to the transactions contemplated hereby.

                  4.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
         upon and shall inure to the benefit of the parties and their respective
         successors, assigns, heirs, executors, administrators and legal
         representatives, provided, however, that no stockholder shall assign
         any of his, her or its rights or delegate any of its obligations
         hereunder to any party without the prior written consent of the Buyer.




                                       3


                  4.3 HEADINGS. The descriptive headings of the several Sections
         of this Agreement are inserted for convenience only and do not
         constitute a part of this Agreement.

                  4.4 COUNTERPARTS. This Agreement may be executed originally or
         by facsimile and in one or more counterparts, all of which together
         shall considered one and the same agreement.

                  4.5 WAIVER. The failure of any party to this Agreement at any
         time or times to required performance of any provision hereof shall in
         no manner affect such party's right at a later time to enforce the
         same. No waiver by any party of any condition, or of the breach of any
         term, covenant, representation or warranty contained in this Agreement,
         whether by conduct or otherwise, in any one or more instances shall be
         deemed to be or construed as a further or continuing waiver of any such
         condition or breach or a waiver of any other condition or the breach of
         any other term, covenant, representation or warranty of this Agreement.

                  4.6 ENTIRE AGREEMENT. This Agreement contains the entire
         agreement among the parties hereof with respect to the transactions
         contemplated herein, and supersedes all prior agreements and
         understandings, whether written or oral, among the parties hereot with
         respect to the subject matter of this Agreement.

                  4.7 ADDITIONAL ACTIONS. The Sellers agree to execute and
         deliver such other documents, certificates agreements and other
         writings and to take such other actions as may be necessary or
         desirable in order to consummate or implement expeditiously the
         transactions contemplated by this Agreement.

                           [Signature page to follow]




                                       4

         IN WITNESS WHEREOF, this Agreement has been signed by a duly authorized
officer of THE BUYER and THE BUYER, and each of the Sellers as of the day and
year first above written.

BUYER

X3D TECHNOLOGIES, INC.


/s/ John C. Textor
- ----------------------------------------
John C. Textor, Chief Executive Officer

SELLERS:


/s/ J. P. McCormick
- ---------------------------------------
J. P. McCormick 4/29/02



/s/ Richard F. Noll
- ---------------------------------------
Richard F. Noll 4/29/02





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