[LETTERHEAD OF AUCXIS CORP.]

August 29, 2001


BoomBoat Inc.
220 King Street West
Suite 300
Toronto, Ontario
M5H 1K4

Attention: President

Dear Sirs:

                   RE: LETTER AGREEMENT REGARDING I-THREE INC.

     This letter is to confirm the terms upon which Aucxis Corp.  ("Aucxis"),  a
company  incorporated  under the laws of the State of Nevada  and Boom Boat Inc.
("BoomBoat"),  a company incorporated under the laws of the Province of Ontario,
agree to resolve all outstanding  issues between them in connection with I-Three
Inc. ("I-3"),  a company  incorporated  under the laws of the State of Delaware,
and in particular, (i) the status of the employees of I-3, (ii) the ownership of
all  intellectual  property of I-3, and (iii) the ownership of certain assets of
I-3.

     This letter  agreement  (including  all schedules and  agreements  attached
hereto),  once executed by both parties hereto,  will become a legal and binding
agreement  between the parties and constitutes the entire agreement  between the
parties pertaining to the subject matter of this letter agreement and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written.  The  parties  acknowledge  and agree that there are no  conditions,
warranties,   representations   or  other  agreements  between  the  parties  in
connection  with the subject matter of this agreement  (whether oral or written,
express or implied,  statutory or otherwise)  except as specifically  set out in
this letter agreement.

     In consideration  of the mutual covenants and agreements  contained in this
letter  agreement  and other good and  valuable  consideration,  the receipt and
sufficiency  of which is  hereby  acknowledged  by each of the  parties  to this
letter  agreement,  on the terms and subject to the  conditions  set out in this
letter agreement, the parties covenant and agree with each other as follows:

A.   EMPLOYEES
     ---------

1.  SEVERANCE  AMOUNT.  BoomBoat  and  Aucxis  hereby  agree that the sum of one
hundred  eighty-one  nine  hundred  and  forty-three  dollars  (CDN$181,943)  in
Canadian funds (the "SEVERANCE AMOUNT") shall be the sole consideration  payable
by Aucxis to BoomBoat  (on behalf of the  employees  listed in  Schedule  "A-1")
hereto (each, an "EMPLOYEE" and collectively, the "EMPLOYEES") as full and final
settlement of all claims,  action,  causes of action and demands whatsoever,  of
any kind, without limitation, BoomBoat, any of the Employees or any of their



<PAGE>
                                      -2-

respective heirs, executors, administrators, assigns, affiliates, associates and
related persons or any of them, now have, or hereafter can, shall or may have by
reason of or arising  out of their  employment  or  consulting  engagement  with
Aucxis or I-3, as the case may be. Notwithstanding the forgoing,  Aucxis or I-3,
as  applicable,  shall  ensure  that the  Employees  continue  to receive  their
existing  dental,  prescription  eye care,  drug plan and health  plan  benefits
(Equitable Life plan number 98340) until at least September 30, 2001.

2.  ACKNOWLEDGEMENT  SEVERANCE PAYMENT.  BoomBoat hereby  acknowledges  previous
receipt from Aucxis of the sum of ninety  thousand nine hundred and  seventy-one
dollars (CDN$90,971) in Canadian funds (the "Initial Partial Severance Payment")
as partial payment of the Severance Amount.

3. FINAL SEVERANCE  PAYMENT.  In consideration for payment by Aucxis to BoomBoat
of the remaining portion of the Severance Amount (which amount has been adjusted
in  accordance  with the  rights of  set-off  set out in  sections  C2 and C5 as
calculated in Schedule "A-3") in the sum of seventy-four  thousand seven hundred
eighty-five  dollars and sixty two cents  (CDN$74,785.62) in Canadian funds (the
"Final Severance Payment"), BoomBoat shall deliver, or cause to be delivered, on
execution  of this letter  agreement,  against  delivery of the Final  Severance
Payment,  by way of certified  cheque or bank draft made payable to the order of
BoomBoat, the following:

     (a)  a resignation  as an employee of I-3 effective  August 3, 2001, in the
          form attached hereto as Schedule "A-3(a)", from each Employee;

     (b)  a full and final  release,  in the form  attached  hereto as  Schedule
          "A-3(b)", in favour of Aucxis and I-3, from each Employee;

     (c)  an acknowledgement regarding the cancellation of stock options, in the
          form attached hereto as Schedule "A-3(c)", from each Employee;

     (d)  an  assignment  of the  Intellectual  Property (as later  defined) and
          waiver of all moral rights,  in the form  attached  hereto as Schedule
          "A-3(d)", from each Employee; and

     (e)  an  agreement  from each of Dave Wilson and Dave  Dingle,  in the form
          attached hereto as Schedule  "A-3(e)",  to terminate their  respective
          commission  agreements  with Aucxis,  each effective as of February 1,
          2001, relating to their respective entitlement to ten percent (10%) of
          the gross  proceeds  realized  by  Aucxis  on the sale of I-3  derived
          technology  (which would  include,  among others,  the Aucxis  Toolbox
          Product (as later defined)) to non-Aucxis owned companies.

In connection with the foregoing,  BoomBoat  acknowledges and agrees that Aucxis
shall not be obligated to pay any portion of the Final  Severance  Payment until
the foregoing  deliveries have been made directly to Aucxis or to the solicitors
of Aucxis.


<PAGE>
                                      -3-

B.   INTELLECTUAL PROPERTY
     ---------------------

1. OWNERSHIP OF INTELLECTUAL  PROPERTY.  BoomBoat  acknowledges  and agrees that
Aucxis is the sole and exclusive  owner of all right,  title and interest in and
to the  software  and  technology  of I-3 and  Aucxis,  as the case may be, more
particularly described in Schedule "B-1" hereto (the "INTELLECTUAL PROPERTY").

2. BOOMBOAT COVENANTS. BoomBoat hereby covenants and agrees to:

     (a)  not  contest  or  challenge  any claim by either  I-3 or Aucxis to the
          title or  ownership  of, or a right or interest  in, the  Intellectual
          Property;

     (b)  not,  at any time,  except as  otherwise  permitted  hereunder,  for a
          period of two (2) years  following the date of this letter  agreement,
          for any reason, within the geographic areas in which Aucxis and I-3 or
          any of their  respective  affiliates,  as the case may be,  carries on
          their respective  businesses,  for any reason whatsoever,  directly or
          indirectly,  either alone or in  conjunction  with any  individual  or
          firm, corporation,  association or other entity, whether as principal,
          agent, shareholder,  creditor or in any other capacity, carry on or be
          engaged in or be concerned with or interested  in,  advise,  or permit
          your  name or any part  thereof  to be used in any  business  which is
          similar or directly competes with the provision of electronic commerce
          services to the financial  services industry business being carried on
          by  Aucxis,  I-3  and  any  of  their  respective  affiliates,  and in
          particular,  without limiting the generality of the foregoing,  to not
          compete  with  the  Collateral  Management  Module  ("CMM"),  as  more
          particularly described in Schedule "B-2(b)" hereto;

     (c)  forever  hold  the  "Confidential   Information"   (which  term  means
          information, knowledge, data and property relating to the business and
          affairs of Aucxis and I-3 which such  parties wish and are entitled to
          protect and includes,  without limitation,  computer systems, software
          source  code,  marketing  plans,  patents,   trade  secrets  or  other
          intellectual  property,  know-how,   technical  expertise,   financial
          information,  forecasts,  assumptions,  product information,  customer
          information,  marketing and  development  plans,  cost and price data,
          internal policies and procedures and other information relating to the
          business  and affairs of Aucxis and I-3) in trust and  confidence  for
          Aucxis and I-3,  as  applicable,  and not  disclose  the  Confidential
          Information to any person or entity without the prior written approval
          of Aucxis or I-3, as applicable,  or use the Confidential  Information
          for any purpose and that it will take all  reasonable  precautions  to
          prevent  inadvertent  disclosure  of  such  Confidential  Information,
          including disclosure by the Employees,  provided that, the obligations
          of  confidentiality  hereunder shall not apply to any information that
          (i) is or becomes  information in the public domain without any act or
          omission by BoomBoat or the Employees;  (ii) was disclosed to BoomBoat
          by a third party without  breach by such third party of any obligation
          to keep such  information  confidential;  (iii) BoomBoat is obliged


<PAGE>
                                      -4-


          to disclose  such  information  by any  government  agency or by court
          order; or (iv) except as specifically permitted hereunder; and

     (d)  not use, other than as expressly set out in this letter agreement, any
          Intellectual  Property in developing the BoomBoat  Toolbox Product (as
          later  defined)  or any other  product or for any other  purpose,  and
          hereby  confirms  and  acknowledges  that it is not, as of the date of
          this letter  agreement,  using all or any portion of the  Intellectual
          Property in any product or for any other purpose.

3. AUCXIS ACKNOWLEDGEMENT.  In connection with the non-competition  covenant set
out in section B2(b) above,  Aucxis and I-3 hereby  acknowledge that BoomBoat is
developing a toolset product (the "BOOMBOAT TOOLBOX PRODUCT"), more particularly
described in Schedule  "B-3A" hereto,  which product will,  notwithstanding  the
non-competition  covenant of the  Employees  in the  employment  agreements  and
BoomBoat in this letter  agreement,  compete with the toolbox  product of Aucxis
(the "AUCXIS TOOLBOX PRODUCT") described on Schedule "B-3B". Aucxis and I-3 each
acknowledge  and  agree  that  any  software  or  other  intellectual   property
independently  developed by BoomBoat since August 3, 2001 (the "BOOMBOAT IP") is
the sole and exclusive  property of BoomBoat.  BoomBoat  acknowledges and agrees
that the  BoomBoat IP does not make use of any source code  forming  part of the
Intellectual  Property.  BoomBoat  further  acknowledges  and  agrees  that  the
acknowledgement  and  agreement  of Aucxis and I-3 set out in this section in no
way acts as, or intended to act as, a transfer or release to BoomBoat, or in any
way gives BoomBoat any right, title, interest or ownership in, or to, any of the
Intellectual Property notwithstanding that BoomBoat is entitled to use a portion
of the  Intellectual  Property  in  accordance  with the  terms  of this  letter
agreement in the development of the BoomBoat Toolbox Product.

4. AUCXIS  CONSENT.  Subject to section B6, Aucxis and I-3 hereby consent to the
development  by  BoomBoat  of  the  BoomBoat  Toolbox  Product  and,  solely  in
connection with the  development  and  exploitation of such product (at any time
from August 3, 2001 onwards), consent to the use by BoomBoat in such development
process of any idea,  concept,  trade secret,  confidential  information  and/or
business method or process  developed in connection with, or used or related to,
the  Aucxis  Toolbox  Product  which  forms part of the  Intellectual  Property.
Notwithstanding  the  foregoing,  BoomBoat  shall not be entitled to, and Aucxis
does  not  consent  to,  the  use  by  BoomBoat  of  any  other  portion  of the
Intellectual Property including,  but not limited to, source code related to the
Aucxis Toolbox  Product.  Aucxis and I-3 acknowledge and agree that the BoomBoat
Toolbox Product being developed by BoomBoat will provide  substantially the same
(and perhaps even identical)  functionality  and solutions as the Aucxis Toolbox
Product.  Notwithstanding the similarity of the BoomBoat Toolbox Product and the
Aucxis Toolbox  Product,  Aucxis and I-3 both agree not to take any legal action
whatsoever  against BoomBoat (or its successors and assigns) with respect to the
development and the exploitation of the BoomBoat Toolbox Product, provided that,
such exploitation and development is in compliance with the terms and conditions
of this letter agreement.

5. NO  TRANSFER.  Aucxis  and I-3 each  agree  that it will not sell,  transfer,
assign,  pledge,  license or otherwise dispose of (collectively referred to as a
"TRANSFER")  the  Aucxis  Toolbox  Product or any of the  Intellectual  Property
related specifically thereto (the "AUCXIS PRODUCT"),  to any


<PAGE>
                                      -5-


Competitor (as such term is later  defined)of  BoomBoat at any time on or before
August 29, 2003 (the "TRANSFER  EXPIRY DATE").  For the purpose of this section,
the term  "Competitor"  shall mean any person or entity  which is engaged in the
exploitation  of any product which competes  directly with, and targets the same
customer base as, the BoomBoat  Toolbox  Product.  Following the Transfer Expiry
Date,  Aucxis shall be entitled to  consummate a Transfer of the Aucxis  Product
with any party,  provided  that,  Aucxis shall have first  offered to BoomBoat a
right to purchase the  Intellectual  Property  and/or the Aucxis  Product on the
same terms and  conditions as Aucxis  proposes to consummate the Transfer with a
third party and, by 5:00 p.m.  (Toronto  time) on the tenth (10th)  business day
following  the date on which Auxcis has  delivered to BoomBoat a written  notice
setting  out the terms of the  offer  related  to the  Transfer  Aucxis  has not
received a written notice from BoomBoat  advising that it wishes to exercise its
right of first refusal to purchase the  Intellectual  Property and/or the Aucxis
Product.  Auxcis and I-3 acknowledge and agree that the foregoing right of first
refusal in favour of BoomBoat  applies in the event of  insolvency or bankruptcy
of Aucxis or I-3,  as the case may be. For  greater  certainty,  nothing in this
section  shall  prevent  either  Aucxis or I-3 at any time prior to the Transfer
Expiry  Date  from   consummating  a  Transfer  of  the  Aucxis  Product  and/or
Intellectual  Property  related thereto with any person or entity which is not a
Competitor of BoomBoat (a  "NON-COMPETITOR")  without  having to comply with the
right of first refusal  provision set out in the  preceding  sentence,  provided
that, Aucxis shall give written notice to BoomBoat of any proposed Transfer to a
Non-Competitor  of the  Aucxis  Product  and/or  Intellectual  Property  related
thereto  prior to the  Transfer  Expiry  Date and,  in the event that  BoomBoat,
within three (3) business  days of the delivery of such notice,  advises  Aucxis
that such Non-Competitor is in fact a Competitor then the right of first refusal
provisions  contained  in this section  shall apply in respect of such  proposed
Transfer.

6. AUCXIS  COVENANT.  In consideration of the payment by BoomBoat to Aucxis of a
fee (the "BOOMBOAT FEE"), in an amount equal to one percent (1%) of all revenues
actually  received by BoomBoat (net of returns and refunds) from the date hereof
to and including August 29, 2006 (the "FEE EXPIRY DATE"),  Aucxis and I-3 hereby
agree to not  enforce the  non-competition  covenants  contained  in this letter
agreement and the  employment  agreements  with respect to the  development  and
exploitation of the BoomBoat  Toolbox  Product.  For greater  certainty,  Aucxis
shall be entitled  to enforce the  non-competition  covenant  contained  in this
letter agreement and/or the employment agreements in the event that BoomBoat (a)
competes with the CMM, (b) uses any of the  Intellectual  Property other than as
provided  herein and/or (c) fails to pay the BoomBoat Fee in accordance with the
terms of section B7 below.

7. CALCULATION AND PAYMENT OF BOOMBOAT FEE.

     (a)  On the first (1st) day of September,  December, March and June in each
          twelve (12) month period following the date hereof up to and including
          September  1,  2006,   BoomBoat  shall  calculate,   or  cause  to  be
          calculated, the BoomBoat Fee payable to Aucxis in respect of the three
          (3)  month  period  ending  on the last day of the  month  immediately
          preceding the calculation date, provided that, the calculation made on
          September 1, 2006 shall be in respect of the three month period ending
          on the Fee Expiry Date.


<PAGE>
                                      -6-


     (b)  Not  later  than  the  tenth  (10th)   business  day  following   each
          calculation  referred to in the preceding  subsection,  BoomBoat shall
          deliver, or cause to be delivered,  to Aucxis of a certified cheque or
          bank  draft  made  payable  to the  order of Aucxis  representing  the
          BoomBoat  Fee  payable  in respect  of the  preceding  three (3) month
          period  together with a written  notice signed by a senior  officer of
          BoomBoat  which sets out the  BoomBoat  Fee payable in respect of such
          period and the computation by which such BoomBoat Fee was calculated.

     (c)  From the date hereof to and  including  the Fee Expiry Date,  BoomBoat
          covenants to keep accurate records  documenting all revenues earned by
          BoomBoat in respect of sales related to the BoomBoat  Toolbox  Product
          for the purpose of  determining  the  BoomBoat  Fee and  covenants  to
          retain  such  records  for a period of three  (3)  years  from the Fee
          Expiry Date.

     (d)  BoomBoat  hereby  agrees,  upon the request and expense of Aucxis,  to
          provide  Aucxis and its financial  advisors  reasonable  access to the
          books and  records  of  BoomBoat  as may be  necessary  to verify  the
          BoomBoat  Fee  payable  in  respect  of  any  period  contemplated  by
          subsection  B7(a) above,  provided that, such audit right shall expire
          on August  29,  2007.  If an audit  discloses  that any  amount due to
          Aucxis  has not been paid in  respect  of a  particular  period on the
          appropriate  date,  then  BoomBoat  shall pay, or cause to be paid, to
          Aucxis  the  deficient  amount  (the  "Deficiency  Amount")  by way of
          certified  cheque or bank  draft  payable  to the order of Aucxis  not
          later than 5:00 p.m.  (Toronto time) on the tenth (10th)  business day
          (the "Deficiency  Payment Expiry Time") following  delivery (or deemed
          delivery) of a written notice by Aucxis to BoomBoat  setting forth the
          calculation of the Deficiency Amount, unless BoomBoat has delivered to
          Aucxis prior to the Deficiency Payment Expiry Time of a written notice
          (the "Deficiency Disagreement Notice") stating that it has a bona fide
          disagreement with the Deficiency Amount.  The Deficiency  Disagreement
          Notice  shall  state the reason for the  disagreement  and the parties
          shall attempt to resolve the disagreement  through mutual negotiation.
          If the matter has not been resolved within thirty (30) days of receipt
          (or deemed receipt) of the Deficiency Disagreement Notice, then either
          party  shall be  entitled  to  refer  the  matter  to  arbitration  in
          accordance with the provisions set out in section D1 below.

8.   TRANSFER OF CMM KNOWLEDGE

     (a)  In consideration for the Final Severance Payment,  following execution
          of this letter agreement,  BoomBoat agrees to transfer, or cause to be
          transferred,  at its own cost,  at such time and to such  location  as
          Aucxis may direct in writing,  any  material  relating to the CMM (the
          "CMM MATERIAL")  currently in the possession of BoomBoat or any of its
          employees,  agents or  representatives  (which includes any Employee).
          Until such time as the CMM  Material  has been  transferred,  BoomBoat
          agrees to maintain the CMM Material in its current state in a safe and
          secure environment.


<PAGE>
                                      -7-


     (b)  In the event  that the CMM  Material  in not in a  transferable  form,
          BoomBoat agrees to provide, at its own cost, all necessary  assistance
          to convert the CMM  Material  from its current  form as of the date of
          this  letter  agreement  into a form  (including,  but not limited to,
          converting  such  information  into written  form and/or  copying such
          information  to machine  readable  disks  and/or  cd-roms)  capable of
          transfer  to Aucxis or to such  other  party as Aucxis  may  direct in
          writing.  BoomBoat  further  acknowledges and agrees that some form of
          transfer  will include the transfer of  knowledge  from the  Employees
          and/or other  employees of BoomBoat  familiar with the CMM Material to
          such  persons  designated  by Aucxis so as to ensure that such persons
          have a reasonable understanding of the CMM Material and are capable of
          supporting  the CMM  Material  (which  includes,  without  limitation,
          making modifications,  bypasses,  de-bugging,  work-arounds,  repairs,
          replacements,  conversions or corrections  necessary to permit the CMM
          Material to operate  compatibly and reliably,  in conformance with its
          specifications)  without any further  assistance from BoomBoat (or its
          employees).  In connection  with the foregoing,  subject to subsection
          B8(c) below,  BoomBoat covenants and agrees to make available,  at its
          own cost,  all  necessary  qualified  persons to support  (by means of
          in-person  consultations,  telephone and on-line support) the transfer
          of the CMM Material, for such reasonable length as time as is required
          (not to exceed 250 hours) to fully  transfer all knowledge  related to
          the CMM Material in the manner described above.

     (c)  In  connection  with  the  transfer  of  knowledge  described  in this
          section,  Aucxis  acknowledges and agrees that such knowledge  relates
          only to the CMM  Material  as it exists as of the date of this  letter
          agreement and does not include any  knowledge  which would be required
          to further  develop or enhance  all or any  portion of the CMM. In the
          event that Aucxis requires additional  support,  such support shall be
          provided by BoomBoat in  accordance  with the terms and  conditions of
          the services agreement to be entered into among BoomBoat and Aucxis on
          the date hereof, in the form attached hereto as Schedule "B8(c)".

     (d)  In connection  with the transfer of CMM Material,  BoomBoat  covenants
          that to its knowledge,  after due inquiry,  the CMM Material does not,
          and will not upon transfer, contain any "backdoor" or concealed access
          or any "software locks" or similar  undocumented  devices which,  upon
          the occurrence of a certain event,  the passage of a certain amount of
          time or the  taking of any  action  (or the  failure  to take any such
          action) by or on behalf of Aucxis or any third  party,  will cause the
          CMM Material, or any portion thereof, to be destroyed, erased, damaged
          or otherwise  rendered  inoperable or  inaccessible.  BoomBoat further
          covenants  that,  upon  written  notice from Aucxis of the  successful
          transfer  of the CMM  Material  to  Aucxis or its  designees,  it will
          immediately  destroy,  or  cause to be  destroyed,  all  "back-up"  or
          "archival" copies of the CMM Material.

C.   ASSETS/FURNITURE/LEASED SPACE
     -----------------------------


<PAGE>
                                      -8-


1. SALE OF  EQUIPMENT.  Subject to the terms and  conditions  contained  in this
section C, Aucxis hereby sells to BoomBoat,  and BoomBoat hereby  purchases from
Aucxis on the date hereof,  the equipment  listed in Schedule  "C-1" hereto (the
"Equipment").

2. PURCHASE PRICE FOR EQUIPMENT.  The purchase  price (the  "EQUIPMENT  PURCHASE
PRICE")  payable by BoomBoat for the  Equipment  shall be the sum of  $29,879.50
plus GST, as set forth on Schedule "C-1". The Equipment  Purchase Price shall be
paid and satisfied by BoomBoat by the delivery on the second  anniversary of the
date of letter  agreement  (the  "PAYMENT  DATE") of a certified  cheque or bank
draft  made  payable  to the order of Aucxis  or as it may  otherwise  direct in
writing.  Notwithstanding that the payment shall only occur on the Payment Date,
the  parties  agree  that the goods and  service  tax  payable in respect of the
transfer of the  Equipment in the amount of  $2,091.56  (the "GST") shall be due
and payable upon execution of this letter  agreement.  The parties further agree
that Aucxis  shall be  entitled  to set-off the GST against the amount  owing by
Aucxis to  BoomBoat  hereunder  in respect of the Final  Severance  Payment.  To
secure the payment of the  Equipment  Purchase  Price,  BoomBoat  hereby  grants
Aucxis a security  interest in the  Equipment  and  authorizes  Aucxis to file a
registration under the Personal Property Security Act (Ontario) to evidence such
security interest.

3. USE OF EQUIPMENT.  Upon execution of this letter  agreement until the Payment
Date,  BoomBoat  shall pay to Aucxis a monthly  fee in the sum of  $248.99  (the
"EQUIPMENT FEE"), representing ten percent (10%) of the Equipment Purchase Price
calculated  annually.  The Equipment Fee shall be paid and satisfied by BoomBoat
in advance on first (1st) day of each month by way of  certified  cheque or bank
draft payable to the order of Aucxis or as it may otherwise direct in writing.

4. FURNITURE.  On the execution of this letter  agreement,  Aucxis shall sell to
BoomBoat and  BoomBoat  shall  purchase  from Aucxis,  the  furniture  listed in
Schedule "C-4" hereto (the "FURNITURE").

5. PURCHASE PRICE FOR FURNITURE.  The purchase  price (the  "FURNITURE  PURCHASE
PRICE") payable by BoomBoat for the Furniture shall be the sum of $7,931.69 plus
GST. The Furniture Purchase Price shall be paid and satisfied by BoomBoat by the
delivery on the Payment Date of a certified cheque or bank draft made payable to
the order of Aucxis or as it may  otherwise  direct in writing.  Notwithstanding
that the payment  shall only occur on the Payment  Date,  the parties agree that
the goods and service tax payable in respect of the transfer of the Furniture in
the amount of $555.22  (the "GST")  shall be due and payable  upon  execution of
this letter  agreement.  The parties further agree that Aucxis shall be entitled
to set-off the GST against the amount  owing by Aucxis to BoomBoat  hereunder in
respect of the Final Severance  Payment.  To secure the payment of the Furniture
Purchase  Price,  BoomBoat  hereby  grants  Aucxis a  security  interest  in the
Furniture  and  authorizes  Aucxis to file a  registration  under  the  Personal
Property Security Act (Ontario) to evidence such security interest.

6. Use of Furniture.  Upon execution of this letter  agreement until the Payment
Date,  BoomBoat  shall  pay to Aucxis a  monthly  fee in the sum of $66.09  (the
"Furniture Fee"), representing ten percent (10%) of the Furniture Purchase Price
calculated  annually.  The Furniture Fee shall be paid and satisfied by BoomBoat
in advance on first (1st) day of each


<PAGE>
                                      -9-


month by way of certified cheque or bank draft payable to the order of Aucxis or
as it may otherwise direct in writing.

7. LEASED SPACE.  BoomBoat acknowledges and agrees that Aucxis has no obligation
to provide any space to BoomBoat or its  employees  and that  BoomBoat  shall be
solely responsible for locating, securing and paying for its own space.

D.   GENERAL
     -------

1.   ARBITRATION PROCEDURES.

     (a)  Dispute  Resolution.  The  parties  hereby  agree  that  they will use
          reasonable  best efforts to resolve any  disputes  arising out of this
          letter  agreement in a co-operative  and expeditious  manner.  To this
          effect,  following  notice by any party to the other of a disagreement
          (which  shall  include any failure to agree upon a matter to be agreed
          upon) the parties  hereto shall consult and negotiate with one another
          in good faith in an effort to reach a just and equitable solution.  If
          those  attempts  fail after a period of thirty (30) days from the time
          the parties have been  notified in writing of the  disagreement,  then
          every  such  disagreement  shall be  referred  to  arbitration  in the
          English  language  in the City of  Toronto,  Ontario  pursuant  to the
          Arbitration  Act  (Ontario),  as amended from time to time, to be held
          before a single  arbitrator who is mutually  agreed to by the parties,
          provided  that,  if the parties  are unable to agree on an  arbitrator
          within  fifteen  (15)  days of  receipt  of the  written  notice,  the
          arbitrator shall be chosen by a judge of an Ontario court. The parties
          agree to take all necessary  steps to ensure that the  arbitration  is
          completed,  and an award rendered  within 90 days of the submission of
          the dispute to arbitration.

     (b)  Cost of  Arbitration.  Notwithstanding  the  failure  of any  party to
          participate in the arbitration proceedings, the arbitrator may proceed
          to make an award  and the costs of the  arbitration  shall be borne as
          determined by the arbitrator.

     (c)  Arbitration Award. The parties acknowledge and agree that the award of
          the arbitrator  shall be the sole and exclusive  remedy of the parties
          and  shall  be  enforceable  in a  court  of  competent  jurisdiction.
          Notwithstanding  the foregoing,  the parties shall be entitled to seek
          injunctive  relief  or other  equitable  remedies  from  any  court of
          competent jurisdiction. Except where clearly prevented by the issue in
          dispute,  the parties agree to continue  performing  their  respective
          obligations   under  this  letter  agreement  and  the  other  related
          agreements entered into in connection with this letter agreement while
          the dispute is being resolved  unless and until such  obligations  are
          terminated or expire in accordance with the provisions hereof.

2.   REPRESENTATIONS AND WARRANTIES.

     (a)  Aucxis and I-3 jointly and severally represent and warrant to BoomBoat
          as follows:


<PAGE>
                                      -10-


          (i)   Each of Aucxis and I-3is a corporation  validly subsisting under
                the laws of the  jurisdiction  of its corporation and it has the
                corporate power to enter into and perform all of its obligations
                contained in this letter agreement;

          (ii)  This letter  agreement  has been duly  authorized,  executed and
                delivered  by Aucxis and I-3 and is a legal,  valid and  binding
                obligation of each of Aucxis and I-3, enforceable against Aucxis
                and I-3 in  accordance  with its terms,  subject to  bankruptcy,
                insolvency  and other laws  affecting  the  rights of  creditors
                generally,   and  the  qualification  that  equitable  remedies,
                including,   without   limitation,   specific   performance  and
                injunction,  may be granted only in the discretion of a court of
                competent jurisdiction.

          (iii) Aucxis  and/or I-3 are the sole legal and  beneficial  owners of
                the Intellectual  Property, the Equipment and Furniture and have
                good and marketable title thereto,  free and clear of all liens,
                pledges,   charges,   security  interests,   claims,   ownership
                interests or encumbrances of any kind.

          (iv)  There is no suit, action,  dispute civil or criminal litigation,
                claim, arbitration or legal,  administrative or other proceeding
                or governmental investigation  (collectively "Claims"),  pending
                or threatened against Aucxis or I-3 relating to the Intellectual
                Property,  the Equipment or the Furniture.  To the best of their
                knowledge, after due inquiry, there are no facts known to Aucxis
                or I-3 which are likely to give rise to any such  Claims.  There
                is  not  presently   outstanding   against  Aucxis  or  I-3  any
                judgements,  executions, order , injunction,  decree, or rule of
                any court,  administrative  agency,  governmental  authority  or
                arbitrator   which  affects  the  Intellectual   Property,   the
                Equipment or the Furniture.

          (v)   The sale of the Equipment and the Furniture does not require the
                consent  of any  party  other  than  Aucxis  or I-3 and does not
                violate the terms of any agreement to which either of Aucxis and
                I-3 are a party.

     (b)  BoomBoat represents and warrants to Aucxis and I-3 as follows:

          (i)   BoomBoat is a corporation  validly  subsisting under the laws of
                the Province of Ontario and it has the corporate  power to enter
                into and perform all of its obligations contained in this letter
                agreement; and

          (ii)  This letter  agreement  has been duly  authorized,  executed and
                delivered  by  BoomBoat  and  is  a  legal,  valid  and  binding
                obligation  of  BoomBoat,   enforceable   against   BoomBoat  in
                accordance with its terms, subject to bankruptcy, insolvency and
                other laws affecting the rights of creditors generally,  and the
                qualification  that  equitable  remedies,   including,   without
                limitation,  specific performance and injunction, may be granted
                only in the  discretion  of a court of  competent  non-exclusive
                jurisdiction.


<PAGE>
                                      -11-

3.  APPLICABLE  LAW.  This letter  agreement  shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the Province of Ontario and the federal laws of Canada applicable  therein.  The
parties  hereby attorn to the  non-exclusive  jurisdiction  of the courts of the
Province of Ontario.

4. BINDING AGREEMENT. This letter agreement shall enure to the benefit of and be
binding  upon the  parties  and  their  respective  successors,  heirs and legal
representatives, as the case may be, and permitted assigns.

5.  ASSIGNMENT.  Neither  party may assign this letter  agreement  or any of its
rights or obligations  hereunder  without the prior written consent of the other
party.

6.  AMENDMENT.  This  letter  agreement  may not be amended or  modified  in any
respect except by written instrument signed by all the parties hereto.

7.  SEVERABILITY.  If any provision of this letter  agreement is determined by a
court of competent  jurisdiction to be invalid,  illegal or unenforceable in any
respect, such determination shall not impair or affect the validity, legality or
enforceability of the remaining  provisions hereof, and each provision is hereby
declared to be separate, severable and distinct.

8. TIME OF ESSENCE. Time shall be of the essence in this letter agreement.

9. FURTHER ASSURANCES.  The parties shall sign such further and other papers and
documents,  and cause such meetings to be held, votes cast,  resolutions passed,
by-laws enacted, all necessary steps and proceedings to be done, and shall cause
all other acts and things done and  performed as may be necessary  and desirable
to give full force and effect to this letter agreement and every part hereof.

10. CURRENCY.  Unless otherwise indicated, all dollar amounts referenced in this
letter agreement shall be in Canadian funds.

11.  NOTICE  PROVISION.  Any notice or other  communication  under  this  letter
agreement  shall be in writing and shall be considered  given when  delivered by
hand, when telecopied upon confirmation of receipt, one (1) day after being sent
by overnight  courier  service or four (4) days after being mailed by registered
mail, return receipt requested, except in the event of an interruption in postal
service,  in which case the time when notice  would  otherwise  be deemed  given
shall be  extended  by a the  number  of days  during  which  such  interruption
continues,  to the parties at the  addresses  set forth below,  or at such other
address as a party may  specify by notice to the other in  accordance  with this
provision:



<PAGE>

         If to Aucxis:

         Aucxis Corp.
         220 King Street, Suite 200
         Toronto, Ontario, M5H 1K4

         Attention: President
         Facsimile: (416) 214-0585

         If to BoomBoat:

         BoomBoat Inc.
         220 King Street, Suite 300
         Toronto, Ontario, M5H 1K4

         Attention: President
         Facsimile: (416) 585-9609

         With a copy to:

         Goodmans LLP
         250 Yonge St.
         Suite 2400
         Toronto, ON
         M5B 2M6

         Attention: Tim Heeney
         Facsimile: (416) 979-1234


or to such other  address as may be given in writing by either  party  hereto to
the other,  and shall be deemed to have been received if delivered,  on the date
of delivery,  and if faxed or delivered by bonded courier, on the first business
day following the faxing, or bonded courier delivery thereof.

12.  COUNTERPARTS  AND FACSIMILE.  This letter  agreement may be executed by the
parties in any number of separate  counterparts  each of which, when so executed
and delivered,  shall be an original,  but all such counterparts  shall together
constitute one and the same  instrument.  Counterparts may be executed either in
original  or faxed  form and the  parties  adopt any  signatures  received  by a
receiving fax machine as original signatures of the parties,  provided,  however
that any party providing its signature in such manner shall promptly  forward to
the other party an original  of the signed copy of this letter  agreement  which
was so faxed.



<PAGE>
                                      -13-


     To indicate your  agreement to be bound by the terms and conditions set out
in this letter agreement, please sign where indicated below and return a copy of
this  letter  agreement  to the  attention  of Gary  Jessop of Blake,  Cassels &
Graydon LLP by facsimile at (613) 788-2247.

                          Yours very truly,

                          AUCXIS CORP.



                          Per:
                              --------------------------------------------------
                                    I have the authority to bind the Corporation



                          I-THREE INC.

                          Per:
                               ------------------------------------------------
                                    I have the authority to bind the Corporation



The undersigned hereby agrees to the terms and conditions set out in this letter
agreement and to be bound by and carry out the terms set out herein.

         Dated this __ day of August, 2001.



         BOOMBOAT INC.



         Per:
             -------------------------------------------------
                  I have the authority to bind the Corporation



<PAGE>

<TABLE>
<CAPTION>
                                                        SCHEDULE A-1

                                                     LIST OF EMPLOYEES

         PAYROLL NUMBERS AT JULY 15, 2001

                                    Payroll              Consulting           Annual Amount           Monthly Amount
                                    (CDN$)                 (CDN$)                 (CDN$)                  (CDN$)

<S>                                 <C>                    <C>                 <C>                       <C>
David Wilson                        6,708.33                    Nil            160,999.92                13,416.66
David Dingle                             Nil               6,666.67            160,000.08                13,333.34
Danny Pirvuti                       4,166.67                    Nil            100,000.08                 8,333.34
Victor Scaletchi                         Nil               3,611.29             86,670.95                 7,222.58
Sasha Bratic                        2,500.00                    Nil             60,000.00                 5,000.00
Cristian Virvoreanu                 3,333.33                    Nil             79,999.92                 6,666.66
Viorel Stolea                       3,500.00                    Nil             84,000.00                 7,000.00
Adrian Iacobet                      2,500.00                    Nil             60,000.00                 5,000.00
Jeff Cutbush                        2,916.67                    Nil             70,000.08                 5,833.34
Richard Chen                        3,333.33                    Nil             79,999.92                 6,666.66
Jeff Turner                         4,166.66               2,083.00            149,991.84                12,499.32
Total                                                                        1,091,662.79                90,971.90


         FUNDING AMOUNT PAYABLE TO BOOMBOAT:                                              $181,943.80
                                                                                       ==============


</TABLE>



<PAGE>
                                  SCHEDULE A-3

                     CALCULATION OF FINAL SEVERANCE PAYMENT



   Final Severance Payment                               $90,971.00

   Less:      GST Equipment  (7% of $29,879.50)           $2,091.56
              GST Furniture (7% of $7,931.69)                555.22
              Payment of Netra Machines (inc. taxes)      $8,538.60
                                                         ----------

   Subtotal                                              $79,785.62

   Less loan advance/payment                               5,000.00

   ADJUSTED FINAL SEVERANCE PAYMENT                      $74,785.62





<PAGE>




                                 SCHEDULE A-3(a)

                               FORM OF RESIGNATION

     TO:      I-THREE INC. ("I-3")

     AND TO:  AUCXIS CORP. ("Aucxis")

     Reference is made to that certain letter agreement dated on or about August
29, 2001 (the "Letter  Agreement")  between Aucxis, I-3 and BoomBoat Inc., which
sets out such parties  agreement as to,  among other  things,  the status of the
employees of I-3.

     I hereby tender my resignation as an employee of Aucxis or I-3, as the case
may be, such  resignation  to take effect as of August 3, 2001.  Furthermore,  I
acknowledge and agree that all compensation owing to me by either Aucxis or I-3,
as the case may be, has been paid in full save and except the  reimbursement  of
any outstanding  expenses properly incurred in the course of my employment which
I agree to promptly  submit for  reimbursement  in accordance  with the standard
policies of Aucxis or I-3, as applicable. I further acknowledge and agree that I
have  executed and  delivered to Aucxis a copy of the full and final release and
acknowledgement contemplated by the Letter Agreement.

     Notwithstanding  my  resignation,  I  acknowledge  and  agree  that  I will
continue to be bound by the company property, non-competition,  non-solicitation
and confidential  information provisions contained in my employment agreement, a
copy of which is attached  hereto as Schedule "A",  subject to the exception set
out  in  the  Letter  Agreement  which  permits  BoomBoat  Inc.  to  pursue  the
development and exploitation of a product referred to in the Letter Agreement as
the BoomBoat Toolbox Product.

     I have been afforded an opportunity to obtain  independent  legal advice in
connection  with the  execution  of this  document  and confirm that either such
advice has been obtained or that I do not wish to obtain such independent  legal
advice.

          DATED this            day of August, 2001.
                     ----------






                                            ---------------------------------
                                            Print Name:







<PAGE>
                                 SCHEDULE A-3(b)

                         FORM OF FULL AND FINAL RELEASE

          WHEREAS  Aucxis Corp.  ("AUCXIS"),  I-Three Inc.  ("I-3") and BoomBoat
Inc.  ("BOOMBOAT") have entered into a letter of agreement dated August 29, 2001
(the  "LETTER  AGREEMENT")  pursuant to which the parties have agreed to resolve
all  outstanding  issues between them  regarding,  among other things,  employee
status, intellectual property ownership and asset ownership;

          AND WHEREAS it is a condition of the transactions  contemplated by the
Letter Agreement that the undersigned resign as an employee of I-3 and that this
full and final release be executed by the  undersigned  and delivered to I-3 and
Aucxis;

          AND WHEREAS in consideration  for, among other things, the resignation
of the employees of I-3 (which includes the  undersigned),  Aucxis has delivered
to BoomBoat on behalf of the employees of I-3 (which includes the  undersigned),
a severance payment in the amount of one hundred eight-one thousand nine hundred
and  forty-three  dollars   (CDN$181,943)  in  Canadian  funds  (the  "SEVERANCE
PAYMENT"),  half of which amount has been  previously  delivered to BoomBoat and
the other half is to be  delivered  upon  execution  and  delivery of the Letter
Agreement together with, among other things, this full and final release;

          NOW THEREFORE,  I, THE UNDERSIGNED,  [NAME OF EMPLOYEE],  (hereinafter
referred  to  as  the  "Releasor"  which  term  includes  my  heirs,  executors,
administrators,  successors  and assigns),  in  consideration  of the payment by
AUCXIS and I-3  (hereinafter  collectively  referred to as the  "RELEASEES"  and
individually,  the "RELEASEE"  which terms includes their  respective  servants,
officers, directors, agents, employees,  shareholders,  successors,  assigns and
related and affiliated  companies) of the Severance  Payment to BoomBoat and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledged by the undersigned,  in full satisfaction of all claims and
demands of the  Releasor  against  the  Releasees,  hereby  release  and forever
discharge  the  Releasees of and from all manner of actions,  causes of actions,
suits, debts, dues, accounts,  bonds, covenants,  contracts,  claims and demands
whatsoever  which  against the said  Releasees the Releasor ever had, now has or
can, shall or may hereafter have for or by reason of any cause,  matter or thing
whatsoever  existing up to the present time, and more particularly,  but without
restricting  the generality of the foregoing,  all claims and demands arising in
or out of or in any way  connected  with the  employment  of the Releasor by the
Releasees  or the  obligations,  statutory,  contractual  or  otherwise,  of the
Releasees to the  Releasor in respect of the  resignation  by the Releasor  from
such  employment,  including,  without limiting the generality of the foregoing,
any  entitlement  to any medical,  dental and disability  benefit plans,  wages,
vacation  pay,  termination  pay,  severance  pay or any other payment under the
EMPLOYMENT  STANDARDS ACT, R.S.O. 1990, E.14 as amended,  and any and all claims
under the ONTARIO HUMAN RIGHTS CODE, R.S.O., 1990, H.19 as amended, or any other
applicable legislation,  save and except the entitlements  specifically provided
for in the Letter Agreement.



<PAGE>
                                       -2-

          AND FOR SAID CONSIDERATION the Releasor further agrees not to make any
claim,  or  commence,  institute or maintain  any action,  proceeding  or appeal
against  any  person  or   corporation  in  which  any  claim  could  arise  for
contribution  or indemnity under the provisions of any statute or otherwise from
the Releasees with respect to any matter subject to the release hereunder;

          AND THE RELEASOR, HEREBY DECLARES that it fully understands the nature
and terms of this  Release,  that the  consideration  stated  herein is the sole
consideration  for  this  Release  and  that it  voluntarily  accepts  the  said
settlement for the purpose of making full and final  compromise,  adjustment and
settlement of all claims as aforesaid.

          IT IS  UNDERSTOOD  AND AGREED that the said payment is deemed to be no
admission whatsoever of liability on the part of the Releasee.

          IT IS  UNDERSTOOD  AND AGREED that the Releasor  shall not provide any
person outside of his immediate  family and his  professional  advisors with any
information  concerning the terms of this Release unless  otherwise  required by
law.

          IT IS UNDERSTOOD  AND AGREED that the Releasor,  hereby agrees to save
harmless and indemnify the Releasees from all charges, taxes and penalties which
may be made by Canada Customs and Revenue Agency  requiring the Releasees to pay
income tax under the Income Tax Act  (Canada),  in respect of income tax payable
by the Releasor in excess of the amounts previously withheld;  and in respect of
any and all  charges,  taxes or  penalties  which  may be made on  behalf  of or
related  to the Human  Resources  Development  Canada  Commission  or the Canada
Pension Commission with respect to any amounts which may, in the future be found
to be payable by the Releasees in respect of the Releasor, subject always to any
rights to appeal against such assessment or reassessment.

          AND THE  RELEASOR  AGREES  that this  Release  shall be binding on the
undersigned and the  undersigned's  heirs,  successors,  assigns,  executors and
administrators.

          IN SIGNING THIS RELEASE,  the Releasor  acknowledges that the Releasor
has been given  sufficient  time to consider the Releasor's  actions and to seek
such independent  legal or other advice as the Releasor deems  appropriate.  The
Releasor further  acknowledges  that no representation of fact or opinion threat
or inducement  has been made or given by the Releasees to the Releasor to induce
the signing of this Release.

          IN WITNESS  WHEREOF I have  executed  this Release this day of August,
2001.




----------------------------                    -------------------------------
 Witness:                                       [NAME OF EMPLOYEE]





<PAGE>


                                 SCHEDULE A-3(c)

                             FORM OF ACKNOWLEDGEMENT
                             CANCELLATION OF OPTIONS

TO:  AUCXIS CORP (formerly e-Auction Global Trading Inc.)(the "Corporation")

--------------------------------------------------------------------------------

     WHEREAS the  undersigned,  as an employee of I-Three Inc.  ("I-3")  being a
wholly owned subsidiary of the  Corporation,  was granted that number of options
set forth below (collectively, the "OPTIONS") to acquire an aggregate of [INSERT
NUMBER] common shares in the capital of the Corporation pursuant to the terms of
the 1999 Stock  Option  Plan of the  Corporation,  as adopted  June 1, 1999 (the
"STOCK OPTION PLAN");

     Date of Grant    Number of Options    Exercise Price       Expiry Date
     -------------    -----------------    --------------       -----------

     [INSERT INFORMATION]

     AND  WHEREAS the  Corporation,  I-3 and  BoomBoat  Inc.  ("BOOMBOAT")  have
entered  into a  letter  agreement  dated  as of the date  hereof  (the  "LETTER
AGREEMENT"),  pursuant  to which  such  parties  have  agreed to  resolve  their
outstanding  issues in connection  with, inter alia, the status of the employees
of I-3;

     AND WHEREAS it is a condition of the Letter Agreement that, inter alia, the
undersigned  resign from his  employment  with I-3 and to tender the Options for
cancellation;

     AND WHEREAS the  undersigned has resigned,  effective  August 3, 2001, from
his employment with I-3;

     AND WHEREAS  notwithstanding the provisions contained in Section 5.6 of the
Stock  Option Plan in relation to the  exercise of options by a holder upon such
holder  ceasing  to  provide  services  as an  employee,  officer,  director  or
consultant  to  the  Corporation  or  a  subsidiary  of  the  Corporation,   the
undersigned  has agreed to cancel all of the  Options  effective  as of the date
hereof;

     NOW THEREFORE,  IN CONSIDERATION of the payment of the Severance Amount (as
such term is defined in the Letter  Agreement)  by Aucxis to BoomBoat  and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged by the undersigned, the undersigned hereby agrees, acknowledges and
confirms that all of the Options are hereby  terminated  and cancelled and of no
further force and effect as of and effective from the date hereof.

        DATED this     day of August, 2001


        --------------------------              -----------------------------
        Name of Witness:                        [INSERT NAME OF EMPLOYEE]



<PAGE>



                                 SCHEDULE A-3(d)

                  FORM OF ASSIGNMENT AND WAIVER OF MORAL RIGHTS

     WHEREAS the person whose name is printed,  and whose signature appears,  at
the end of this  document  (the  "ASSIGNOR"),  was  engaged  as an  employee  or
contractor  by I-Three  Inc.  ("I-3"),  a  Delaware  company  and  wholly  owned
subsidiary  of Aucxis Corp.  ("AUCXIS"),  a Nevada  company,  to assist with the
development  of  certain   software,   technology  and  related  documents  more
specifically described in Schedule "A" hereto (the "TECHNOLOGY");

     AND WHEREAS  Aucxis,  I-3 and  BoomBoat  Inc.  have  entered  into a letter
agreement  dated as of the date hereof  (the  "Letter  Agreement"),  pursuant to
which such parties have agreed to resolve their outstanding issues in connection
with, inter alia, the status of the employees and contractors of I-3;

     AND WHEREAS it is a term of the Letter  Agreement  that,  inter  alia,  the
Assignor will resign from I-3 and deliver this Assignment and Waiver;

     AND WHEREAS the Assignor has resigned from I-3, effective August 3, 2001;

     NOW  THEREFORE,  in  consideration  of the sum of $1.00 and other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the undersigned;

1.   The Assignor, for purposes of this document,  defines Intellectual Property
     as  all  writings,  drawings,  designs,  processes,   databases,   computer
     programs, inventions,  copyright, domain names, trade-marks, trade secrets,
     patents  and other  proprietary  rights in or  related  to the  Technology,
     including,   without  limitation,   any  patent,  copyright  or  trade-mark
     applications  filed  in  respect  of the  Intellectual  Property,  that the
     Assignor  has or may have in Canada,  the United  States of America and all
     other  countries  in  the  world.  For  the  purposes  of  this  agreement,
     Intellectual  Property  does not include  anything  that the  Assignor  has
     developed or conceived  for BoomBoat  Inc.  since August 3, 2001,  but does
     however,   include  any  ideas,  concepts,   trade  secrets,   confidential
     information  and/or  business  processes   developed  by  the  Assignor  in
     connection  with the Aucxis  Toolbox  Product (as  described  in the Letter
     Agreement),  notwithstanding that BoomBoat Inc. has been granted a right to
     use such  Intellectual  Property in the development and exploitation of the
     BoomBoat ToolBox Product (as described in the Letter Agreement).

2.   The Assignor  does hereby  grant,  sell,  assign and transfer to Aucxis the
     Assignor's  entire  world wide right,  title and interest in and to all the
     Intellectual Property.

3.   Forthwith upon execution of this Assignment, the Assignor shall cause to be
     transmitted to Aucxis the requisite  information and/or form to give effect
     to the foregoing  assignment,  including without limitation the transfer of
     any registrations or ownership interests.

4.   The Assignor does hereby waive, in favour of Aucxis,  any and all moral and
     other  rights the  Assignor  may have in or to the  Intellectual  Property,
     including  but not limited  to: the right to restrain or claim  damages for
     any  distortion,  mutilation  or  other  modification  of the  Intellectual
     Property;  the right to restrain use or  reproduction  of the  Intellectual



<PAGE>
                                       -2-

     Property in connection with any product, service, cause or institution; the
     right to the integrity of the  Intellectual  Property;  and the right to be
     associated by name with the Intellectual  Property,  or to remain anonymous
     in relation to the Intellectual Property.

5.   The Assignor  acknowledges  that, after this  assignment,  the Intellectual
     Property and all proprietary rights therein shall be the property of Aucxis
     and no license or other rights to the Intellectual  Property are granted to
     the Assignor or retained by Assignor.

6.   The Assignor  represents  and warrants that he or she has the right to make
     this   Assignment   and  Waiver  and  has  not  assigned  or  licensed  the
     Intellectual Property previously.

7.   This Assignment and Waiver shall be interpreted and construed in accordance
     with the laws of the  Province of Ontario  and the  federal  laws of Canada
     applicable  therein.  If any  provision  of this  Assignment  and Waiver is
     invalid,  unenforceable,  in conflict  with, or in violation of, the law of
     the  governing  jurisdiction  or  any  other  relevant  jurisdiction,  such
     provision shall be inoperative and the validity of the remaining provisions
     shall not be affected.

8.   The Assignor agrees to execute and deliver all further documents or do such
     things as may be required or deemed by Aucxis to be  advisable to give full
     effect to this Assignment and Waiver.

9.   This  Assignment  and Waiver  shall be  irrevocable  and shall enure to the
     benefit of and be binding upon myself and my successors and assigns.

Dated this                 day of August, 2001.



NAME OF EMPLOYEE: __________________________________



----------------------------------------                -----------------------
Signature of Witness:                                   [Signature of Employee]

Print name: ___________________________

Address: _____________________________




<PAGE>


                                  SCHEDULE "A"

                TECHNOLOGY IN WHICH INTELLECTUAL PROPERTY EXISTS


         i3 Adapter Technology - http, LDAP, DB

         i3 Router Converter Technology

         i3 Sandbox

         i3 Portal Framework







<PAGE>


                                 SCHEDULE A-3(e)

                          FORM OF TERMINATION AGREEMENT

                              TERMINATION AGREEMENT


     THIS AGREEMENT is made as of the 29th day of August, 2001.


     BETWEEN:

                     DAVID WILSON

                     (hereinafter referred to as "Wilson")

                                               - and -

                     DAVID DINGLE

                     (hereinafter referred to as "Dingle")

                                               - and -

                     AUCXIS CORP., a corporation incorporated
                     under the laws of the State of Nevada

                     (hereinafter referred to as "Aucxis")

     WHEREAS  Wilson and Dingle have each entered  into a  commission  agreement
(the  "Commission   Agreements")   with  Aucxis  relating  to  their  respective
entitlement to ten percent (10%) of the gross proceeds realized by Aucxis on the
sale of I-Three Inc. derived technology (which would include,  among others, the
Aucxis toolbox product) to non-Aucxis owned companies;

     NOW THEREFORE in  consideration of the premises and other good and valuable
consideration,  receipt and sufficiency of which is hereby  acknowledged by each
of the parties hereto:

     1.  Each of  Wilson,  Dingle  and  Aucxis  hereby  agree to  terminate  the
Commission Agreements,  such termination to take effect on the date first stated
above.

     2.  Each  of  Wilson,   Dingle  and  Aucxis   acknowledge  and  agree  that
notwithstanding  any  provision  contained in the  Commission  Agreements,  this
termination  will  mutually  release  the parties  from all  further  rights and
obligations contained therein, without limitation.

     3. Each of Wilson and Dingle  acknowledge  and agree that they are not owed
any  commissions  pursuant to their  respective  Commission  Agreements and that
following the


<PAGE>
                                        2

execution  of this  Termination  Agreement,  each of  Wilson  and  Dingle  shall
immediately cease to have any rights to commissions pursuant to their respective
Commission Agreements.

     4. This Termination  Agreement may be executed by the parties in any number
of separate counterparts each of which, when so executed and delivered, shall be
an original,  but all such  counterparts  shall together  constitute one and the
same instrument. This Termination Agreement may be executed by facsimile. Actual
executed copies of this  Termination  Agreement  shall be substituted  forthwith
after execution for the copies executed by facsimile.

     IN  WITNESS  WHEREOF  the  parties  have  each  executed  this  Termination
Agreement as of the date first written above.

                                           AUCXIS CORP.


                                           Per:
                                                 ----------------------------
                                           Name:
                                           Title:



-------------------------------            ------------------------------------
Witness                                    David Wilson



-------------------------------            ------------------------------------
Witness                                    David Dingle










<PAGE>


                                  SCHEDULE B-1

                      DESCRIPTION OF INTELLECTUAL PROPERTY



         i3 Adapter Technology - http, LDAP, DB

         i3 Router Converter Technology

         i3 Sandbox

         i3 Portal Framework





<PAGE>


                                 SCHEDULE B-2(b)

                   DESCRIPTION OF COLLATERAL MANAGEMENT MODULE



     The  Collateral   Management   Module   delivers  the  necessary  tools  to
distribute,   allocate  and  manage  a  buyers  financial   collateral  enabling
guaranteed  bids for  real-time  trade.  The  Collateral  Management  Module  is
designed to increase the purchasing power for buyers while guaranteeing  payment
for  sellers  within  online  marketplaces.  The  Module is a real  time  credit
reservation system that links 'digital  procurement tokens', in effect a digital
payment guarantee, to marketplace  transactions securing a reservation against a
financial instrument such as cash, lines of credit, bank guarantees,  letters of
credit and other forms of generally accepted credit including goodwill.





<PAGE>


                                  SCHEDULE B-3A

                     DESCRIPTION OF BOOMBOAT TOOLBOX PRODUCT

     BoomBoat  will  be  developing  an  enterprise  ready  real-time  messaging
platform  built  specifically  to allow  enterprises  to utilize their  existing
technology  through  integration  efforts  to create  real-time  solutions.  The
integration capability encompasses enterprise application  integration (eAi) and
business  to  business  integration  (B2Bi).  The  platform  is  made  up of the
following  components,  a  multi-cast  capable  message  based router (i3 Router
Converter Technology), a user interface for solution creation, a set of adapters
to databases and other applications to expose  functionality (i3 Adapters),  and
an  administration  console for  monitoring  (i3  Sandbox).  A portal  framework
component  to the platform is also  contemplated  (the i3 Portal  Builder)  that
effectively  acts as an amalgamator of information  from the multi-cast  message
router.

     This software platform will be targeted and sold to system integrators, end
user enterprise  customers,  infrastructure  providers (classified as middleware
and transport companies),  and to hardware providers.  The applicability will be
global in nature and non-industry specific.



<PAGE>


                                  SCHEDULE B-3B

                      DESCRIPTION OF AUCXIS TOOLBOX PRODUCT

         i3 Adapter Technology - http, LDAP, DB

         i3 Router Converter Technology

         i3 Sandbox

         i3 Portal Framework







<PAGE>



                                 SCHEDULE B-8(c)

                           FORM OF SERVICES AGREEMENT

     THIS SERVICES AGREEMENT (hereinafter referred to as "Agreement") sets forth
the terms and conditions of the Agreement between

     Aucxis  Corp.   (hereinafter  referred  to  as  the  "Client")  having  its
     registered office at 220 King Street, Suite 200, Toronto, Ontario M5H 1K4

                                      -AND-

     BoomBoat  Inc.  (hereinafter  referred to as the  "Contractor")  having its
     registered office at 220 King Street, Suite 300, Toronto, Ontario M5H 1K4

     The Contractor and the Client agree as follows:

THE SERVICES

The  following  outlines  the  nature of the  services  to be  performed  by the
Contractor:

The Contractor  will, as part of this  Agreement,  provide the services of David
Dingle, Danny Pirvuti and Viorel Stolea (collectively "Key Personnel") as needed
by the  Client.  The Client and  Contractor  agree  that the Key  Personnel  are
critical  to the  ongoing  services  to be  provided  by the  Contractor.  It is
expected  that the Client  will  require  25% of time of the Key  Personnel.  An
operations  agreement and  personnel  forecast will be completed by both parties
within 60 days of signing of this agreement.

Should the Client make a written  request (by email or letter) of the Contractor
for work to be done,  and should the  Contractor  not respond within 24 hours of
the request, then the Contactor shall pay to the client the sum of $1,500.00 per
day until the  response is  completed.  (Unless  otherwise  noted,  all currency
references will be in Canadian dollars.)

LOCATION OF WORK

The services  will be performed at the address of the Client as set out above or
at any other  location as mutually  agreed to by the Client and the  Contractor.
Due to the nature of the consulting services being provided, these services will
be performed by the Contractor  during the Client's usual business hours,  which
are 8 a.m. to 6 p.m., Monday to Friday.

QUALITY OF SERVICES

The Contractor's  services will be reviewed  periodically against the objectives
as mutually  agreed upon. New objectives may be established  and assigned by the
Client periodically throughout the term of this Agreement.



<PAGE>
                                        2


CLIENT

The  representative of the Client will be the President or such other persons as
may be designated to the Contractor by the Client.

INDEPENDENT CONTRACTOR

The Contractor, in providing the services, will be an independent contractor and
neither  the  Contractor  nor  its  employees,   agents  or  subcontractors  are
employees, agents or subcontractors of the Client.  Furthermore,  this Agreement
shall  not be  deemed to  constitute  any  partnership,  joint  venture,  master
servant, employer employee, principal agent or any other relationship apart from
an independent contractor status providing an independent service to the Client.
The  Contractor  is  responsible  for all claims and  payments  and filings with
respect to income tax, Canada or Quebec Pension payments, Unemployment Insurance
payments and Worker's Compensation payments as well as the cost of any health or
other benefits it may wish to secure for itself or its employees.

FEES

The  Contractor  will  present  to the Client  each  month,  an invoice  for the
services provided, together with a summary in respect of the hours worked by the
Contractor  during such period and such other  documentation  in support of such
invoice as the Client may reasonably request.

     The Hourly rate for services will be as follows:

     Year 1 - Salary and benefits + $15/hour for Overhead
     Year 2 - 1.5 x Salary and benefits +$15/hour for Overhead

     For greater clarity, the hourly rate for year one will be:

     NAME                SALARY AND         OVERHEAD        HOURLY RATE
                         BENEFITS
     David Dingle               $76.92        $15.00             $91.92
     Danny Pirvuti              $49.56        $15.00             $64.56
     Viorel Stolea              $41.87        $15.00             $56.87

     For greater clarity, the hourly rate for year two will be:

     NAME                SALARY AND         OVERHEAD        HOURLY RATE
                         BENEFITS
     David Dingle               $76.92        $15.00            $130.38
     Danny Pirvuti              $49.56        $15.00             $89.34
     Viorel Stolea              $41.87        $15.00             $77.81


<PAGE>
                                        3

Work within a week beyond 40 billable hours will not be invoiced.  Invoices will
state  separately the amount of such tax payable by the Client.  The Client will
pay all invoices within 30 days of receipt of the invoice.

INDEMNITY

The  Contractor  will  indemnify  and hold harmless the Client,  its  directors,
officers,  employees,  successors and assigns from and against any and all taxes
which  may be  imposed  and  any  and  all  liabilities  and  losses  (including
judgments,  penalties,  interest,  damages, costs and expenses,  including legal
expenses)  which may be occasioned  by any breach or claim by the  Contractor of
any  representation,  warranty,  or other provision of this Agreement or arising
out of failure by the Client to deduct and withhold from any payments made by it
to the Contractor hereunder any amounts required or permitted to be deducted and
withheld  pursuant to any  applicable  laws.  The Client shall have the right to
offset any amounts  owing to it by the  Contractor  pursuant  to this  indemnity
against  any  amounts  owing by the Client to the  Contractor  pursuant  to this
Agreement to the extent permitted by law.

AUTHORIZED EXPENSES

The  Contractor  will  normally  be  responsible  for all  expenses  incurred in
connection  with the provision of services  under the  Agreement.  However,  the
Client will reimburse the Contractor for reasonable travel and/or  out-of-pocket
expenses  authorized  by the  Client and  incurred  by the  Contractor  directly
resulting from the provision of the services.

LIMITATION ON THE CONTRACTOR

The  Contractor  shall have no  authority  to enter into,  incur,  make  change,
enlarge  or  modify  any  contract,   liability,   or   agreement,   obligation,
representations,  guarantee,  warranty or  commitment on behalf of the Client or
its affiliated  companies unless expressly requested to do so in writing by duly
authorized  representatives  of  the  Client  in  the  performance  of  services
contemplated under this Agreement.

ADHERENCE TO CLIENT'S PROFESSIONAL OBLIGATIONS

The  Contractor  agrees  to abide  by the  Client's  policies  with  respect  to
confidential information,  independence, and software use. A separate Contractor
Confidentiality  Agreement  will be in  effect  during  this  contract  and will
survive this contract as detailed in that separate agreement.

This Agreement does not restrict the Contractor from providing  similar services
to  other   entities,   however,   the  Contractor   shall  not  engage  in  any
consultations,  agency or employment  for any person,  partnership  or corporate
entity other than the Client which would result in a conflict of interest during
the term of this Agreement  without the written  authorization and permission of
the Client.



<PAGE>
                                        4


TERMINATION OF AGREEMENT

This Agreement may be terminated at any time during the contract  period for any
reason upon 30 days written notice by either the Contractor or Client.

The  Contractor,  upon  request  by the Client or upon the  termination  of this
contract,  will  immediately  return to the Client  any and all Client  property
including  equipment and  information  provided to the  Contractor by the Client
during the contract term.

CHANGES

Any changes to the terms  contained in this Agreement will only be made by means
of an agreement in writing signed by the Client and the Contractor.

This Agreement  will be governed by the laws of Ontario.  The Contractor and the
Client have executed this Agreement.

                                                BoomBoat Inc.



  Dated: ____________________                   By:__________________
                                                Name:
                                                Title:


  Accepted and acknowledged Aucxis Corp. on the same date.

  Aucxis Corp.


  By: _________________________________
  Name:
  Title








<PAGE>


<TABLE>
<CAPTION>
                                                             SCHEDULE C-1

                                                          LIST OF EQUIPMENT



USER NAME               COMPUTER            MHZ           (MB)   GB)      MODEL       NEW            VALUE

<S>                     <C>                 <C>           <C>     <C>      <C>      <C>        <C>
Viorel S.               Dell Dimension      PIII-860      256     19                $1,729     550%        $864.50
                        4100
Adrian I.               Dell Dimension      PIII-800      256     9                 $1,729     550%        $864.50
                        4100
Jeff Turner             Power Mac           PIII-500      256     10                $5,000     650%      $3,250.00
Jeff Cutbush            (laptop) Toshiba    PIII-450      256     11.2     n/a      $1,249     550%        $624.50
                        Satellite Pro 4200
Christian V.            Dell Dimension      PIII-500      256     6        n/a      $1,249     550%        $624.50
                        XPS T500
Sasha B.                (laptop) Toshiba    PIII-450      256     6        n/a      $1,249     550%        $624.50
                        Satellite Pro 4200
PCI Development         Dell Dimension      PIII-500      256     13       n/a      $1,249     550%        $624.50
                        XPS T500
Admin/fax               Dell Dimension      PIII-500      256     13       n/a      $1,249     550%        $624.50
                        XPS T500
Richard C.              Dell Dimension      PIII-500      256     19       n/a      $1,249     550%        $624.50
                        XPS T500
Dani P.                 Dell Dimension      PIII-1000     256     19                $1,729     550%        $864.50
                        4100
Dani P.                 (laptop) Toshiba    PIII-450      256     6        n/a      $1,249     550%        $624.50
                        Satellite Pro 4200
Victor Scaletchi        Dell Inspiron 3500  PIII-333      256     6        n/a      $2,500     550%      $1,250.00
Dave D.                 (laptop) Dell       PIII-700      256     10                $5,000     665%      $3,250.00
                        Inspiron 4000
Dave W.                 (laptop) Dell       PIII-633      256     11       n/a      $5,000     665%      $3,250.00
                        Inspiron 5000
                                                                                                   $17,965.00(plus
                                                                                                       taxes)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

QUANTITY        DESCRIPTION    SPEED                                        REPLACEMENT                     CURRENT VALUE ($)

<S>                 <C>         <C>         <C>                                      <C>            <C>               <C>
1               Sun 5s          360         512     GB      Admin                    4000           50%               2,000.00
1               Sun 5s          360         512     GB      Oracle                   4000           50%               2,000.00
1               Netra X1        400         512     GB                               2995           50%                1497.50
1               Netra X1        400         512     GB                               2995           50%                1497.50
1               Netra X1        400         512     GB                               2995           50%                1497.50
1               Netra X1        400         512     GB                               2995           50%                1497.50
1               Netra X1        400         512     GB                               2995           50%                1497.50
1               Netra X1        400         512     GB                               2995           50%                1497.50
1               Dell 2450       500         512             n/a                      2500           50%               1,250.00
1               RAID                                6GB                              5079           50%                2539.50
1               Dell L400       C 400       128     GB      Firewall                  900           50%                 250.00
1               Dell L400       C 400       128     GB      DHCP/DNS                  900           50%                 250.00
1               Dell XPS        PII-500     256     GB      RVRD/LDAP                 700           50%                 500.00
1               Sun clone                                   mail                                    50%                 500.00
1               Nortel Switch                                                        1900           50%                 950.00
1               Nortel Switch                                                        1900           50%                 950.00
1               APCC UPS                                                             1450           50%                 725.00
                                                                                                                    $20,899.50
                                                                                                                  (plus taxes)



</TABLE>



<PAGE>


                                  SCHEDULE C-4

                                LIST OF FURNITURE



<TABLE>
<CAPTION>

ITEM                  DESCRIPTION           QUANTITY      INVOICE AMOUNT   DISCOUNT      DISCOUNTED
                                                                           FACTOR        AMOUNT
<S>                   <C>                   <C>           <C>              <C>           <C>
Desk                  L-Shaped ($800/ea)    7             $5,600.00        50%           $2,800
Desk                  Rectangular           6             $3,000.00        50%           $1,500
                      ($500/ea)
Chair                 Casters ($306.18/ea)  15            $4,592.70        50%           $2,296.35
Chair                 Guest ($180.59/ea     4             $722.36          50%           $361.18
File Cabinets         ($177.12)             11            $1,948.32        50%           $974.16
                                                          ----------------------------------------------
                      Total Cost (excluding taxes)        $15,863.38                     $7,931.69
                                                          ----------------------------------------------
                                                  GST 7%  $1,110.44                      $555.22
                                                                                         ---------------
                                            TOTAL                                        $8,486.91
</TABLE>