THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE
BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION D AND/OR REGULATION S
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AN
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  ALL OFFERS
AND SALES OF THE HEREIN-DESCRIBED SECURITIES BY NON-U.S. PERSONS BEFORE THE
EXPIRATION OF A PERIOD COMMENCING ON THE DATE OF THE CLOSING OF THIS OFFERING
AND ENDING ONE YEAR THEREAFTER SHALL ONLY BE MADE IN COMPLIANCE WITH REGULATION
S, PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION, AND ALL OFFERS AND SALES AFTER THE EXPIRATION OF THE ONE-YEAR
PERIOD SHALL BE MADE ONLY PURSUANT TO REGISTRATION OR AN EXEMPTION FROM
REGISTRATION.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.


              AMENDMENT NO. 1 TO OFFSHORE STOCK PURCHASE AGREEMENT
              ----------------------------------------------------

     H-NET.NET, INC., a Colorado corporation ("H-NET") and FIRST CHARTERED
CAPITAL CORPORATION INC. ("FIRST CAPITAL"), a British Virgin Islands corporation
having entered into an Offshore Stock Purchase Agreement on or about the 4th day
of December, 2001 and the parties now desire to amend the Offshore Agreement
pursuant to the terms of this Amendment No. 1 to Offshore Stock Purchase
Agreement hereby agree to amend the Agreement as follows:

1.     Purchase and Sale.  On the basis of the representations and warranties
herein contained, subject to the terms and conditions set forth herein, FIRST
CAPITAL, hereby agrees to purchase the Shares at a purchase price of twenty
percent (20%) of the current bid price as listed by the OTCBB on the day that
FIRST CAPITAL elects to purchase shares under the terms of the Offshore
Agreement, the specific number of shares purchased to be reflected in written
buy orders sent to H-Net or its designee ("Consideration"), and H-Net hereby
agrees to sell the Shares to FIRST CAPITAL for such Consideration.

     No other terms of the Offshore Stock Purchase Agreement are being amended
by this Amendment and shall remain in full force and effect.

DATED this _____ day of January, 2002.


First Chartered Capital Corp., Inc.             H-Net.Net, Inc.


By: ________________________                    By: ________________________
Michael Newman, CEO                             Anton Stephens, CEO