------------------------------------------------------------------------------
                            ASSET PURCHASE AGREEMENT
------------------------------------------------------------------------------



                                      AMONG

                               INFORM ONLINE INC.

                                       AND

                               GAMEWEAVER.COM INC.

                                       AND

                                ROBERT KLEMENCHUK





<PAGE>



                                TABLE OF CONTENTS

1.    Purchase and Sale of Assets............................................2

      1.1   Description of Assets............................................2
      1.2   Exclusions.......................................................3

2.    Purchase Price and Allocation..........................................3


3.    Payment of the Purchase Price..........................................3


4.    Non-assumption of Indebtedness.........................................3


5.    Representations and Warranties of the Vendor...........................3

      5.1   Capacity to Sell.................................................4
      5.2   Authority to Sell................................................4
      5.3   Sale Will Not Cause Default......................................4
      5.4   Assets...........................................................4
      5.5   Books and Records................................................4
      5.6   Financial Statements.............................................5
      5.7   Material Change..................................................5
      5.8   Litigation.......................................................5
      5.9   Conformity With Laws.............................................5
      5.10  Forward Commitments..............................................6
      5.11  Terms of Employment..............................................6
      5.12  Material Contracts...............................................6
      5.13  No Defaults......................................................7
      5.14  Accuracy of Representations......................................7
      5.15  Canadian Resident................................................7
      5.16  Compliance with Laws.............................................7

6.    Covenants of the Vendor................................................7

      6.1   Determination of Net Book Values.................................7
      6.2   Conduct of Business..............................................7
      6.3   Change of Name...................................................8
      6.4   Access by Purchaser..............................................8
      6.5   Insurance........................................................8
      6.6   Procure Consents.................................................8
      6.7   Covenant of Indemnity............................................8
      6.8   Termination of Employees.........................................9

7.    Representations and Warranties of the Purchaser........................9

      7.1   Status of Purchaser..............................................9
      7.2   Authority to Purchase............................................9

8.    Covenants of the Purchaser.............................................9

      8.1   Creation of Separate Division....................................9
      8.2   Financing........................................................9
      8.3   Offer Employment................................................10

<PAGE>


      8.4   Social Services Tax, Goods and Services Tax and the
            Income Tax Act .................................................10
      8.5   Application of the Investment Canada Act........................10
      8.6   Consents........................................................10

9.    Survival of Representations, Warranties and Covenants.................10

      9.1   Vendor's Representations, Warranties and Covenants..............10
      9.2   Limitation on Vendor's Indemnity................................11
      9.3   Purchaser's Representations, Warranties and Covenants...........11

10.   Conditions Precedent to the Obligations of the Purchaser..............11

      10.1  Vendor's Representations and Warranties.........................11
      10.2  Vendor's Covenants..............................................11
      10.3  Vendor's Certificate............................................11
      10.4  Consents........................................................11

11.   Conditions Precedent to the Obligations of the Vendor.................12

      11.1  Purchaser's Representations and Warranties......................12
      11.2  Purchaser's Covenants...........................................12
      11.3  Consents of Third Parties.......................................12

12.   Closing...............................................................12

      12.1  Time of Closing.................................................12
      12.2  Place of Closing................................................12
      12.3  Documents to be Delivered by the Vendor.........................12
      12.4  Documents to be Delivered by the Purchaser......................13

13.   Post Closing Covenants................................................14

      13.1  Unwinding Transaction...........................................14
      13.2  Bonus...........................................................14

14.   Risk Of Loss..........................................................15


15.   Further Assurances....................................................15


16.   Set-Off...............................................................15


17.   Notice................................................................15


18.   Entire Agreement......................................................15


19.   Time of the Essence...................................................15


20.   Applicable Law........................................................15


21.   Successors and Assigns................................................16


22.   Headings..............................................................16






<PAGE>





THIS AGREEMENT is made the 26th day of November, 2001

BETWEEN:

            Inform  Online Inc., a company  incorporated  pursuant
            to  the  laws  of  British  Columbia  and  having  its
            business    address   at   901-560   Cardero   Street,
            Vancouver, British Columbia

                                                                (the "Vendor")

AND:

            Gameweaver.com Inc., a company  incorporated  pursuant
            to the laws of the  State of  Nevada  and  having  its
            address for business at Suite 100,  2980 South Rainbow
            Boulevard, Las Vegas, Nevada, USA, 89146

                                                             (the "Purchaser")

AND:

            Robert   Klemenchuk,   of  901-560   Cardero   Street,
            Vancouver, British Columbia

                                                            (the "Covenantor")

BACKGROUND

A.    The Vendor carries on the business of supplying online media content for
advertising and other purposes (the "Vendor's Business").

B.   The Vendor has agreed to sell, and the Purchaser has agreed to purchase,
all the property,  assets and undertaking of the Vendor's  Business,  as a going
concern, on the terms and subject to the conditions provided in this Agreement.

C.    The Covenantor is the sole  shareholder of the Vendor,  and has become a
party to this  Agreement  for the  purpose  of  covenanting  with the  Vendor to
indemnify the Purchaser in the manner provided in this Agreement.

TERMS OF AGREEMENT

In consideration of the premises and the covenants, agreements, representations,
warranties and payments contained in this Agreement, the parties agree with the
others as follows:


<PAGE>

1.    Purchase and Sale of Assets

1.1   Description of Assets

Upon the terms and subject to the conditions of this Agreement, the Vendor
agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees
to purchase from the Vendor, as a going concern at closing, the undertaking and
all the property and assets of the Vendor's Business of every kind and
description wherever situate (except as provided in section 1.2), including,
without limiting the foregoing:

(a)         the leases, leasehold property, interests in the leasehold property
            and the improvements, appurtenances and fixtures on the leasehold
            property (the "Leasehold Property") described in the Schedule of
            Leasehold Property;

(b)         the machinery and equipment,  (the "Machinery and Equipment")
            described in the Schedule of Machinery and Equipment;

(c)         all inventories (the "Inventories");

(d)         the accounts receivable and other debts owing to the Vendor in
            connection with the Vendor's Business, and the full benefit of all
            securities for cash accounts, notes or debts (the "Receivables");

(e)         the benefit of all unfilled orders received by the Vendor in
            connection with the Vendor's Business, and all other contracts,
            engagements or commitments, whether written or oral, to which the
            Vendor is entitled in connection with the Vendor's Business, and in
            particular all right, title and interest of the Vendor in, to and
            under the material agreements and contracts (the "Material
            Contracts") described in the Schedule of Material Contracts;

(f)         all right and interest of the Vendor to all registered and
            unregistered trademarks, trade or brand names, copyrights, designs,
            restrictive covenants and other industrial or intellectual property
            used in connection with the Vendor's Business (the "Intangible
            Property"), including, without limitation, the intangible property
            described in the Schedule of Intangible Property;

(g)         the prepaid expenses (the "Prepaids"); and

(h)         the goodwill of the Vendor's Business and the right of the Purchaser
            to represent itself as carrying on the Vendor's Business in
            continuation of and in succession to the Vendor and the right to use
            the name "Inform Online Inc." or any variation thereof as part of or
            in connection with the Vendor's Business (the "Goodwill");

all of which are collectively called the "Assets".


<PAGE>

1.2   Exclusions

There are no exclusions  and cash on hand or on deposit shall be  specifically
included in the Assets.

2.    Purchase Price and Allocation

The purchase price payable by the Purchaser to the Vendor for the Assets (the
"Purchase Price") will be the issuance of 1,000,000 common shares from the
treasury of the Purchaser (the "Shares") and will be allocated to the Intangible
Property, the Material Contracts, to the Goodwill and any other of the Assets
purchased under this Agreement, in an amount determined by the Vendor.

3.    Payment of the Purchase Price

The  purchase  price shall be paid and  satisfied  by the issuance of the Shares
from the treasury of the Purchaser at closing. Certificates for the Shares shall
be registered in the name of the Vendor or his nominee and delivered at closing.
The certificates for the Shares are being issued pursuant to Regulation S of the
United  States  Securities  Act of 1933 and will  therefore  bear a  restrictive
legend and be subject to restrictions on resale. The restrictive legend shall be
in  substantially  the  form  as  follows  "THE  SECURITIES  EVIDENCED  BY  THIS
CERTIFICATE HAVE NOT BEEN REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF
1933, AS AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES LAW. NO INTEREST THEREIN
MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR
DISPOSED OF WITHOUT (A) AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT AND
APPLICABLE  UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR
(B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE  LEGAL OPINION STATING THAT SUCH
TRANSACTION  IS  EXEMPT  FROM  REGISTRATION,  OR (C) THE  CORPORATION  OTHERWISE
SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. NEITHER THE
OFFERING OF SUCH  SECURITIES  NOR ANY RELATED  MATERIALS  HAVE BEEN  REVIEWED OR
APPROVED BY ANY U.S. FEDERAL OR STATE REGULATORY  AUTHORITY.  ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE."

4. Non-assumption of Indebtedness

After closing the Purchaser shall not be liable to pay any liabilities or
indebtedness of the Vendor, which liabilities shall expressly be the obligation
of the Vendor.

5.    Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser as follows, with the intent
that the Purchaser will rely on these representations and warranties in entering
into this Agreement, and in concluding the purchase and sale contemplated by
this Agreement.


<PAGE>

5.1   Capacity to Sell

The Vendor is a corporation duly incorporated, validly existing and in good
standing under the British Columbia Company Act with respect to the filing of
annual reports, and has the power and capacity to own and dispose of the Assets
and to carry on the Vendor's Business as now being conducted by it, and to enter
into this Agreement and carry out its terms to the full extent.

5.2 Authority to Sell

The  execution  and  delivery  of  this  Agreement  and  the  completion  of the
transaction contemplated by this Agreement have been duly and validly authorized
by all necessary corporate action on the part of the Vendor, including a special
resolution of the sole  shareholder of the Vendor  consenting to the sale of all
or substantially all of the assets of the Vendor, and this Agreement constitutes
a legal,  valid and binding  obligation  of the Vendor  enforceable  against the
Vendor in accordance with its terms. 5.3 Sale Will Not Cause Default

Neither the  execution and delivery of this  Agreement  nor the  completion of
the purchase and sale contemplated by this Agreement will:

(a)      violate any of the terms and  provisions of the memorandum or articles
         of the Vendor,  or any order,  decree,  statute,  by-law,  regulation,
         covenant or restriction applicable to the Vendor or any of the Assets;

(b)         give any person the right to terminate, cancel or remove any of the
            Assets, except to the extent that the consents of other parties are
            required for the transfer of any leases described in the Leasehold
            Property or the Material Contracts; or

(c)         result in any fees, duties, taxes, assessments or other amounts
            relating to any of the Assets becoming due or payable other than
            British Columbia Social Service Tax and Excise Tax payable by the
            Purchaser in connection with the purchase and sale.

5.4   Assets

The Vendor owns and possesses and has a good marketable title to the Assets free
and clear of all mortgages, liens, charges, pledges, security interest,
encumbrances and other claims, and the assets are in good working order as of
the date hereof.

5.5   Books and Records

The books and records of the Vendor fairly and correctly set out and disclose in
all  material  respects,   in  accordance  with  generally  accepted  accounting
principles  in Canada,  the  financial  position of the Vendor and all  material
financial  transactions  of the  Vendor  relating  to  the  Business  have  been
accurately recorded in those books and records.


<PAGE>

5.6 Financial Statements

The Activity History of the Vendor appended hereto, is a true and accurate
representation of the activity of the Vendor since 1998. Any financial
statements prepared by the Vendor (the "Statements") have been prepared in
accordance with generally accepted accounting principles in Canada applied on a
basis consistent with those of previous fiscal years and present fairly and
correctly the assets, liabilities (whether accrued, absolute, contingent or
otherwise) and the financial condition of the Vendor as of the date of the
balance sheet included in the Statements, and the sales and earnings of the
operations of the Vendor during the period covered by the Statements. 5.7
Material Change

Since the date of any balance sheet included in the  Statements  there has not
been:

(a)         any change in the financial condition of the Vendor's Business, its
            liabilities  or the  Assets  other than  changes  in the  ordinary
            course of business, none of which has been materially adverse;

(b)         any damage, destruction, loss or other event (whether or not covered
            by insurance) materially and adversely affecting the Assets or the
            Vendor's Business;

(c)         any material increase in the compensation payable or to become
            payable by the Vendor to any of its officers, employees or agents or
            any bonus, payment or arrangement made to or with any of them,
            except increases agreed to in writing by the Purchaser.

5.8   Litigation

There is no litigation or administrative or governmental proceeding or inquiry
pending, or to the knowledge of the Vendor, threatened against or relating to
the Vendor, the Vendor's Business or any of the Assets, nor does the Vendor know
of any reasonable basis for any such action, proceeding or inquiry.

5.9   Conformity With Laws

All  governmental  licences and permits required for the conduct in the ordinary
course of the  operations  of the  Vendor's  Business  and the uses to which the
Assets  have been put,  have been  obtained  and are in good  standing  and such
conduct  and uses are not in  breach  of any  order,  decree,  statute,  by-law,
regulation,  covenant,  restriction,  plan or permit, including those regulating
the discharge of materials into the environment  and the storage,  treatment and
disposal of waste or otherwise relating to the protection of the environment and
the health and safety of  persons.  For greater  certainty,  the Assets have not
been  used in a  manner  which  does  or will  give  rise to any  obligation  of
restoration  or removal or any liability for the costs of restoration or removal
or for the  payment of damages to any third  party.  The Vendor does not own any

<PAGE>


land,  and any  premises  occupied by the Vendor do not contain any  underground
storage  tanks,  toxic  chemicals,  hazardous  materials,  waste or  noxious  or
dangerous  substances  which are  designated  toxic or hazardous  substances  in
applicable  federal,  provincial  or  municipal  laws,  by-laws and  regulations
relating to environmental matters, including asbestos, polychlorinated biphenyls
(PCBs) urea  formaldehyde,  radon gas or  radioactive  decay  products of radon,
whether or not they are so designated.

5.10 Forward Commitments

All outstanding forward commitments by or on behalf of the Vendor for the
purchase or sale of the Inventories have been made in accordance with
established price lists of the Vendor or its suppliers, or if otherwise, then in
accordance with the Vendor's normal business custom in varying those established
price lists.

5.11  Terms of Employment

The Vendor is not a party to any collective agreement relating to the Vendor's
Business with any labour union or other association of employees, and no part of
the Vendor's Business has been certified as a unit appropriate for collective
bargaining. The Vendor's Business has employees and group employee termination
legislation would not apply to a termination of all employees at one time.
Additionally, every employee may be dismissed on one year's notice or less,
without further liability.

5.12  Material Contracts

The Schedule of Material Contracts contains a true and correct listing of each
written or oral contract of the following types to be acquired or assumed by the
Purchaser:

(a)   contracts or commitments out of the ordinary course of business;

(b)   contracts  or  commitments   involving  an  obligation  to  pay  in  the
      aggregate $1,000 or more or of a duration greater than one year;

(c)   contracts or  commitments  affecting  ownership  of, or title to, or any
      interest in real estate or in personal property;

(d)   contracts or commitments in respect of the Intangible Property;

(e)   except as required by statute or regulation, contracts or commitments
      in respect of bonuses, incentive compensation, pensions, group
      insurance or employee welfare plans, all of which are fully funded
      as determined by an independent and reputable firm of actuaries
      employed by the Vendor;

(f)   employment contracts or commitments other than unwritten employment
      contracts of indefinite duration entered into in the ordinary course
      of the Vendor's Business.


<PAGE>

5.13  No Defaults

Except as otherwise expressly disclosed in this Agreement or in any Schedule to
this Agreement there has not been any default in any obligation to be performed
under any Material Contract, each of which is in good standing and in full force
and effect, unamended, except as set forth in the Schedule of Material
Contracts.

5.14  Accuracy of Representations

No certificate furnished by or on behalf of the Vendor to the Purchaser at
closing in respect of the representations, warranties or covenants of the Vendor
will contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained in the certificate not
misleading.

5.15  Canadian Resident

The Vendor is not a non-resident of Canada within the meaning of the Income Tax
Act.

5.16  Compliance with Laws

The Vendor agrees that he will not offer, sell or otherwise transfer, pledge or
hypothecate any of the Shares or any shares issued in accordance with section
13.2 other than pursuant to an effective Registration Statement under the
Securities Act of 1933 (United States), as amended, directly or indirectly
unless: (a) the sale is to the Purchaser; or, (b) the sale is made pursuant to
the exemption from registration under the Securities Act of 1933 (United States)
provided by Rule 144 thereunder; or the Shares are sold in a transaction that
does not require registration under the Securities Act of 1933 (United States)
or any applicable United States state laws and regulations governing the offer
and sale of securities, and the Vendor has furnished to the Purchaser an opinion
of counsel to that effect or such other written documentation as may be
reasonably required by the Purchaser.

6.    Covenants of the Vendor

6.1   Determination of Net Book Values

The Vendor shall determine as of the day immediately preceding closing, the net
book value of the Receivables, Inventories and Prepaids in accordance with the
accounting principles set forth in the Schedule of Accounting Principles, and
furnish to each of the Vendor and Purchaser a certificate of such determination
in the form described in that Schedule.

6.2 Conduct of Business

Until closing, the Vendor shall conduct the Vendor's Business diligently and
only in the ordinary course and will use its best efforts to preserve the Assets
intact and in good working order, to keep available to the Purchaser its present
employees and to preserve for the Purchaser its relationship with its suppliers,
customers and others having business relations with it.


<PAGE>

6.3 Change of Name

The Vendor shall, within 10 days after closing, change its name to a name that
does not include any of the words "Inform Online".

6.4 Access by Purchaser

The Vendor shall give to the Purchaser and Purchaser's counsel, accountants and
other representatives full access, during normal business hours throughout the
period prior to closing, to all of the properties, books, contracts, commitments
and records of the Vendor relating to the Vendor's Business and the Assets, and
shall furnish to the Purchaser during that period all such information as the
Purchaser may reasonably request.

6.5 Insurance

From the date of this Agreement until closing, the Vendor shall maintain in full
force and effect the policies of insurance more particularly described in the
Schedule of Insurance in respect of the Assets and shall forthwith cause the
Purchaser to be added as a named insured under all such policies and to remain
as a named insured until closing.

6.6   Procure Consents

The Vendor shall diligently take all reasonable steps required to obtain, before
closing, all consents to the assignments of the Leasehold Properties, the
Material Contracts and any other of the Assets for which a consent is required.

6.7   Covenant of Indemnity

The Vendor and the Covenantor  shall jointly and severally  indemnify and hold
harmless the Purchaser from and against:

(a)   any  and all  liabilities,  whether  accrued,  absolute,  contingent  or
      otherwise,  existing  at  closing  and which are not  agreed to be
      assumed by the Purchaser under this Agreement;

(b)   any and all damage or deficiencies resulting from any
      misrepresentation, breach of warranty or non-fulfilment of any
      covenant on the part of the Vendor under this Agreement or from any
      misrepresentation in or omission from any certificate or other
      instrument furnished or to be furnished to the Purchaser under this
      Agreement; and

(c)   any and all claims, actions, suits, demands, costs and legal and
      other expenses incident to any of the foregoing.


<PAGE>

6.8   Termination of Employees

At closing the Vendor shall terminate the employment of all employees to whom
the Purchaser has made an offer of employment under section 8.3, and the Vendor
shall indemnify and save harmless the Purchaser from and against all claims by
any employee of the Vendor for wages, salaries, bonuses, pension or other
benefits, severance pay, notice or pay in lieu of notice and holiday pay in
respect of any period before closing.

7.    Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor as follows, with the intent
that the Vendor will rely on these representations and warranties in entering
into this Agreement, and in concluding the purchase and sale contemplated by
this Agreement.

7.1   Status of Purchaser

The Purchaser is a corporation duly incorporated, validly existing and in good
standing under the Corporations Act of the State of Nevada, United States of
America, with respect to the filing of annual returns, and has the power and
capacity to enter into this Agreement and carry out its terms.

7.2 Authority to Purchase

The  execution  and  delivery  of  this  Agreement  and  the  completion  of the
transaction contemplated by this Agreement have been duly and validly authorized
by all  necessary  corporate  action  on the  part of the  Purchaser,  and  this
Agreement  constitutes  a legal,  valid and binding  obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms except as limited
by laws of general application  affecting the rights of creditors.

8. Covenants of the Purchaser

8.1 Creation of Separate Division

After closing of the transaction, the Purchaser shall create a separate division
or entity ("NewInform") and shall place the Assets, employees and management of
the Vendor in NewInform. Notwithstanding that the financial statements of New
Inform shall be consolidated with the financial statements of the Purchaser, the
accounting and financial books and records of NewInform shall be kept separate
from those of the Purchaser and a separate set of financial statements shall be
prepared for NewInform.

8.2   Financing

The purchaser will use best efforts to provide initial financing of $500,000
Cdn, by February 28, 2002, to allow NewInform the ability to persue an agreement
with a major client such as an elevator company to supply dynamic realtime media
content and source out other components to the agreement such as the hardware
requirements for the major client such as elevator company's `in -cab"
television screens, in China and North America. The purchaser will also provide
best efforts financing of $500,000 Cdn within year one. 8.3 Offer Employment

The Purchaser covenants with the Vendor to offer employment at closing on terms
and conditions then in effect to such employees of the Vendor then employed in
connection with the Vendor's Business, as agreed in writing at closing between
the Vendor and Purchaser.


<PAGE>

8.4   Social Services Tax, Goods and Services Tax and the Income Tax Act

The Purchaser  will be liable for and shall pay all  provincial  sales taxes and
registration  charges and transfer fees properly  payable upon and in connection
with the sale and  transfer  of the  Assets by the Vendor to the  Purchaser.  At
closing,  each of the Purchaser and the Vendor shall make the elections provided
for by s.  167  of  the  Excise  Tax  Act  and s.  22 of  the  Income  Tax  Act,
respectively,  in the forms  attached as the  Schedule of GST  Election  and the
Schedule of Accounts  Receivable  Election.

8.5  Application  of the Investment Canada Act

The Purchaser shall forthwith prepare and file with the Director of Investments
under the Investment Canada Act all necessary notices (if any) and applications
to obtain approval for the purchase of the Assets.

8.6 Consents

The Purchaser shall at the request of the Vendor execute and deliver such
applications for consent and such assumption agreements, and provide such
information as may be necessary to obtain the consents referred to in section
6.6 and will assist and co-operate with the Vendor in obtaining the consents.

9.    Survival of Representations, Warranties and Covenants

9.1   Vendor's Representations, Warranties and Covenants

All statements contained in any certificate or other instrument delivered by or
on behalf of the Vendor under this Agreement or in connection with the
transaction contemplated by this Agreement shall be deemed to be representations
and warranties by the Vendor. All representations, warranties, covenants and
agreements made by the Vendor in this Agreement or under this Agreement shall,
unless otherwise expressly stated, survive closing and any investigation at any
time made by or on behalf of the Purchaser, subject to section 9.2, and shall
continue in full force and effect for the benefit of the Purchaser.


<PAGE>

9.2   Limitation on Vendor's Indemnity

No claim by the Purchaser under the covenant of indemnity contained in section
6.7 or for damages or other relief in respect of misrepresentation or breach of
warranty, covenant or agreement by the Vendor under this Agreement will be valid
unless:

(a)   written  notice of the  claim is given by the  Purchaser  to the  Vendor
      before the expiration of 30 months after closing; and

(b)   the aggregate amount of all such claims exceeds $5,000.

9.3   Purchaser's Representations, Warranties and Covenants

All representations, warranties, covenants and agreements made by the Purchaser
in this Agreement or under this Agreement shall, unless otherwise expressly
stated, survive closing and any investigation at any time made by or on behalf
of the Vendor, and shall continue in full force and effect for the benefit of
the Vendor.

10.   Conditions Precedent to the Obligations of the Purchaser

All  obligations  of the  Purchaser  under this  Agreement  are subject to the
fulfilment at or before closing of the following conditions:

10.1  Vendor's Representations and Warranties

The Vendor's representations and warranties contained in this Agreement and in
any certificate or document delivered under this Agreement or in connection with
the transactions contemplated by this Agreement will be true at and as of
closing as if such representations and warranties were made at and as of such
time.

10.2  Vendor's Covenants

The Vendor will have performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by it
before or at closing.

10.3  Vendor's Certificate

The Vendor will have delivered to the Purchaser a certificate of the President
and Secretary of the Vendor, dated the time of closing, certifying in such
detail as the Purchaser may specify to the fulfilment of the conditions set
forth in sections 10.1 and 10.2.

10.4  Consents

The Purchaser will have received duly executed copies of the consents or
approvals referred to in section 6.6.



<PAGE>

The foregoing conditions are for the exclusive benefit of the Purchaser and any
such condition may be waived in whole or in part by the Purchaser at or before
closing by delivering to the Vendor a written waiver to that effect signed by
the Purchaser.

11.   Conditions Precedent to the Obligations of the Vendor

All  objections  of  the  Vendor  under  this  Agreement  are  subject  to the
fulfilment, before or at closing, of the following conditions:

11.1  Purchaser's Representations and Warranties

The Purchaser's representations and warranties contained in this Agreement will
be true at and as of closing as though such representations and warranties were
made as of such time.

11.2  Purchaser's Covenants

The Purchaser will have performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed or complied with by it
at or before closing.

11.3  Consents of Third Parties

All consents or approvals required to be obtained by the Vendor for the purpose
of selling, assigning or transferring the Assets will have been obtained,
provided that this condition may only be relied upon by the Vendor if the Vendor
has diligently exercised its best efforts to procure all such consents or
approvals and the Purchaser has not waived the need for all such consents or
approvals.

Each of the foregoing conditions is for the exclusive benefit of the Vendor and
any such condition may be waived in whole or part by the Vendor at or before
closing by delivering to the Purchaser a written waiver to that effect signed by
the Vendor.

12.   Closing

12.1  Time of Closing

Subject to the terms and conditions of this Agreement, the purchase and sale of
the Assets will be completed at a closing to be held at 11:00 a.m., local time
in Vancouver, on November 30, 2001 or at such other time and date agreed upon in
writing between the parties (the "Time Of Closing").

12.2 Place of Closing

The  closing  will take place at the offices of the  Purchaser  at the address
noted above.

12.3  Documents to be Delivered by the Vendor

At the  closing  the  Vendor  will  deliver  or cause to be  delivered  to the
Purchaser:


<PAGE>

     (a)  all deeds of conveyance,  bills of sale, transfer and assignments,  in
          form and content satisfactory to the Purchaser's counsel,  appropriate
          to effectively  vest a good and marketable  title to the Assets in the
          Purchaser  to  the  extent   contemplated  by  this   Agreement,   and
          immediately  registrable  in all  places  where  registration  of such
          instruments is required;

     (b)  all  consents or  approvals  obtained by the Vendor for the purpose of
          validly assigning the Leasehold Property and the Material Contracts;

     (c)  possession of the Assets;

     (d)  the  certificate  of the  President  and Secretary of the Vendor to be
          given under section 10.3;

     (e)  the  elections  under  s. 167 of the  Excise  Tax Act and s. 22 of the
          Income Tax Act in the forms  attached as the  Schedule of GST Election
          and the Schedule of Accounts Receivable Election, respectively;

     (f)  duly executed releases of, or evidence to the reasonable  satisfaction
          of the Purchaser as to the discharge of any and all liabilities  which
          the  Purchaser  has not agreed to assume and which may be  enforceable
          against any of the Assets being purchased under this Agreement;

     (g)  certified  copies  of  those   resolutions  of  the  shareholders  and
          directors  of the  Vendor  required  to be  passed  to  authorize  the
          execution,  delivery and  implementation  of this Agreement and of all
          documents to be delivered by the Vendor under this Agreement;

     (h)  the certificate of the Vendor prepared under section 6.1; and

     (i)  a restrictive  covenant  agreement in the form attached as Schedule of
          Restrictive Covenant Agreement.

12.4  Documents to be Delivered by the Purchaser

At the closing the Purchaser will deliver or cause to be delivered:

(a)   a covenant of the  Purchaser in favour of the Vendor  agreeing to assume
      and pay or perform and indemnify the Vendor against the Assumed
      Indebtedness and other obligations agreed to be assumed by the
      Purchaser under this Agreement in the manner and to the extent
      provided in this Agreement;

(b)   the elections under s. 167 of the Excise Tax Act and s. 22 of the
      Income Tax Act in the forms attached as the Schedule of GST Election
      and the Schedule of Accounts Receivable Election, respectively;

(c)   a certificate or certificates representing the Shares;



<PAGE>

13.   Post Closing Covenants

13.1  Unwinding Transaction

If on or before June 30, 2002, the new division or entity is unable to reach
agreement with a major client such as an elevator company to supply online media
content the Purchaser may in its sole discretion elect by notice in writing to
the Vendor to return the Assets to the Vendor. Upon such notice in writing being
given, the Vendor will deliver a promissory note for all amounts advanced by the
Purchaser to the new division or entity up to the date of notice, the
certificates for the Shares will be returned to the Purchaser, and the Assets
will be returned to the Vendor.

13.2 Bonus

If NewInform's Earnings Before Income Taxes, Depreciation and Amortization
(EBITDA) are at least $1,800,000 (U.S.$) for the twelve months ending December
31, 2002, the Purchaser will issue to the Vendor such additional shares of
Purchaser's common stock as may be determined by the following formula:


      EBITDA x 2
      ----------
           A

      Where  A  = the average closing prices of the Purchaser's common stock
                  on the OTC Bulletin Board for the ten trading days ending on
                  January 15, 2003.

If NewInform's EBITDA is not $1,800,000 (U.S.$) for the twelve months ending
December 31, 2002, but is at least $4,600,000 for the twelve months ending
December 31, 2003, the Purchaser will issue to the Vendor such additional shares
of Purchaser's common stock as may be determined by the following formula:


      Where  A  = the average closing prices of the Purchaser's common stock
                  on the OTC Bulletin Board for the ten trading days ending on
                  January 15, 2004.


Except as provided in this section 13.2, neither Vendor or the Covenantor will
be entitled, pursuant to the terms of the Asset Purchase Agreement, to receive
any additional shares of the capital stock of the Purchaser or NewInform.
14.

<PAGE>



Risk Of Loss

From the date of this Agreement to closing, the Assets will be and remain at the
risk of the Vendor. If any of the Assets are lost, damaged or destroyed before
closing, the Purchaser may, in lieu of terminating this Agreement under Article
10, elect by notice in writing to the Vendor to complete the purchase to the
extent possible without reduction of the purchase price, in which event all
proceeds of any insurance or compensation in respect of such loss, damage or
destruction will be payable to the Purchaser and all right and claim of the
Vendor to any such amounts not paid by closing will be assigned to the
Purchaser.

15.   Further Assurances

The parties will execute such further and other documents and do such further
and other things as may be necessary to carry out and give effect to the intent
of this Agreement.

16.   Set-Off

If, under this Agreement or any document delivered under this Agreement, the
Vendor becomes obligated to pay any sum of money to the Purchaser, then such sum
may at the election of the Purchaser, and without limiting or waiving any right
or remedy for the Purchaser under this Agreement, be set off against and will
apply to any sum of money or security owed by the Purchaser to the Vendor until
such amount has been completely set off.

17.   Notice

All notices required or permitted to be given under this Agreement will be in
writing and personally delivered to the address of the intended recipient set
forth on the first page of this Agreement or at such other address as may from
time to time be notified by any of the parties in the manner provided in this
Agreement.

18.   Entire Agreement

This Agreement constitutes the entire agreement between the parties and there
are no representations or warranties, express or implied, statutory or otherwise
and no collateral agreements other than as expressly set forth or referred to in
this Agreement.

19.   Time of the Essence

Time will be the essence of this Agreement.

20.   Applicable Law

This Agreement will be governed by and interpreted in accordance with the laws
of British Columbia.



<PAGE>



21.   Successors and Assigns

This Agreement will enure to the benefit of and be binding upon the parties and
their respective successors and assigns.

22.   Headings

The headings appearing in this Agreement are inserted for convenience of
reference only and will not affect the interpretation of this Agreement.

AS EVIDENCE OF THEIR AGREEMENT the parties have executed this Agreement as of
the day and year first above written.



GAMEWEAVER.COM INC.


Per: /s/ Richard Wilk
     -------------------------------
      Authorized Signatory



INFORM ONLINE INC.


Per: /s/ Robert Klemenchuk
     -------------------------------
      Authorized Signatory





/s/ Robert Klemenchuk
--------------------------
ROBERT KLEMENCHUK








T. Gameweaver Asset Purch Agree Inform 2-27-02