SHARE EXCHANGE AGREEMENT

                              AMONG

                      APTA HOLDINGS, INC. ,
             HARRY J. SANTORO, STEPHEN M. ROBINSON,
                         CONVERGIX INC.,
                 RALPH EISENSCHMID IN TRUST FOR
    INTELISYS ACQUISITION INC., A COMPANY TO BE INCORPORATED,
                 RALPH EISENSCHMID IN TRUST FOR
                INTELISYS (NOVA SCOTIA) COMPANY,
          AN UNLIMITED LIABILITY COMPANY TO BE FORMED,

                               and

                        RALPH EISENSCHMID
        (on his own behalf and as attorney and agent for
               the shareholders of Convergix Inc.)






                        November 22, 2002

                  SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is dated for reference as of the 15th day  of
November, 2002.

BETWEEN:

          RALPH  EISENSCHMID  IN  TRUST  FOR  INTELISYS
          ACQUISITION   INC.,   a   company    to    be
          incorporated  pursuant to  the  laws  of  the
          Province  of New Brunswick with its principal
          office at 815 Bombardier Street, Shediac, New
          Brunswick, E4P 1H9
          ("Exchangeco")
                                           OF THE FIRST PART

AND:

          RALPH  EISENSCHMID  IN  TRUST  FOR  INTELISYS
          (NOVA SCOTIA) COMPANY, an unlimited liability
          company to be formed pursuant to the laws  of
          the   Province  of  Nova  Scotia   with   its
          principal   office at 815 Bombardier  Street,
          Shediac, New Brunswick, E4P 1H9
          ("Novascotiaco")
                                          OF THE SECOND PART

AND:

          CONVERGIX   INC.,   a  company   incorporated
          pursuant to the laws of the Province  of  New
          Brunswick and having its principal  office at
          815    Bombardier   Street,   Shediac,    New
          Brunswick, E4P 1H9
          (the "Company")
                                           OF THE THIRD PART

AND:

          APTA    HOLDINGS,   INC.,    a    corporation
          incorporated under the laws of the  State  of
          Delaware, having its principal office at  215
          West  Main  Street, Maple Share, New  Jersey,
          08052
          ("Apta")
                                          OF THE FOURTH PART


AND:

          RALPH  EISENSCHMID, an individual resident  at  65
          Mathieu-Martin,  Grand Barachois,  New  Brunswick,
          E4P  7V7, (the "Depositary") on his own behalf and
          as  attorney and agent for all of the shareholders
          of the Company
                                           OF THE FIFTH PART

          (the Depositary and the shareholders of the
          Company being hereinafter collectively referred to
          as the "Vendors")

AND:

          HARRY  J. SANTORO, an individual resident  at
          215   West  Main  Street,  Maple  Share,  New
          Jersey, 08052,
                                           OF THE SIXTH PART

AND:

          STEPHEN  M. ROBINSON, an individual  resident
          at  126  Wharton Court, Shamong, New  Jersey,
          08088,
                                         OF THE SEVENTH PART

          (the  foregoing  parties  of  the  sixth   to
          seventh  part  being hereinafter collectively
          referred to as the "Principals")

WHEREAS   the   Vendors  are  the  registered  holders   and
beneficial owners of all of the issued and outstanding Class
A  common shares in the capital of the Company as set out in
Schedule "A" hereto (the "Shares");

AND  WHEREAS  Exchangeco and Novascotiaco  are  wholly-owned
subsidiaries of Apta; and

AND  WHEREAS the Vendors have agreed to sell and  Exchangeco
and  Novascotiaco have agreed to purchase all of the  Shares
on the terms and conditions set out in this Agreement;

NOW   THEREFORE   THIS   AGREEMENT   WITNESSES   THAT,    in
consideration of the premises, covenants, terms,  conditions
representations and warranties hereinafter  set  forth,  the
parties hereto agree each with the other as follows:

                 ARTICLE 1 - INTERPRETATION

1.1   Definitions.  Where  used in this  Agreement  and  the
recitals  and  any schedules hereto, each of  the  following
words will have the following meanings:

(a)  "Apta" means Apta Holdings, Inc.

(b)  "Apta's   Financial  Statements"  means   the   audited
     financial statements of Apta for the year ended December 31,
     2001, and its interim financial statements for the period
     ended September 30, 2002, attached hereto as Schedule "J".

(c)  "Apta Shares" means shares in the common stock of Apta,
     $0.001 par value.

(d)  "Assets"  means  all of personal property,  chooses  in
     action,  intangible or intellectual property, including
     patents, copyrights, trade-marks, trade names or licenses,
     and  all  other  assets of whatsoever nature  owned  or
     purportedly owned by a Party.

(e)  "Asset  Sale Consulting Agreement" means the consulting
     agreement attached hereto as Schedule "P", to be entered
     into by Apta and the Principals on Closing.

(f)  "Best  Efforts" means the efforts that a prudent Person
     desirous  of  achieving a result would use  in  similar
     circumstances to attempt to cause such result to be achieved
     as expeditiously as possible; provided, however, that an
     obligation to use Best Efforts under this Agreement does not
     require  the Person subject to that obligation to  take
     actions that would result in a materially adverse change in
     the  benefits to such Person of this Agreement and  the
     transactions contemplated herein.

(g)  "Bulletin  Board"  means the Over-the-Counter  Bulletin
     Board, an over-the-counter securities market operated by the
     National Association of Securities Dealers.

(h)  "Business" means the business carried on by the Company
     described as the development of airline management software.

(i)  "Canadian Securities Law" means the securities laws  of
     any province or territory of Canada in which recipients of
     any  shares  under this Agreement may reside,  and  the
     regulations, rules and policies promulgated thereunder, both
     as amended from time to time.

(j)  "Canadian  Securities Regulators" means the  securities
     commissions or other Governmental Authorities authorized to
     administer and enforce securities laws in any province or
     territory of Canada.

(k)  "Claim"  means any claims, demands, actions, causes  of
     action, damages, losses, costs, fines, penalties, interest,
     liabilities and expenses, including, without limitation,
     reasonable legal fees.

(l)  "Closing" means the completion of the purchase  of  the
     Shares  by Exchangeco in accordance with the terms  and
     conditions of this Agreement.

(m)  "Closing Date" means December 31, 2002, or such earlier
     or later date as the Parties may agree on.

(n)  "Closing  Time" means 3:00 p.m. (Toronto time)  on  the
     Closing Date, or such earlier or later time on the Closing
     Date as the Parties may agree to.

(o)  "Company" means Convergix Inc.

(p)  "Company's  Financial Statements" means  the  financial
     statements  of  the Company for its two  most  recently
     completed fiscal years and its interim financial statements
     for its two most recently completed fiscal periods, prepared
     in  accordance with U.S. GAAP, to be attached hereto as
     Schedule "D".

(q)  "Company's   Private  Placement"  means   the   private
     placement of 2,666,667 Shares at CDN$0.30 per Share to raise
     $800,000, subject to the Company's obligation to repurchase
     said Shares (or securities issued in exchange for the same)
     by March 31, 2003, at the greater of (i) the last closing
     price of the Shares (or securities issued in exchange for
     the same) on the Over-the-Counter Bulletin Board and (ii)
     CDN$0.34 per Share.

(r)  "Constating  Documents"  means  (i)  the  articles   or
     certificate  of  incorporation  and  the  bylaws  of  a
     corporation; (ii) any charter or similar document adopted or
     filed  in  connection with the creation, formation,  or
     organization of a Person; and (iii) any amendment to any of
     the foregoing.

(s)  "Contracts"  means  all  of the  material  commitments,
     agreements, contracts, arrangements, instruments, leases and
     other documents entered into by the Company, by which the
     Company is bound or to which the Company or the Assets are
     subject (other than the Permitted Encumbrances) and which
     are described in Schedule "H".

(t)  "Depositary" means Ralph Eisenschmid acting as attorney
     and agent for the Vendors pursuant to powers of attorney
     granted to the Depositary by the Vendors under subscription
     agreements between the Vendors and the Company pursuant to
     which the Vendors acquired shares in the Company.

(u)  "Encumbrance"  means  any  mortgage,  charge,   pledge,
     hypothecation,  debenture,  lien,  security   interest,
     encumbrance,  claim, option, right  of  first  refusal,
     community of property or restriction of any kind, including
     any restriction on the use, voting, transfer, receipt of
     income, or exercise of any other attribute of ownership,
     regardless of form and whether consensual or arising by
     operation of law.

(v)  "Exchangeable Shares" means Class B Special  Shares  of
     Exchangeco, being subordinate, non-voting shares,  each
     Exchangeable  Share being exchangeable,  redeemable  or
     retractable for one (1) Apta Share on terms described in the
     Support  Agreement  (including all  schedules  attached
     thereto).

(w)  "Exchangeco" means InteliSys Acquisition Inc.

(x)  "GAAP" means generally-accepted accounting principles.

(y)  "Governmental Authority" means any applicable  Canadian
     or U.S. federal, provincial, state or municipal government,
     agency, ministry, commission, crown corporation, department,
     inspector,  official or body of any kind exercising  or
     entitled  to  exercise  any administrative,  executive,
     judicial,  legislative, police,  regulatory  or  taxing
     authority or power of any nature.

(z)  "Group  A  Vendors"  means  those  Vendors  listed   in
     Schedule "A" hereto as being non-residents of Canada or
     exempt from taxation under the Tax Act, or who have elected
     to receive Apta Shares directly in exchange for their Shares
     regardless of the Canadian tax consequences of doing so.

(aa) "Group  B  Vendors"  means  those  Vendors  listed   in
     Schedule "A" hereto as being residents of Canada or other
     persons taxable under the Tax Act, other than those who have
     elected to be part of the Group A Vendors.

(bb) "Indebtedness"  means all liabilities, debts,  accounts
     payable and other monetary obligations.

(cc) "Interim  Period"  means the period commencing  on  the
     execution of this Agreement and ending at the Closing Time.

(dd) "Listing Status" means Apta's status as a company whose
     common shares are quoted for trading on the Bulletin Board
     and which is in good standing with the Bulletin Board and is
     not in default under any of its rules, policies or by-laws.

(ee) "material"  means,  when  used  with  respect   to   an
     obligation, contract, liability or any other matter, that
     the obligation, contract, liability or such other matter is
     of  such a nature as to be substantially likely  to  be
     considered important to a reasonable investor in making an
     investment decision, including a decision to purchase, hold
     or sell securities of the Person in question.

(ff) "Material Adverse Change"  a material adverse change in
     or a material adverse effect on the businesses, assets,
     operations, results of operations or financial condition of
     a Person and its subsidiaries (if any) taken as a whole,
     provided that any adverse effects arising from or relating
     to the following matters (individually and in the aggregate)
     shall be excluded in determining whether such a material
     adverse effect has occurred: (i) general economic conditions
     or conditions (including conditions in financial markets)
     generally prevailing in the industry or market segment in
     which the corporate entity and its subsidiaries conduct
     their  respective businesses, (ii) the announcement  or
     pendency of the transactions contemplated in this Agreement
     or the closing or pendency of any transaction of the Parties
     which  was  publicly announced as of the date  of  this
     Agreement; and (iii) the taking by any Party of any action
     (or omission by any Party to take any action) at the request
     of or with the permission of the other Parties; provided,
     further, that a decline in the public trading price of Apta
     Shares shall not by itself constitute a Material Adverse
     Change.

(gg) "Ordinary  Course of Business" - an action taken  by  a
     Person will be deemed to have been taken in the "Ordinary
     Course of Business" only if:

     (i)  such  action is consistent with the past practices
          of such Person and is taken in the ordinary course
          of the normal operations of such Person; and

     (ii) such  action  is not required to be authorized  by
          the  board of directors of such Person (or by  any
          Person  or  group  of  Persons exercising  similar
          authority)  and is not required to be specifically
          authorized by the parent company (if any) of  such
          Person; and

     (iii)       such  action  is  similar  in  nature   and
          magnitude  to  actions customarily taken,  without
          any authorization by the board of directors (or by
          any  Person or group of Persons exercising similar
          authority), in the ordinary course of  the  normal
          day-to-day operations of other Persons that are in
          the same line of business as such Person.

(hh) "Parties"  means  the  parties to  this  Agreement  and
     "Party" means any one of them.

(ii) "Person"  means any individual, corporation  (including
     any non-profit corporation), body corporate, partnership,
     limited  partnership, limited liability company,  joint
     venture,  society,  association, trust,  unincorporated
     organization, Governmental Authority or other entity, or any
     trustee,   executor,  administrator,  or  other   legal
     representative.

(jj) "Permitted  Encumbrances" means, with  respect  to  the
     Company  and the Shares, the Encumbrances described  in
     Schedule  "G"  hereto, and with respect  to  Apta,  the
     Encumbrances described in Schedule "N" hereto.

(kk) "Principals"  means  Harry J. Santoro  and  Stephen  M.
     Robinson, being the principal shareholders, officers and/or
     directors of Apta prior to Closing.

(ll) "Principals'  Guarantee" means the  guarantee  attached
     hereto as Schedule "Q" to be executed and delivered by the
     Principals to Apta at Closing, whereby if the proceeds of
     the  sale  of the Assets of Apta under the  Asset  Sale
     Consulting  Agreement are not sufficient to  repay  all
     Indebtedness of Apta, the Principals shall pay to Apta the
     amount by which said Indebtedness exceeds the proceeds of
     said sale.

(mm) "Reporting  Issuer  Status" means Apta's  status  as  a
     reporting company in the United States under U.S. Securities
     Law,  in  good standing and not in default  under  U.S.
     Securities Law, but not a "reporting issuer" in any province
     of territory of Canada, as that term is defined in Canadian
     Securities Law.

(nn) "SEC"   means   the   U.S.  Securities   and   Exchange
     Commission;

(oo) "Shares" means the Class A common shares of the Company
     held by the Vendors as set out in Schedule "A" hereto.

(pp) "Special  Voting Share" means the one share  of  Series
     "A" of the preference stock of Apta issuable in series,
     which entitles the holder of record to a number of votes at
     meetings of holders of Apta Shares equal to the number of
     Exchangeable Shares outstanding from time to time (other
     than Exchangeable Shares held by Apta or its affiliates),
     which share is to be issued to, deposited with, and voted
     by, the Voting Agent as described in this Agreement and the
     Voting and Exchange Agency Agreement.

(qq) "Support   Agreement"  means  the  exchangeable   share
     support agreement to be entered into by Apta, Exchangeco and
     NovaScotiaco on or before Closing.

(rr) "Tax Act" means the Income Tax Act (Canada), as amended
     from time to time.

(ss) "U.S.   Securities   Law"  means  the   United   States
     Securities Act of 1933 and the United States Securities
     Exchange Act of 1934, the securities laws of any State of
     the United States of America, and the regulations, rules and
     policies promulgated thereunder, all as amended from time to
     time.

(tt) "Vendors"  means  collectively  the  persons  named  in
     Schedule "A" hereto.

(uu) "Voting and Exchange Agency Agreement" means the voting
     and exchange agency agreement attached hereto as Schedule
     "C", to be entered into by Apta, Exchangeco and the Voting
     Agent at Closing.

(vv) "Voting  Agent"  means Carbonaro Sugar Szweras  LLP  or
     such other agent as may be appointed as agent under the
     Voting and Exchange Agency Agreement, and any successor
     agent appointed under and subject to the provisions of the
     Voting and Exchange Agency Agreement.

1.2  Interpretation.  In this Agreement, except as otherwise
          expressly provided:

(a)  "Agreement"   means  this  agreement,   including   the
     preamble and the schedules hereto, as it may from time to
     time be supplemented or amended in effect;

(b)  all  references  in  this  Agreement  to  a  designated
     "paragraph" or other subdivision or to a Schedule is to the
     designated paragraph or other subdivision of, or Schedule,
     to this Agreement;

(c)  the  words "herein", "hereof" and "hereunder" and other
     words of similar import refer to this Agreement as a whole
     and not to any particular paragraph or other subdivision or
     Schedule;

(d)  the headings are for convenience only and do not form a
     part of this Agreement and are not intended to interpret,
     define,  or limit the scope, extent or intent  of  this
     Agreement or any provision hereof;

(e)  the  singular of any term includes the plural, and vice
     versa, the use of any term is equally applicable to any
     gender and, where applicable, a body corporate, the word
     "or"  is not exclusive and the word "including" is  not
     limited  (whether or not non-limited language, such  as
     "without  limitation" or "but not limited" or words  of
     similar import, are used with reference thereto);

(f)  any  accounting  term  not otherwise  defined  has  the
     meanings  assigned to it in accordance  with  generally
     accepted accounting principles applicable to the United
     States of America;

(g)  any  reference to a statute includes and is a reference
     to  that  statute and to the regulations made  pursuant
     thereto, with all amendments made thereto and in force from
     time to time, and to any statute or regulations that may be
     passed which has the effect of supplementing or superseding
     that statute or regulations;

(h)  except   as  otherwise  provided,  any  dollar   amount
     referred to in this Agreement is in U.S. currency; and

(i)  any   other  term  defined  within  the  text  of  this
     Agreement has the meaning so ascribed.

1.3  Schedules.   The  following are the Schedules  to  this
          Agreement:

     Schedu Description
     le
     A      The   Vendors   and   their
            Shareholdings
     B      Support Agreement
     C      Voting  and Exchange Agency
            Agreement
     D      Company's         Financial
            Statements
     E      Assets of the Company
     F      Indebtedness of the Company
     G      Permitted  Encumbrances  of
            the Company
     H      Material Contracts  of  the
            Company
     I      Employment Contracts of the
            Company
     J      Apta's Financial Statements
     K      Assets of Apta
     L      Indebtedness of Apta
     M      Permitted  Encumbrances  of
            Apta
     N      Material Contracts of Apta
     O      Employment   Contracts   of
            Apta
     P      Asset    Sale    Consulting
            Agreement
     Q      Principals' Guarantee

           ARTICLE 2 - PURCHASE AND SALE OF SHARES

2.1   Purchase and Sale. Subject to the conditions and  upon
the  terms hereinafter set forth, Exchangeco and Apta  agree
to  purchase and the Vendors agree to sell to Exchangeco and
Apta  all of their right, title and interest in and  to  the
Shares.

2.2   Purchase  Price.  The purchase price  for  the  Shares
shall  consist  of  an aggregate of 25,000,000  Apta  Shares
and/or  Exchangeable Shares.  In consideration for the  sale
of  the  Shares  by  the Group A Vendors, Apta  shall  issue
3,295,000  Apta  Shares  to  the  Group  A  Vendors  in  the
aggregate.  In consideration for the sale of the  Shares  by
the  Group  B  Vendors,  Exchangeco shall  issue  21,705,000
Exchangeable Shares to the Group B Vendors in the aggregate.
The  Apta Shares and the Exchangeable Shares shall be issued
at  Closing, at which time each Vendor will receive a number
of  Apta Shares or Exchangeable Shares proportionate to  his
interest  in the Company as set out in Schedule "A"  hereto;
provided  that  Apta  and Exchangeco shall  be  entitled  to
withhold that number (rounded up to the nearest whole share)
of  Exchangeable Shares or Apta Shares, as the case may  be,
equal to, but not in excess of (other than due to rounding),
the  amount  of  any  withholding  obligations  of  Apta  or
Exchangeco  under  any tax applicable to  the  sale  of  the
Shares  or  the exchange of the Exchangeable  Shares.    All
Exchangeable  Shares and all Apta Shares issued  under  this
Agreement  or in exchange for the Exchangeable Shares  shall
be  endorsed  with  a legend under U.S. Securities  Law  and
Canadian Securities Law.

2.3   Exchangeable Shares.  The Exchangeable  Shares  to  be
issued  by Exchangeco pursuant to this Agreement shall  bear
the  rights, privileges, restrictions and conditions set out
in   the  Support  Agreement  (and  all  schedules  thereto)
attached hereto as Schedule "B".

2.4    Support  Agreement.   On  or  before  Closing,  Apta,
Exchangeco  and  NovaScotiaco shall enter into  the  Support
Agreement in the form attached hereto as Schedule "B".

2.5   Voting  and  Exchange Agency Agreement.   On  Closing,
Apta,  Exchangeco and the Voting Agent shall enter into  the
Voting  and  Exchange Agency Agreement in the form  attached
hereto as Schedule "C".  Pursuant to the Voting and Exchange
Agency  Agreement, Apta shall issue to the Voting Agent  one
Special Voting Share.

2.6  Accounting Consequences
..   It  is  intended by the parties hereto that the purchase
and  sale  of the Shares under this Agreement shall  qualify
for accounting treatment as a purchase under U.S. GAAP.

2.7  Tax Treatment
..  It is intended that the transactions contemplated in this
Agreement shall generally constitute (i) a taxable  exchange
for   United   States  federal  income  tax  purposes   (not
qualifying  under Sections 368 or 351 of the  United  States
Internal  Revenue Code of 1986, as amended) to persons   who
are  otherwise subject to taxation in the United  States  on
the  sale  or  exchange of Shares, and (ii) a  tax  deferred
reorganization for Canadian federal income tax purposes  for
owners  of  Shares who are residents of Canada for  Canadian
federal income tax purposes who receive Exchangeable  Shares
as a consequence of the purchase and sale of the Shares.

2.8  Securities Law Exemptions and Resale Restrictions.  The
sale  of  the  Shares, the issuance of the  Apta  Shares  at
Closing  to  such  Group A Vendors as  may  be  resident  in
Canada, and the issuance of the Exchangeable Shares  to  the
Group  B Vendors shall be made in reliance on the exemptions
from  prospectus and registration requirements contained  in
sections  7(h) and 13(12) of  the Security Frauds Prevention
Act  (New Brunswick) and the corresponding provisions of any
other  applicable Canadian Securities Law. The  issuance  of
the  Apta  Shares  to the other Group A Vendors  at  Closing
shall  be  made  in  reliance on  the  exemptions  from  the
registration  requirements of U.S. Securities Law  contained
in  Rule 506 under Regulation D or in Regulation S under the
Securities  Act of 1933, and the applicable securities  laws
of  the  Group  A  Vendor's jurisdiction of  residence.  The
issuance  of the Apta Shares to the Group B Vendors  on  the
exchange  of  their Exchangeable Shares  shall  be  made  in
reliance  on  an exemption order from the relevant  Canadian
Securities Regulators (if necessary) and the exemption  from
the   registration  requirements  of  U.S.  Securities   Law
contained in Regulation S under the Securities Act of  1933.
The Vendors hereby acknowledge that as a result:

(a)  any  Exchangeable  Shares  or  Apta  Shares  that  they
     receive  pursuant to this Agreement will be subject  to
     resale   restrictions  in  accordance   with   Canadian
     Securities Law and/or U.S. Securities Law, as  amended,
     and  the  rules  thereunder, as  applicable,  and  that
     certificates  representing the Exchangeable  Shares  or
     Apta  Shares will be affixed with the following legends
     describing such restrictions:

     (i)  on the Apta Shares:

          "The  shares represented by this certificate  have
          not  been registered under the Securities  Act  of
          1933.    The   shares  have  been   acquired   for
          investment  and  may not be sold,  transferred  or
          assigned   in   the   absence  of   an   effective
          registration statement for these shares under  the
          Securities  Act  of  1933 or  an  opinion  of  the
          issuer's counsel that registration is not required
          under such Act."

     (ii) on the Exchangeable Shares:

          "The  shares represented by this certificate  have
          not  been  issued  pursuant to a prospectus  filed
          with  a  securities regulator in any  province  or
          territory of Canada.  Accordingly they may not  be
          sold,   transferred,  hypothecated  or   otherwise
          traded on or through a securities market in Canada
          or otherwise in Canada or to or for the benefit of
          a   resident  of  Canada  in  the  absence  of  an
          effective  prospectus for these shares  under  the
          applicable  securities laws or an opinion  of  the
          issuer's counsel that a prospectus is not required
          under such laws."

(b)  the   Exchangeable  Shares  and  the  Apta  Shares  are
     "restricted shares" and cannot be sold, pledged, transferred
     or otherwise dealt with other than pursuant to a prospectus
     or registration statement filed with the relevant Canadian
     Securities Regulators or SEC, or pursuant to an exemption
     therefrom provided under the relevant Canadian Securities
     Law and U.S. Securities Law, as amended, and the rules and
     regulations promulgated thereunder, except that there is no
     such restriction on the shares held by residents of New
     Brunswick;

(c)  in  some  provinces of Canada, the Exchangeable  Shares
     cannot  be  exchanged  for the Apta  Shares  unless  an
     appropriate exemption from the prospectus requirements in
     Canadian  Securities Law is available or  the  relevant
     Canadian Securities Regulators issue a discretionary relief
     order permitting the exchange;

(d)  Apta Shares received by Vendors who are not resident in
     the United States of America may not be sold, assigned,
     transferred or otherwise disposed of to any resident of
     the  United  States of America for a period  of  twelve
     (12) months from the date of issuance;

(e)  the   resale   exemptions   provided   under   Canadian
     Securities  Law  and U.S. Securities  Law  may  not  be
     generally  available  because  of  the  conditions  and
     limitations of said exemptions, and that Exchangeco and
     Apta are under no obligation to take any action to make
     any of said exemptions available to the Vendor;  and

(f)  only  Apta  can  register the Apta  Shares  or  file  a
     prospectus  to  qualify the Apta Shares  for  immediate
     resale and Apta has not made any representations to the
     Vendors that it will do so, except as set out herein

2.9   Securities Law Compliance.  The Vendors  hereby  agree
that they shall not sell, pledge, transfer or otherwise deal
with  the  Exchangeable Shares or the  Apta  Shares  without
obtaining  a  favourable opinion of counsel  or  such  other
evidence as may be required by Exchangeco or Apta, that  the
proposed  dealing  will  not be  in  violation  of  Canadian
Securities Law, U.S. Securities Law, or any other applicable
securities  laws, and the rules and regulations  promulgated
thereunder.

2.10  Non-Residents.   It  is  acknowledged  that  upon  the
issuance  of  Apta Shares or the Exchangeable  Shares,  each
Vendor  that is a non-resident of Canada within the  meaning
of  section 116 of the Tax Act, shall be required to provide
an  executed  certificate and take all other steps  required
under  section 116 of the Tax Act.  It is acknowledged  that
the  Vendors will bear full responsibility for any  Canadian
or  U.S. tax liabilities arising from this transaction,  and
that neither Apta nor Exchangeco shall be obliged to deliver
any  certificates representing Apta Shares  or  Exchangeable
Shares until the requisite certificate under section 116  of
the Tax Act has been obtained by the Vendor in question.

        ARTICLE 3 - FURTHER COVENANTS OF THE PARTIES

3.1   Due Diligence Review.  During the Interim Period,  the
Company, Exchangeco and Apta shall each:

(a)  allow  all Parties and their representatives  full  and
     free  access  during  normal business  hours  to  their
     corporate minute books and records, including contracts
     and  share  registers, personnel, properties and  other
     documents and data;

(b)  provide to all Parties and their representatives copies
     of   all  such  contracts,  books,  records  and  other
     existing  documents and data as such Parties  or  their
     representatives may reasonably request; and

(c)  provide  to all Parties and their representatives  such
     other  information about themselves as such Parties  or
     their representatives may reasonably request.

3.2  Business in the Ordinary Course.  Except as set out  in
this Agreement, during the Interim Period, each of Apta  and
the  Company  shall  conduct its business  in  the  Ordinary
Course  of  Business  and  shall not,  without  the  written
consent of the other Parties or as otherwise permitted under
this Agreement:

(a)  issue,  or  enter  into any agreements  to  issue,  any
     securities, including without limitation, shares, warrants,
     options,  convertible securities or rights to  purchase
     shares, except that:

     (i)  the Company shall be permitted to issue additional
          securities  during the Interim Period as  part  of
          the  Company's Private Placement and the Company's
          Debt Settlements, and

     (ii) Apta shall be permitted to issue additional common
          stock  during the Interim Period proved  that  the
          total  outstanding common stock  of  Apta  at  the
          Closing Time shall not exceed 3,000,000 shares  of
          common stock;

(b)  redeem,  purchase  or otherwise acquire  or  commit  to
     acquire any of its issued and outstanding shares;

(c)  amend its Constating Documents;

(d)  effect     any     subdivision,    consolidation     or
     reclassification of any of its issued  and  outstanding
     shares;

(e)  acquire or dispose of any Assets except in the Ordinary
     Course of Business or as contemplated in this Agreement; or

(f)  take  any action or fail to take any reasonable  action
     within its control, as a result of which a Material Adverse
     Change is likely to occur.

3.3  Reorganization.  On or before Closing Apta shall:

(a)  amend its certificate of incorporation so as to:

     (i)  increase its authorized share capital to at  least
          50,000,000 shares of $0.001 par value each, and

     (ii) create  a new class of preference shares of $0.001
          par  value  each issuable in series of which  Apta
          will be authorized to issue at least 1,000 shares;

(b)  change  its name to "Intelisys Aviation Systems  U.S.A.
     Inc."  or such other name as may be acceptable  to  the
     relevant Governmental Authority;

(c)  amend section 5.1 of its stock option plan to read:

     "The  stock to be issued under the Plan shall be shares
     of authorized but unissued or re-acquired Common Stock,
     including shares repurchased by the Corporation on  the
     open  market.  The maximum number of shares  of  Common
     Stock  which  may be issued over the term of  the  Plan
     shall  not exceed 2,000,000 without further shareholder
     approval."; and

(d)  make   such  additional  amendments  to  its  corporate
     structure as the Company may request.

3.4  Shareholder Approval.  On or before Closing, Apta shall
obtain the approval of its shareholders for:

(a)  the   corporate  changes  contemplated  in  subsections
     3.3(a), (b) and (c); and

(b)  the  migration of Apta's corporate charter to the State
     of  Florida  at  the  discretion  of  Apta's  board  of
     directors; and

(c)  the  amendment  of Apta's certificate of  incorporation
     upon  the  migration of its charter  to  the  State  of
     Florida to increase its authorized share capital to  at
     least  50,000,000  common shares of  $0.001  par  value
     each,   and  at  least  30,000,000  preference   shares
     issuable in series.

3.5  Sale of Assets.  Upon Closing, Apta shall enter into an
agreement  with  the Principals (the "Asset Sale  Consulting
Agreement")  whereby it shall retain the Principals  as  its
agents  with authority to sell all of its Assets,  including
the shares of all of its subsidiaries, other than any Assets
acquired  under this Agreement.  Pursuant to the Asset  Sale
Consulting Agreement, the Principals shall sell such  Assets
within three (3) months from the Closing Date.  The proceeds
of such sale shall be used to repay all Indebtedness of Apta
incurred  prior  to  Closing  or  in  connection  with  this
Agreement.   As compensation for finding buyers  for  Apta's
Assets  and negotiating with them, if the proceeds  of  such
sale  exceed the Indebtedness to be repaid, the excess shall
be paid to the Principals.

3.6   Principals'  Guarantee.  The Principals  hereby  agree
that if the proceeds of the sale of the Assets of Apta under
the  Asset  Sale Consulting Agreement are not sufficient  to
repay  all  Indebtedness of Apta arising from the activities
of  Apta prior to Closing, the Principals shall pay to  Apta
the  amount by which said Indebtedness exceeds the  proceeds
of  said  sale.  Upon Closing, the Principals shall  execute
and  deliver to Apta a guarantee to that effect in the  form
attached   hereto   as   Schedule  "Q"   (the   "Principals'
Guarantee").

3.7   Change  of  Management.   Upon  Closing,  all  of  the
directors  and officers of Apta shall resign  and  shall  be
replaced by such persons as the Depositary on behalf of  the
Vendors shall designate.

3.8   Public  Notice.  Upon the execution of this  Agreement
Apta  shall prepare and file with the SEC a Form 8-K Current
Report  and  a properly prepared information statement,  and
shall  issue  a  press release mutually  acceptable  to  the
Parties which shall also be filed as an exhibit to the  Form
8-K.

3.9   Company's Private Placement.  The Parties  acknowledge
that  the  Company has to date raised CDN$700,000 under  the
Company's  Private Placement, but that the  balance  of  the
funds  to  be  raised may not be received  until  after  the
Closing.   The  Parties agree that at Closing,  the  Company
shall  assign to Apta and Apta shall assume from the Company
all  of the rights and obligations of the Company under  its
subscription   agreement  with  the   investor(s)   of   the
Company's Private Placement, such that Apta shall  issue  to
said  investor(s)  Apta  Shares  for  the  balance  of   the
Company's Private Placement.

3.10  Legal  Fees.  On or before Closing, the Company  shall
pay  the  legal fees of Apta's counsel, Stephen M. Robinson,
P.A., being $50,000, as follows:

(a)  $25,000 on Closing; and

(b)  $25,000  on  the earlier of (i) the first draw-down  of
     funds  by  Apta  under any public offering  or  private
     placement  of its securities other than funds  received
     under  the  Company's  Private  Placement  as  assigned
     pursuant to section 3.9 above, or (ii) June 30, 2003.

3.11 Company's Financial Statements and Business Plan.   The
Company  shall  prepare  or cause  to  be  prepared  audited
financial  statements  of  the  Company  for  its  two  most
recently  completed fiscal years and its interim (quarterly)
financial  statements  for its two most  recently  completed
fiscal  periods  in  accordance with U.S.  GAAP,  and  shall
deliver  the  same to the Principals and Apta on  or  before
Closing.   The  Company  shall deliver  with  the  Company's
Financial Statements a current and detailed business plan of
the Company with financial projections.

3.12 Canadian Securities Compliance
..   Apta shall use its Best Efforts to obtain, within ninety
(90)  days  after  the  Closing Date,  any  and  all  orders
required  from  the relevant Canadian Securities  Regulators
(if  necessary)  to permit the issuance of the  Apta  Shares
issued  pursuant  to  section 2.2 or  in  exchange  for  the
Exchangeable Shares, and, if possible, the subsequent resale
of such Apta Shares on the Bulletin Board.

3.13  Inside  Information.   The  Parties  agree  that  this
Agreement  and the information disclosed or to be  disclosed
hereunder shall be deemed non-public information, as defined
under  Regulation FD under U.S. Securities Law, and each  of
the  Parties  hereby agrees to maintain such information  in
confidence  as  required by Regulation  FD.   Any  Party  or
Person  having  access to this Agreement or the  information
disclosed  or to be disclosed hereunder shall be  deemed  to
have  material  inside information, and buying,  selling  or
trading  in  Apta's  stock by such Parties  or  Persons  may
constitute a violation of U.S. Securities Law.

3.14  Filings.  Each Party shall, on or before  the  Closing
Date, make all such filings as may be required to be made by
it  under  any applicable laws or regulations  in  order  to
consummate  the transactions contemplated in this Agreement.
Each  Party agrees to co-operate with the other Parties with
respect  to  all  such  filings,  including  providing   all
information  about  the Party that such  other  Parties  may
require for such filings.

3.15 Canadian Approvals
..   The Company and Apta each shall use Best Efforts to file
all notices and information  required (if any) under (i) the
Investment Canada Act (Canada) and (ii) the Competition  Act
(Canada).

3.16  Survival  of Covenants.  The covenants  made  in  this
sections  3.5,  3.6, 3,12, 3.13, 3.14 and 3.15  above  shall
survive  the Closing for a period of one (1) year  from  the
Closing Date, after which time, if no claim shall have  been
made  against a Party with respect to any default or  breach
of  any  such  covenant, that Party shall  have  no  further
liability  under  this  Agreement  with  respect   to   that
covenant.

         ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1   Representations and Warranties of the  Depositary  and
the  Vendors.    Each Vendor hereby represents and  warrants
to  Exchangeco  and Apta as follows as of the Closing  Date,
and  acknowledges that Exchangeco and Apta  are  relying  on
these  representations and warranties in entering into  this
Agreement and performing their obligations under the same:

(a)  Capacity  and  Authority- The Vendor  has  full  power,
     right and authority to own the Shares, enter into  this
     Agreement and to perform his obligations under it. If an
     individual, the Vendor has attained the age of majority.  If
     not an individual, the Vendor has been duly formed and is
     validly existing under the laws of its jurisdiction  of
     incorporation, and execution and delivery of this Agreement
     and the Vendor's performance of its obligations hereunder
     have been duly authorized by all necessary proceedings of
     the  directors,  shareholders, trustees, beneficiaries,
     partners  or members of the Vendor, and the  individual
     signing this Agreement on behalf of the Vendor has  the
     authority to do so and to bind the Vendor by his signature.

(b)  Power  of  Attorney  -  The Depositary  has  been  duly
     appointed by all of the shareholders of the Company as their
     attorney for the sale of the Shares with full power and
     authority to enter into this Agreement on such shareholders'
     behalf and to sell such shareholders' Shares on the terms
     set out herein.

(c)  Title  to  Shares  - The Vendor is the sole  legal  and
     beneficial owner of the Shares set out opposite his name in
     Schedule "A" hereto with good and marketable title thereto,
     free and clear of any Encumbrances other than Permitted
     Encumbrances.

(d)  No  Option  -  Except as set out in this Agreement,  no
     Person has any agreement, warrant, option or right, or a
     right capable of becoming an agreement for, the purchase of
     the Vendor's Shares.

(e)  Absence  of  Conflict - The Vendor is not a  party  to,
     bound or affected by any agreement which would be violated,
     breached or terminated by, or which would result in creation
     or imposition of any Encumbrance upon any of the Shares as a
     consequence of the execution and delivery of this Agreement
     or the consummation of the transactions contemplated in this
     Agreement. The consummation of transactions contemplated
     herein do not and will not conflict with, or result in a
     breach  of, or constitute a default under the terms  or
     conditions of any Constating Documents of the Vendor (if not
     an  individual), any court or administrative  order  or
     process, any agreement or instrument to which the Vendor is
     party or by which it is bound.

(f)  Regulatory  Approvals - No governmental  or  regulatory
     authorization, approval, order, consent  or  filing  is
     required  on the part of the Vendor or the Company,  in
     connection with the execution, delivery and performance of
     this  Agreement  and the performance  of  the  Vendor's
     obligations under this Agreement.

(g)  Residence  -  Each  Vendor is a  resident,  within  the
     meaning of the Tax Act, of the jurisdiction set out under
     his name in Schedule "A" hereto.

(h)  Binding Agreement - This Agreement constitutes a legal,
     valid  and binding obligation of the Vendor enforceable
     against the Vendor in accordance with its terms except as
     may be limited by laws of general application affecting the
     rights of creditors.

(i)  Bankruptcy  /  Liquidation - No proceedings  have  been
     taken, are pending or have been authorized, and no receiver
     or trustee has been appointed for the Vendor by the Vendor
     or  by  any  other person in respect to the bankruptcy,
     insolvency, liquidation, dissolution or winding up of the
     Vendor.

(j)  Litigation   -   There  are  no  judgements,   decrees,
     injunctions, rulings or orders of any court, arbitrator,
     federal, provincial, state, municipal or other governmental
     authority, department, commission, board, bureau or agency,
     or any actions, suits, grievances or proceedings (whether or
     not  on  behalf  of the Vendor) commenced,  pending  or
     threatened against or relating to the Vendor which  may
     result in the imposition of a Encumbrance on the Shares or
     which  may  prevent, delay, make illegal  or  otherwise
     interfere  with  the consummation of  the  transactions
     contemplated in this Agreement.

(k)  Accredited  Investor  -  If a resident  of  the  United
     States of America, the Vendor is an accredited investor
     within the meaning of Regulation D under the U.S. Securities
     Law.

(l)  Representations  and Warranties of the  Company  -  The
     representations and warranties of the Company set out in
     section 4.2 below are true and accurate.

4.2   Representations  and Warranties of  the  Company.  The
Company  represents and warrants to Exchangeco and  Apta  as
follows  as  of  the  Closing  Date  and  acknowledges  that
Exchangeco and Apta are relying on these representations and
warranties  in  entering into this Agreement and  performing
their obligations under the same:

(a)  Due  Incorporation -  The Company is a corporation duly
     incorporated and validly existing under the laws of Canada
     and  will on the Closing Date be in good standing  with
     respect to the filing of annual reports.

(b)  Due  Authorization - The execution and delivery of this
     Agreement and the completion of the transaction contemplated
     herein has been duly and validly authorized by all necessary
     corporate action on the part of the Company.

(c)  Capacity  - The Company has the power and capacity  and
     good and sufficient right and authority to enter into this
     Agreement on the terms and conditions herein set forth, to
     perform its obligations under this Agreement.

(d)  Binding Agreement - This Agreement constitutes a legal,
     valid and binding obligation of the Company and the Vendors
     enforceable  against the Company  and  the  Vendors  in
     accordance with its terms except as may be limited by laws
     of general application affecting the rights of creditors.

(e)  Absence  of Conflict -  Except for the agreements  with
     the Compaq group of companies set out in Schedule "H" hereto
     and as set out in subsection 4.2(aa) below, the Company is
     not a party to, bound or affected by any agreement which
     would be violated, breached or terminated by, or which would
     result in creation or imposition of any Encumbrance upon any
     of the Shares or assets of the Company as a consequence of
     the  execution  and delivery of this Agreement  or  the
     consummation of the transactions contemplated  in  this
     Agreement. The consummation of transactions contemplated
     herein do not and will not conflict with, or result in a
     breach  of, or constitute a default under the terms  or
     conditions of any Constating Documents of the Company, any
     court or administrative order or process, any agreement or
     instrument to which the Company is party or by which it is
     bound.

(f)  Regulatory  Approvals - No governmental  or  regulatory
     authorization, approval, order, consent  or  filing  is
     required on the part of the Company in connection with the
     execution, delivery and performance of this Agreement and
     the performance of the Company's obligations under this
     Agreement.

(g)  Share  Capital - The authorized capital of the  Company
     consists of an unlimited number of common shares and an
     unlimited number of preference shares without par value
     issuable in series of which 200 are designated as Series 1
     of which there will be at Closing no more than 25,000,000
     common  shares and 117.7 preference shares  issued  and
     outstanding.

(h)  Shareholders - Schedule "A" hereto contains a  complete
     and accurate list of each registered holder of issued and
     outstanding Shares and sets out the residence or principal
     place of business of each holder.  The Vendors are the sole
     registered holders and beneficial owners of all of  the
     issued and outstanding common shares of the Company in the
     amounts set out in Schedule "A" hereto.

(i)  No  Encumbrances - The Shares are free and clear of all
     Encumbrances other than Permitted Encumbrances.

(j)  Shares  Validly Issued - The Shares have  been  validly
     issued and are outstanding as fully paid and non-assessable.

(k)  No  Options  - Except as set out in this Agreement,  no
     Person has any agreement, warrant, option or right, or a
     right capable of becoming an agreement:

     (i)  for the purchase of the Shares;

     (ii) to require the Company to issue any further or other
          shares in its capital or to convert or exchange any
          securities into or for shares in the capital of the Company;

     (iii)      for the purchase, subscription, allotment or
          issuance of any of the unissued shares in the capital of the
          Company; or

     (iv) to require the Company to purchase, redeem or otherwise
          acquire any of the issued and outstanding shares in the
          capital of the Company.

(l)  No  Breach - To the best of its knowledge, the  Company
     is  not in breach or violation of any laws, ordinances,
     statutes, regulations, by-laws, judgments, orders or decrees
     to  which it is subject or which apply to it or of  any
     patents, copyrights, trade-marks or licenses held by any
     other Person.

(m)  Permits - To the best of its knowledge, the Company has
     obtained all permits, certificates, approvals, registrations
     and licenses which are required for the operation of the
     Business  as  it is presently being conducted,  and  no
     violations  thereof  have been experienced,  noted,  or
     recorded, and no proceeding is pending or threatened to
     revoke or limit any of them.

(n)  Subsidiaries  -  The  following  table  sets  out   the
     subsidiaries of the Company and the Company's interest in
     them:

          Name of Subsidiary     Percentage of Issued and
                                 Outstanding Common Shares
                                 Owned
          Cynaptec   Information 100%(1)
          Systems Inc.
          InteliSys     Aviation 53.125%
          Systems Inc.

         (1)    Does  not  include  250  Class  A  Preferred
         Shares.

     Cynaptec  Information Systems Inc. owns  the  remaining
     46.875%  of InteliSys Aviation Systems Inc.  Except  as
     set  out  above, the Company does not own, directly  or
     indirectly, any shares or interest in any other Person.

(o)  Constating Documents - The Constating Documents of  the
     Company have not been altered since the incorporation of the
     Company except as disclosed in the minute books of  the
     Company.

(p)  Corporate  Records - All material transactions  of  the
     Company have been promptly and properly recorded or filed in
     or with its respective books and records, and the minute
     books of the Company contain all records of the meetings and
     proceedings of shareholders and directors thereof.

(q)  Financial   Statements   -  The   Company's   Financial
     Statements are substantially true and correct in  every
     material respect and present fairly the financial position
     of the Company and the results of its operations for the
     periods then ended, in accordance with U.S. GAAP applied on
     a consistent basis.

(r)  No  Material  Changes - Since the  end  of  the  period
     reported on in the Company's Financial Statements,  the
     Company has carried on its business in the Ordinary Course
     of Business and there have been no Material Adverse Changes.

(s)  Business in the Ordinary Course - Since the end of  the
     period reported on in the Company's Financial Statements,
     the  Company has conducted the Business in the ordinary
     course and has maintained the Assets in good condition,
     repair and working order and suitable in all respects for
     the use to which they are intended.

(t)  No  Dividends  - No dividends or other distribution  on
     any shares in the capital of the Company have been made,
     declared or authorized.

(u)  Bankruptcy  /  Liquidation - No proceedings  have  been
     taken, are pending or have been authorized, and no receiver
     or trustee has been appointed for the Company by the Company
     or  by  any  other person in respect to the bankruptcy,
     insolvency, liquidation, dissolution or winding up of the
     Company.

(v)  Litigation   -   There  are  no  judgements,   decrees,
     injunctions, rulings or orders of any court, arbitrator,
     federal, provincial, state, municipal or other governmental
     authority, department, commission, board, bureau or agency,
     or any actions, suits, grievances or proceedings (whether or
     not  on  behalf of the Company) commenced,  pending  or
     threatened against or relating to the Company which may
     result in the imposition of a Encumbrance on the Shares,
     impose material liabilities on the Company, or which may
     prevent, delay, make illegal or otherwise interfere with the
     consummation of the transactions contemplated  in  this
     Agreement.

(w)  Assets  - The Company has no Assets, including but  not
     limited to real estate, except as set out in Schedule "E"
     hereto and the Company's Financial Statements. The Company
     has good and marketable title or rights to and possession of
     all such Assets free and clear of all Encumbrances, except
     the Permitted Encumbrances.

(x)  Indebtedness - There is no Indebtedness of the  Company
     which  is  not disclosed or reflected in the  Company's
     Financial Statements or Schedule "F" hereto, except that
     incurred in the Ordinary Course of Business since the end of
     the  period  reported  on  in the  Company's  Financial
     Statements.  The Company has not guaranteed, or agreed to
     guarantee, any debt, liability or other obligation of any
     Person.

(y)  Indebtedness  to Directors etc. - The  Company  is  not
     indebted nor under obligation to the directors, officers,
     employees or affiliates of the Company, and specifically the
     Company is not liable to pay any outstanding salaries or
     wages, except in the Ordinary Course of Business, and except
     as  disclosed in the Company's Financial Statements  or
     Schedule "F" hereto.

(z)  Indebtedness  of Directors etc. - No officer,  director
     or employee of the Company is indebted or under obligation
     to the Company on any account whatsoever except as disclosed
     in  the Company's Financial Statements or Schedule  "F"
     hereto.

(aa) Material Contracts - Set out in Schedule "H" is a  true
     and correct listing of the valid and outstanding material
     contracts of the Company.  All of the material contracts set
     out in Schedule "H" have been approved by the Board  of
     Directors of the Company and except as disclosed to Apta and
     the Principals by the Company prior to the date hereof, the
     Company is not in material breach of any of the  terms,
     conditions, covenants or provisions of, is  in  default
     under, or has done or omitted to do anything which, with the
     giving of notice or lapse of time or both, would constitute
     a breach of or default under any Contract.

(bb) Taxes  -  All tax returns, filings and reports  of  the
     Company  required by law to be filed prior to the  date
     hereof, all returns and filings pertaining to compensation
     of  employees  of the Company for job-related  injuries
     required and any other tax returns applicable to the Company
     have been filed and are true, complete and correct. The
     Company is not now and at the Closing Date will not be in
     arrears or in default in respect of the filing  of  any
     required federal, state, provincial or municipal tax or
     other return,  and to the best of the Company's knowledge,
     no such return contains any mis-statement or conceals any
     statement  that should have been included therein.  The
     Company has withheld and remitted all amounts required to be
     remitted  to  the  applicable tax collecting  authority
     respecting payments to employees or to non-residents or
     otherwise.   All  taxes and other  government  charges,
     including all income, excise, sales, business and property
     taxes and other rates, charges, assessment, levies, duties,
     taxes, contributions, fees and licences required to be paid
     have been paid, and if not required to be paid as at the
     date hereof, have been accrued in the Company's Financial
     Statements.  Adequate provision has been made for taxes
     payable by the Company for which tax returns are not yet
     required to be filed and there are no agreements, waivers or
     other arrangements providing for an extension of time with
     respect to the filing of any tax return by the Company or
     the payment of any tax, governmental charge or deficiency by
     the Company. There are no contingent tax liabilities or any
     grounds which would prompt a re-assessment of any taxes paid
     or tax returns filed by the Company.

4.3    Representations  and  Warranties   of   Apta.    Apta
represents  and warrants to the Company  and the  Depositary
as  follows as of the Closing Date and acknowledges that the
Company   and   the   Depositary  are   relying   on   these
representations  and  warranties  in  entering   into   this
Agreement and performing their obligations under the same:

(a)  Due   Incorporation  -   Apta  is  a  corporation  duly
     incorporated and validly existing under the laws of the
     State of Delaware and will on the Closing Date be in good
     standing with respect to the filing of annual reports.

(b)  Due  Authorization - The execution and delivery of this
     Agreement and the completion of the transaction contemplated
     herein has been duly and validly authorized by all necessary
     corporate action on the part of Apta.

(c)  Capacity - Apta has the power and capacity and good and
     sufficient right and authority to enter into this Agreement
     on the terms and conditions herein set forth, to perform its
     obligations under this Agreement.

(d)  Binding Agreement - This Agreement constitutes a legal,
     valid  and  binding obligation of Apta and the  Vendors
     enforceable against Apta and the Vendors in accordance with
     its  terms except as may be limited by laws of  general
     application affecting the rights of creditors.

(e)  Absence of Conflict - Apta is not a party to, bound  or
     affected by any agreement which would be violated, breached
     or  terminated by, or which would result in creation or
     imposition of any Encumbrance upon any of the Shares or
     assets  of  Apta as a consequence of the execution  and
     delivery of this Agreement or the consummation  of  the
     transactions   contemplated  in  this  Agreement.   The
     consummation of transactions contemplated herein do not and
     will  not conflict with, or result in a breach  of,  or
     constitute a default under the terms or conditions of any
     Constating Documents of Apta, any court or administrative
     order or process, any agreement or instrument to which Apta
     is party or by which it is bound.

(f)  Regulatory  Approvals - No governmental  or  regulatory
     authorization, approval, order, consent  or  filing  is
     required  on  the part of Apta in connection  with  the
     execution, delivery and performance of this Agreement and
     the performance of Apta's obligations under this Agreement.

(g)  Reporting  Issuer Status - Apta is a reporting  company
     in the United States under U.S. Securities Law, but is not a
     "reporting issuer" in any province of territory of Canada,
     as that term is defined in Canadian Securities Law (the
     foregoing state of affairs being hereinafter known as the
     "Reporting Issuer Status").

(h)  Listing  Status - The common shares of Apta are  quoted
     for trading on the Bulletin Board under the symbol "APTA".
     Apta is in good standing with the Bulletin Board and is not
     in default under any of its rules, policies or by-laws (the
     foregoing state of affairs being hereinafter known as the
     "Listing Status").

(i)  Share  Capital - As of the Closing Date the  authorized
     share capital of Apta shall consist of at least 50,000,000
     common shares of par value $0.001 per share and at least
     1,000 preference shares issuable in series of which no more
     than 3,000,000 common shares and one Series "A" preference
     share  having  the rights, privileges and  restrictions
     specified for the Special Voting Share shall be issued and
     outstanding as of the Closing Date.

(j)  Apta Shares - The Apta Shares to be issued to the Group
     A Vendors at Closing and to the Group B Vendors in exchange
     for the Exchangeable Shares will be validly issued as fully-
     paid and non-assessable.

(k)  No  Options  - Except as set out in this Agreement,  no
     Person has any agreement, warrant, option or right, or a
     right capable of becoming an agreement:

     (i)  for the purchase of the shares of Apta;

     (ii) to  require  Apta  to issue any further  or  other
          shares  in  its capital or to convert or  exchange
          any  securities into or for shares in the  capital
          of Apta;

     (iii)      for the purchase, subscription, allotment or
          issuance  of  any of the unissued  shares  in  the
          capital of Apta; or

     (iv) to  require Apta to purchase, redeem or  otherwise
          acquire  any of the issued and outstanding  shares
          in the capital of Apta.

(l)  No  Breach - To the best of its knowledge, Apta is  not
     in breach or violation of any laws, ordinances, statutes,
     regulations, by-laws, judgments, orders or decrees to which
     it  is  subject or which apply to it or of any patents,
     copyrights, trade-marks or licenses held by  any  other
     Person.

(m)  Permits  -  To  the  best of its  knowledge,  Apta  has
     obtained all permits, certificates, approvals, registrations
     and licenses which are required for the operation of the
     business presently being carried on by it, and no violations
     thereof have been experienced, noted, or recorded, and no
     proceeding is pending or threatened to revoke or limit any
     of them.

(n)  Subsidiaries  -  The  following  table  sets  out   the
     subsidiaries of Apta and Apta's interest in them:

          Name of Subsidiary        Percentage of Issued
                                    and Outstanding Shares
                                    Owned
          Beran Corp.               80%
          InteliSys    Acquisition  100%
          Inc.
          InteliSys (Nova  Scotia)  100%
          Company

     Except as set out above, Apta does not own, directly or
     indirectly, any shares or interest in any other Person.

(o)  Constating Documents - The Constating Documents of Apta
     have not been altered since the incorporation of Apta except
     as disclosed in the minute books of Apta.

(p)  Corporate Records - All material transactions  of  Apta
     have been promptly and properly recorded or filed in or with
     its respective books and records, and the minute books of
     Apta contain all records of the meetings and proceedings of
     shareholders and directors thereof.

(q)  Financial Statements - Apta's Financial Statements  are
     substantially true and correct in every material respect and
     present  fairly the financial position of Apta and  the
     results of its operations for the periods then ended, in
     accordance with U.S. GAAP applied on a consistent basis.

(r)  No  Material  Changes - Since the  end  of  the  period
     reported on in Apta's Financial Statements, Apta has carried
     on its business in the Ordinary Course of Business and there
     have been no Material Adverse Changes.

(s)  Business in the Ordinary Course - Since the end of  the
     period reported on in Apta's Financial Statements, Apta has
     conducted the Business in the ordinary course  and  has
     maintained the Assets in good condition, repair and working
     order and suitable in all respects for the use to which they
     are intended.

(t)  No  Dividends  - No dividends or other distribution  on
     any shares in the capital of Apta have been made, declared
     or authorized, except as disclosed by Apta under the U.S.
     Securities Laws.

(u)  Bankruptcy  /  Liquidation - No proceedings  have  been
     taken, are pending or have been authorized, and no receiver
     or trustee has been appointed for Apta by Apta or by any
     other  person in respect to the bankruptcy, insolvency,
     liquidation, dissolution or winding up of Apta.

(v)  Litigation   -   There  are  no  judgements,   decrees,
     injunctions, rulings or orders of any court, arbitrator,
     federal, provincial, state, municipal or other governmental
     authority, department, commission, board, bureau or agency,
     or any actions, suits, grievances or proceedings (whether or
     not on behalf of Apta) commenced, pending or threatened
     against  or  relating to Apta which may result  in  the
     imposition of a Encumbrance on the Apta Shares,  impose
     material liabilities on Apta, or which may prevent, delay,
     make illegal or otherwise interfere with the consummation of
     the transactions contemplated in this Agreement.

(w)  Assets  - Apta has no Assets, including but not limited
     to real estate, except as set out in Schedule "K" hereto and
     Apta's Financial Statements. Apta has good and marketable
     title or rights to and possession of all such Assets free
     and  clear  of  all Encumbrances, except the  Permitted
     Encumbrances.

(x)  Indebtedness - There is no Indebtedness of  Apta  which
     is not disclosed or reflected in Apta's Financial Statements
     or Schedule "L" hereto, except that incurred in the Ordinary
     Course of Business since the end of the period reported on
     in Apta's Financial Statements.  Apta has not guaranteed, or
     agreed to guarantee, any debt, liability or other obligation
     of any Person.

(y)  Indebtedness  to Directors etc. - Apta is not  indebted
     nor under obligation to the directors, officers, employees
     or affiliates of Apta, and specifically Apta is not liable
     to pay any outstanding salaries or wages, except in the
     Ordinary Course of Business, and except as disclosed in
     Apta's Financial Statements or Schedule "L" hereto.

(z)  Indebtedness  of Directors etc. - No officer,  director
     or employee of Apta is indebted or under obligation to Apta
     on any account whatsoever.

(aa) Material Contracts - Set out in Schedule "N" is a  true
     and correct listing of the valid and outstanding material
     contracts of Apta.  All of the material contracts set out in
     Schedule "N" have been approved by the Board of Directors of
     Apta and Apta is not in material breach of any of the terms,
     conditions, covenants or provisions of, is  in  default
     under, or has done or omitted to do anything which, with the
     giving of notice or lapse of time or both, would constitute
     a breach of or default under any Contract.

(bb) Employees - The name of each present employee  of  Apta
     under written employment contract with Apta, the duration of
     the  employment of each such employee with Apta and the
     remuneration, benefit obligations of Apta, and  accrued
     vacation pay in respect of each such employee is accurately
     detailed in the employment agreements set out in Schedule
     "O", and the full amounts of salaries, pensions, bonuses,
     commissions and other remuneration of any nature, including
     revenues pay and unpaid earned wages of the present  or
     former officers, directors, employees, salesmen, consultants
     and agents of Apta, as of the Closing Date, will have been
     paid up to the most recent pay day.

(cc) Remuneration and Benefit Plans - Since the end  of  the
     period reported on in Apta's Financial Statements, Apta has
     not  increased the pay of or paid or agreed to pay  any
     pension, bonus, share of profits or other similar benefit to
     or  for the benefit of any agent, employee, director or
     officer of Apta.  Apta does not have any contracts, pension
     plans, profit sharing plans, bonus plans, undertakings, or
     arrangements whether oral, written or implied with lessees,
     licensees,  managers, accountants,  suppliers,  agents,
     distributors, officers, directors, lawyers, or others which
     cannot  be terminated on not more than one (1)  month's
     notice.  There are no pension, profit sharing, incentive,
     bonus or similar plans or other compensation plans affecting
     Apta and Apta has no unfunded or unpaid liability in respect
     of any such plans except for the monthly remittances paid in
     respect of Employment Insurance, Canada Pension Plan, and
     Workers' Compensation.

(dd) Taxes  -  All tax returns, filings and reports of  Apta
     required by law to be filed prior to the date hereof, all
     returns and filings pertaining to compensation of employees
     of Apta for job-related injuries required and any other tax
     returns applicable to Apta have been filed and are true,
     complete and correct. Apta is not now and at the Closing
     Date will not be in arrears or in default in respect of the
     filing  of  any required federal, state, provincial  or
     municipal tax or other return,  and to the best of Apta's
     knowledge, no such return contains any mis-statement or
     conceals  any statement that should have been  included
     therein. Apta has withheld and remitted all amounts required
     to be remitted to the applicable tax collecting authority
     respecting payments to employees or to non-residents or
     otherwise.   All  taxes and other  government  charges,
     including all income, excise, sales, business and property
     taxes and other rates, charges, assessment, levies, duties,
     taxes, contributions, fees and licences required to be paid
     have been paid, and if not required to be paid as at the
     date  hereof,  have  been accrued in  Apta's  Financial
     Statements.  Adequate provision has been made for taxes
     payable by Apta for which tax returns are not yet required
     to be filed and there are no agreements, waivers or other
     arrangements providing for an extension of time with respect
     to the filing of any tax return by Apta or the payment of
     any tax, governmental charge or deficiency by Apta. There
     are no contingent tax liabilities or any grounds which would
     prompt a re-assessment of any taxes paid or tax returns
     filed by Apta.

(ee) Representations  and Warranties of Subsidiaries  -  The
     representations  and  warranties  of   Exchangeco   and
     NovaScotiaco set out in sections 4.4 and 4.5 below are true
     and accurate.

4.4    Representations   and   Warranties   of   Exchangeco.
Exchangeco  represents and warrants to the Company  and  the
Depositary   as   follows  as  of  the  Closing   Date   and
acknowledges that the Company and the Depositary are relying
on  these  representations and warranties in  entering  into
this  Agreement and performing their obligations  under  the
same:

(a)  Due  Incorporation - Exchangeco is a  corporation  duly
     incorporated and validly existing under the laws of the
     Province of New Brunswick..

(b)  Capacity  to  Enter  Agreement  -  Exchangeco  has  all
     necessary power, authority and capacity to enter into this
     Agreement and perform its obligations hereunder.

(c)  Due  Corporate  Authorization - Exchangeco's  execution
     and delivery of this Agreement and its performance of its
     obligations hereunder have been duly authorized by  all
     necessary proceedings of the directors and shareholders of
     Exchangeco.

(d)  Binding  Obligation  -  This Agreement  has  been  duly
     executed and delivered by Exchangeco and constitutes a valid
     and binding obligation on its part.

(e)  Share  Capital  -  The  authorized  share  capital   of
     Exchangeco consists of an unlimited number of common shares,
     and an unlimited number of Exchangeable Shares, of which 100
     common  shares and no Exchangeable Shares are currently
     issued and outstanding.

(f)  Subsidiary  Status - Apta owns all of  the  issued  and
     outstanding common shares of Exchangeco.

(g)  Due  Issuance - The Exchangeable Shares will be validly
     issued to the Vendors at Closing as fully-paid and non-
     assessable.

(h)  No  Options  - Except as set out in this Agreement,  no
     Person has any agreement, warrant, option or any  right
     capable of becoming an agreement, warrant, option or right
     for the purchase of any of further shares of Exchangeco or
     securities convertible into shares of Exchangeco.

(i)  Absence  of  Conflict - Exchangeco is not a  party  to,
     bound or affected by any agreement which would be violated,
     breached or terminated by, or which would result in creation
     or  imposition  of  any Encumbrance  upon  any  of  the
     Exchangeable Shares  as a consequence of the execution and
     delivery of this Agreement or the consummation  of  the
     transactions contemplated in this Agreement. Exchangeco's
     execution  of  this Agreement and the  consummation  of
     transactions  contemplated herein do not and  will  not
     conflict with, or result in a breach of, or constitute a
     default under the terms or conditions of any Constating
     Documents Exchangeco, any court or administrative order or
     process, any agreement or instrument to which Exchangeco is
     party or by which it is bound.

(j)  Regulatory  Approvals - No governmental  or  regulatory
     authorization, approval, order, consent  or  filing  is
     required on the part of Exchangeco in connection with the
     execution, delivery and performance of this Agreement and
     the  performance of Exchangeco's obligations under this
     Agreement.

(k)  No Litigation - Exchangeco is not aware of, there is no
     basis  for  and there are no actions, suits, judgments,
     investigations or proceedings outstanding or pending or to
     the knowledge of Exchangeco threatened against or affecting
     Exchangeco at law or in equity or before or by any court or
     federal, provincial, state, municipal or other governmental
     authority, department, commission, board, bureau or agency.

(l)  No  Bankruptcy  - No proceedings have been  taken,  are
     pending or authorized by Exchangeco or by any other person
     in  respect to the bankruptcy, insolvency, liquidation,
     dissolution or winding up of Exchangeco.

(m)  Taxes  -   All  tax  returns, filings  and  reports  of
     Exchangeco required by law to be filed prior to the date
     hereof, all returns and filings pertaining to compensation
     of employees of Exchangeco for job-related injuries required
     and any other tax returns applicable to Exchangeco have been
     filed and are true, complete and correct. Exchangeco is not
     now and at the Closing Date will not be in arrears or in
     default in respect of the filing of any required federal,
     state, provincial or municipal tax or other return,  and to
     the best of Exchangeco's knowledge, no such return contains
     any mis-statement or conceals any statement that should have
     been included therein. Exchangeco has withheld and remitted
     all amounts required to be remitted to the applicable tax
     collecting authority respecting payments to employees or to
     non-residents or otherwise.  All taxes and other government
     charges, including all income, excise, sales, business and
     property taxes and other rates, charges, assessment, levies,
     duties, taxes, contributions, fees and licences required to
     be paid have been paid, and if not required to be paid as at
     the date hereof, have been accrued in Exchangeco's Financial
     Statements.  Adequate provision has been made for taxes
     payable by Exchangeco for which tax returns are not yet
     required to be filed and there are no agreements, waivers or
     other arrangements providing for an extension of time with
     respect to the filing of any tax return by Exchangeco or the
     payment of any tax, governmental charge or deficiency by
     Exchangeco. There are no contingent tax liabilities or any
     grounds which would prompt a re-assessment of any taxes paid
     or tax returns filed by Exchangeco.

4.5    Representations  and  Warranties   of   Novascotiaco.
Novascotiaco represents and warrants to the Company and  the
Depositary   as   follows  as  of  the  Closing   Date   and
acknowledges that the Company and the Depositary are relying
on  these  representations and warranties in  entering  into
this  Agreement and performing their obligations  under  the
same:

(n)  Due   Incorporation  -  Novascotiaco  is  an  unlimited
     liability company duly formed and validly existing under the
     laws of the Province of Nova Scotia.

(o)  Capacity  to  Enter  Agreement - Novascotiaco  has  all
     necessary power, authority and capacity to enter into this
     Agreement and perform its obligations hereunder.

(p)  Due  Corporate Authorization - Novascotiaco's execution
     and delivery of this Agreement and its performance of its
     obligations hereunder have been duly authorized by  all
     necessary proceedings of the directors and shareholders of
     Novascotiaco.

(q)  Binding  Obligation  -  This Agreement  has  been  duly
     executed and delivered by Novascotiaco and constitutes a
     valid and binding obligation on its part.

(r)  Share  Capital  -  The  authorized  share  capital   of
     Novascotiaco consists of an unlimited number of  common
     shares, of which 100 common shares are currently issued and
     outstanding.

(s)  Subsidiary  Status - Apta owns all of  the  issued  and
     outstanding common shares of Novascotiaco.

(t)  No  Options  - Except as set out in this Agreement,  no
     Person has any agreement, warrant, option or any  right
     capable of becoming an agreement, warrant, option or right
     for the purchase of any of further shares of Novascotiaco or
     securities convertible into shares of Novascotiaco.

(u)  Absence  of Conflict - Novascotiaco is not a party  to,
     bound or affected by any agreement which would be violated,
     breached or terminated by, or which would result in creation
     or  imposition  of  any Encumbrance  upon  any  of  the
     Exchangeable Shares  as a consequence of the execution and
     delivery of this Agreement or the consummation  of  the
     transactions contemplated in this Agreement. Novascotiaco's
     execution  of  this Agreement and the  consummation  of
     transactions  contemplated herein do not and  will  not
     conflict with, or result in a breach of, or constitute a
     default under the terms or conditions of any Constating
     Documents Novascotiaco, any court or administrative order or
     process, any agreement or instrument to which Novascotiaco
     is party or by which it is bound.

(v)  Regulatory  Approvals - No governmental  or  regulatory
     authorization, approval, order, consent  or  filing  is
     required on the part of Novascotiaco in connection with the
     execution, delivery and performance of this Agreement and
     the performance of Novascotiaco's obligations under this
     Agreement.

(w)  No  Litigation - Novascotiaco is not aware of, there is
     no basis for and there are no actions, suits, judgments,
     investigations or proceedings outstanding or pending or to
     the  knowledge  of Novascotiaco threatened  against  or
     affecting Novascotiaco at law or in equity or before or by
     any court or federal, provincial, state, municipal or other
     governmental authority, department, commission,  board,
     bureau or agency.

(x)  No  Bankruptcy  - No proceedings have been  taken,  are
     pending or authorized by Novascotiaco or by any other person
     in  respect to the bankruptcy, insolvency, liquidation,
     dissolution or winding up of Novascotiaco.

(y)  Taxes  -   All  tax  returns, filings  and  reports  of
     Novascotiaco required by law to be filed prior to the date
     hereof, all returns and filings pertaining to compensation
     of  employees of Novascotiaco for job-related  injuries
     required  and  any  other  tax  returns  applicable  to
     Novascotiaco have been filed and are true, complete and
     correct. Novascotiaco is not now and at the Closing Date
     will not be in arrears or in default in respect of  the
     filing  of  any required federal, state, provincial  or
     municipal  tax  or other return,  and to  the  best  of
     Novascotiaco's knowledge, no such return contains any mis-
     statement or conceals any statement that should have been
     included therein. Novascotiaco has withheld and remitted all
     amounts  required to be remitted to the applicable  tax
     collecting authority respecting payments to employees or to
     non-residents or otherwise.  All taxes and other government
     charges, including all income, excise, sales, business and
     property taxes and other rates, charges, assessment, levies,
     duties, taxes, contributions, fees and licences required to
     be paid have been paid, and if not required to be paid as at
     the  date  hereof, have been accrued in  Novascotiaco's
     Financial Statements.  Adequate provision has been made for
     taxes payable by Novascotiaco for which tax returns are not
     yet  required to be filed and there are no  agreements,
     waivers or other arrangements providing for an extension of
     time  with  respect to the filing of any tax return  by
     Novascotiaco or the payment of any tax, governmental charge
     or deficiency by Novascotiaco. There are no contingent tax
     liabilities  or any grounds which would  prompt  a  re-
     assessment  of any taxes paid or tax returns  filed  by
     Novascotiaco.

4.6   Representations  and  Warranties  of  the  Principals.
Each Principal hereby represents and warrants to the Company
and  the  Vendors  as follows as of the  Closing  Date,  and
acknowledges that the Company and the Vendors are relying on
these  representations and warranties in entering into  this
Agreement and performing their obligations under the same:

(a)  Capacity  and Authority- The Principal has full  power,
     right and authority to enter into this Agreement and to
     perform his obligations under it. If an individual, the
     Principal has attained the age of majority.  If not  an
     individual, the Principal has been duly formed  and  is
     validly existing under the laws of its jurisdiction  of
     incorporation, and execution and delivery of this Agreement
     and the Principal's performance of its obligations hereunder
     have been duly authorized by all necessary proceedings of
     the  directors,  shareholders, trustees, beneficiaries,
     partners or members of the Principal, and the individual
     signing this Agreement on behalf of the Principal has the
     authority  to  do so and to bind the Principal  by  his
     signature.

(b)  Absence of Conflict - The Principal is not a party  to,
     bound or affected by any agreement which would be violated,
     breached or terminated by, or as a consequence  of  the
     execution and delivery of this Agreement or the consummation
     of the transactions contemplated in this Agreement. The
     consummation of transactions contemplated herein do not and
     will  not conflict with, or result in a breach  of,  or
     constitute a default under the terms or conditions of any
     Constating  Documents  of  the  Principal  (if  not  an
     individual), any court or administrative order or process,
     any agreement or instrument to which the Principal is party
     or by which it is bound.

(c)  Regulatory  Approvals - No governmental  or  regulatory
     authorization, approval, order, consent  or  filing  is
     required on the part of the Principal or the Company, in
     connection with the execution, delivery and performance of
     this  Agreement and the performance of the  Principal's
     obligations under this Agreement.

(d)  Binding Agreement - This Agreement constitutes a legal,
     valid and binding obligation of the Principal enforceable
     against the Principal in accordance with its terms except as
     may be limited by laws of general application affecting the
     rights of creditors.

(e)  Bankruptcy  /  Liquidation - No proceedings  have  been
     taken, are pending or have been authorized, and no receiver
     or  trustee has been appointed for the Principal by the
     Principal  or  by any other person in  respect  to  the
     bankruptcy, insolvency, liquidation, dissolution or winding
     up of the Principal.

(f)  Litigation   -   There  are  no  judgements,   decrees,
     injunctions, rulings or orders of any court, arbitrator,
     federal, provincial, state, municipal or other governmental
     authority, department, commission, board, bureau or agency,
     or any actions, suits, grievances or proceedings (whether or
     not  on behalf of the Principal) commenced, pending  or
     threatened against or relating to the Principal which may
     result in the imposition of a Encumbrance on the Shares or
     which  may  prevent, delay, make illegal  or  otherwise
     interfere  with  the consummation of  the  transactions
     contemplated in this Agreement.

(g)  Representations   and  Warranties   of   Apta   -   The
     representations and warranties of Apta, Exchangeco  and
     NovaScotiaco set out in sections 4.3, 4.4 and 4.5 above are
     true and accurate.

4.7    Survival  of  Representations  and  Warranties.   All
representations and warranties contained in  this  Agreement
shall survive the Closing for a period of one (1) year  from
the  Closing Date, after which time, if no claim shall  have
been  made against a Party with respect to any incorrectness
in  or  breach of any representation or warranty, that Party
shall  have  no further liability under this Agreement  with
respect to that representation or warranty.

4.8   Certificates and Instruments Included.  All statements
contained in any certificate or any instrument delivered  by
or  on  behalf of a Party pursuant to or in connection  with
the  transactions  contemplated by this Agreement  shall  be
deemed to be made by such Party under this Agreement.

                 ARTICLE 5 - CLOSING MATTERS

5.1   Date, Time and Place of Closing.    The Closing  shall
take  place at the Closing Time on the Closing Date at 10:00
a.m.,  or  at such other place as the Parties may agree  on.
If  the  transactions contemplated herein do  not  close  by
December  31, 2002, then this Agreement shall be  terminated
unless  the  Parties  mutually agree to extend  the  Closing
Date.   Provided,  however,  if all  of  the  conditions  to
closing have been met, other than the governmental approvals
required   by  Paragraphs  5.2(d)  and  5.3(d),    Consents,
Authorizations and Registrations, the Closing Date shall  be
automatically  extended until such time  as  such  approvals
have  been  obtained.  If the Closing Date is  so  extended,
December 31, 2002 shall be deemed the Effective Date of this
Agreement.

5.2   Conditions for Apta's, Exchangeco's and NovaScotiaco's
Benefit.   Apta, Exchangeco and NovaScotiaco  shall  not  be
obliged  to  complete  the purchase of  the  Shares  or  the
issuance  of the Apta Shares and Exchangeable Shares  unless
each  of  the following conditions shall have been satisfied
on or before the Closing Date:

(a)  Accuracy  of Representations - The representations  and
     warranties of the Vendors and the Company set forth  in
     sections 4.1 and 4.2 above shall be true and correct as of
     the  Closing Date, except as those representations  and
     warranties may be affected by the occurrence of events or
     transactions expressly contemplated and permitted by this
     Agreement, including, without limitation, those in  the
     ordinary  course of business, and Apta, Exchangeco  and
     NovaScotiaco shall have received certificates from each of
     the Depositary and the Company confirming the foregoing.

(b)  Performance  of Obligations  - The Depositary  and  the
     Company  shall  have performed all of  the  obligations
     hereunder  to be performed by them at or prior  to  the
     Closing, and shall not be in breach of any provision of this
     Agreement.

(c)  Deliveries  -The  Depositary shall  have  delivered  or
     caused to be delivered to the direction of Exchangeco and/or
     NovaScotiaco (as provided in section 2.2. above) possession
     of the Shares free and clear of any Encumbrances, other than
     Permitted Encumbrances, together with all endorsements and
     documents required to authorize or give effect to  said
     transfer.  The Company shall have delivered or caused to be
     delivered to Apta, Exchangeco and NovaScotiaco all items
     required to be delivered by it at Closing under section 5.4
     below.

(d)  Consents,  Authorizations  and  Registrations   -   All
     consents, approvals, orders and authorizations of, from or
     notifications to any Persons or Governmental Authorities
     required (if any) in connection with the completion of any
     of the transactions contemplated by this Agreement, the
     execution of this Agreement, the Closing or the performance
     of any of the terms and conditions of this Agreement shall
     have been obtained on or before the Closing Date.

(e)  No  Claims  -  There  shall be no injunction  or  order
     issued  preventing, and no pending or threatened claim,
     action,   litigation   or   proceeding,   judicial   or
     administrative, or investigation against any Party by any
     Governmental  Authority or Person for  the  purpose  of
     enjoining or preventing the consummation of this Agreement,
     or  otherwise  claiming  that  this  Agreement  or  the
     consummation thereof is improper or would give rise  to
     proceedings under any statute or rule of law.

(f)  No Material Changes - There shall have been no Material
     Adverse  Change  in the business, assets,  liabilities,
     prospects, operations of the Company, and the Company shall
     not have sold or pledged any assets, issued any shares or
     entered into any transactions outside the Ordinary Course of
     Business.

(g)  Opinion  - Counsel for the Company shall have delivered
     an opinion addressed to Apta, Exchangeco and NovaScotiaco in
     form, content and scope satisfactory to Apta's counsel, with
     respect to: the incorporation and existence of the Company;
     the authorized and issued capital of the  Company; the due
     authorization, execution and delivery of this Agreement by
     the  Company; the validity and due authorization of the
     transfer of the Shares to Exchangeco and/or NovaScotiaco (as
     provided  in  section 2.2. above), the compliance  with
     Canadian Securities Law of the issuance of Exchangeable
     Shares and/or Apta Shares to the Vendors pursuant to the
     transactions contemplated in this Agreement; and such other
     matters as counsel to Apta may reasonably request.

If  any  one or more of the foregoing conditions  shall  not
have  been fulfilled on or before the Closing Date, any  one
of  Apta,  Exchangeco  or NovaScotiaco  may  terminate  this
Agreement by notice in writing to the other Parties in which
event  Apta, Exchangeco and NovaScotiaco  shall be  released
from  all  obligations  under  this  Agreement  and  (unless
Exchangeco  can  show that the condition relied  upon  could
reasonably  have  been performed by the other  parties)  the
other  Parties  shall also be released from all  obligations
hereunder;  provided,  however, that the  Party  terminating
this  Agreement  shall be entitled to waive compliance  with
any one or more of such conditions in whole or in part if it
shall  see fit to do so, without prejudice to its rights  of
termination in the event of the non-fulfilment of any  other
condition in whole or in part.

5.3   Conditions for the Vendors' Benefit.  The  Vendors  or
the Company shall not be obliged to complete the sale of the
Shares  unless each of the following conditions  shall  have
been satisfied on or before the Closing Date:

(a)  Accuracy  of Representations - The representations  and
     warranties  of Apta, Exchangeco, NovaScotiaco  and  the
     Principals set forth in sections 4.3, 4.4, 4.5 and 4.6 above
     shall be true and correct as of the Closing Date, except as
     those representations and warranties may be affected by the
     occurrence of events or transactions expressly contemplated
     and  permitted  by  this Agreement, including,  without
     limitation, those in the ordinary course of business, and
     Apta, Exchangeco, NovaScotiaco and the Principals shall have
     provided certificates confirming the foregoing.

(b)  Performance   of   Obligations   -  Apta,   Exchangeco,
     NovaScotiaco and the Principals shall have performed all of
     the obligations hereunder to be performed by it at or prior
     to  the Closing. Apta, Exchangeco, NovaScotiaco and the
     Principals shall not be in breach of any provision of this
     Agreement.

(c)  Deliveries  -  Exchangeco and NovaScotiaco  shall  have
     delivered or caused to be delivered to the direction of the
     Vendors possession of the Exchangeable Shares and the Apta
     Shares, respectively, free and clear of any Encumbrances,
     together with all endorsements and documents required to
     authorize  or  give  effect to  said  transfer.   Apta,
     Exchangeco, NovaScotiaco and the Principals shall  have
     delivered or caused to be delivered to the Depositary and
     the Vendors all items required to be delivered by it at
     Closing under section 5.4 below.

(d)  Consents,  Authorizations  and  Registrations   -   All
     consents, approvals, orders and authorizations of, from or
     notifications to any Persons or Governmental Authorities
     required (if any) in connection with the completion of any
     of the transactions contemplated by this Agreement, the
     execution of this Agreement, the Closing or the performance
     of any of the terms and conditions of this Agreement shall
     have been obtained on or before the Closing Date.

(e)  No  Claims  -  There  shall be no injunction  or  order
     issued  preventing, and no pending or threatened claim,
     action,   litigation   or   proceeding,   judicial   or
     administrative, or investigation against any Party by any
     Governmental  Authority or Person for  the  purpose  of
     enjoining or preventing the consummation of this Agreement,
     or  otherwise  claiming  that  this  Agreement  or  the
     consummation thereof is improper or would give rise  to
     proceedings under any statute or rule of law.

(f)  No Material Changes - There shall have been no Material
     Adverse  Change  in the business, assets,  liabilities,
     prospects, operations, of Apta Exchangeco and NovaScotiaco.
     There shall have been no Material Adverse Change in the
     Listing Status or Reporting Issuer Status of Apta.  Apta
     shall not have issued any shares or entered into any transac
     tions outside the Ordinary Course of Business.

(h)  Opinion  -  Counsel  for Apta shall have  delivered  an
     opinion addressed to the Vendors and the Company in form,
     content and scope satisfactory to the Company's counsel,
     with respect to: the incorporation and existence of Apta,
     Exchangeco and NovaScotiaco; the authorized and  issued
     capital  of Apta, Exchangeco and NovaScotiaco; the  due
     authorization, execution and delivery of this Agreement, the
     Support  Agreement and the Voting and  Exchange  Agency
     Agreement by Apta, Exchangeco and NovaScotiaco; the validity
     of the issuance of the Apta Shares and the Exchangeable
     Shares issuable pursuant to section 2.2 above; the  due
     authorization of the issuance of Apta Shares  upon  the
     exchange,  redemption or retraction of the Exchangeable
     Shares; and such other matters as counsel to the Company may
     reasonably request.

(g)  Assets and Indebtedness - Apta and the Principals shall
     have entered into the Asset Sale Consulting Agreement and
     Apta shall have sufficient Assets (including shares of its
     subsidiaries)  other  than Assets acquired  under  this
     Agreement, to repay all Indebtedness accrued  prior  to
     Closing or in connection with this Agreement.

If  any  one or more of the foregoing conditions  shall  not
have  been fulfilled on or before the Closing Date, any  one
of  the  Depositary on behalf of the Vendors or the  Company
may  terminate this Agreement by notice in writing to  Apta,
Exchangeco and NovaScotiaco in which event all Parties shall
be released from all obligations under this Agreement unless
the  Party giving notice can show that the condition  relied
upon  could  reasonably  have been performed  by  the  other
Parties; provided, however, that the Party entitled to  give
notice shall be entitled to waive compliance with any one or
more of such conditions in whole or in part if it shall  see
fit  to  do  so,  without  prejudice  to  their  rights   of
termination in the event of the non-fulfilment of any  other
condition in whole or in part.

5.4  Deliveries on Closing. On the Closing Date:

(a)  Exchangeco will deliver to the Group B Vendors,  or  as
     directed   by   the   Group  B  Vendors,   certificates
     representing the Exchangeable Shares in accordance with
     section 2.2. above;

(b)  Apta  will  deliver  to  the Group  A  Vendors,  or  as
     directed   by   the   Group  A  Vendors,   certificates
     representing the Apta Shares in accordance with section
     2.2. above;

(c)  the  Group B Vendors will deliver to Exchangeco, or  as
     directed by Exchangeco, certificates representing their
     Shares duly signed off for transfer, together with  all
     other   documentation  required to  transfer  title  to
     their  Shares  to  or to the direction  of  Exchangeco,
     provided that if there are no certificates representing
     the Shares, the Depositary shall deliver to Exchangeco,
     or  as  directed by Exchangeco, an executed stock power
     of  attorney or other document evidencing the  transfer
     of  the  Shares from the Group B Vendors to or  to  the
     direction of Exchangeco;

(d)  the  Group  A  Vendors  will deliver  to  Apta,  or  as
     directed  by  Apta,  certificates  representing   their
     Shares duly signed off for transfer, together with  all
     other   documentation  required to  transfer  title  to
     their  Shares to or to the direction of Apta,  provided
     that  if  there  are no certificates  representing  the
     Shares, the Depositary shall deliver to Exchangeco,  or
     as  directed by Exchangeco, an executed stock power  of
     attorney  or other document evidencing the transfer  of
     the  Shares  from  the Group A Vendors  to  or  to  the
     direction of Exchangeco;

(e)  Apta,  Exchangeco  and Novascotiaco  shall  execute  or
     deliver an executed Support Agreement;

(f)  Apta, Exchangeco and the Voting Agent shall execute and
     deliver the Voting and Exchange Agency Agreement;

(g)  Apta   and  the  Principals  shall  deliver  sequential
     resignations  in  writing  of  those  of  its   current
     directors and officers who have been designated by  the
     Vendors,  and  sequential appointments of  the  persons
     designated  by  the  Depositary as  new  directors  and
     officers of Apta;

(h)  Apta  and the Principals shall execute and deliver  the
     Asset Sale Consulting Agreement;

(i)  the  Principals  shall  deliver  to  Apta  an  executed
     Principals' Guarantee;

(j)  Apta shall deliver:

     (i)  its  minute book, Constating Documents and general
          corporate   records,  including  all  minutes   of
          shareholder and director meetings;
     (ii) a  list of its shareholders as of the Closing Date
          prepared  by  its  transfer  agent  including  the
          latest  "DTC"  list  from  the  Depository   Trust
          Corporation and any other intermediary;
     (iii)     filing receipt from the State of Delaware and
          a certificate from the State of Delaware attesting
          to its corporate existence and good standing;
     (iv) the  legal  opinion referred to in section  5.3(g)
          above;
     (v)  the certificates of Apta, Exchangeco, NovaScotiaco
          and  the Principals referred to in section  5.3(a)
          above; and
     (vi) such   other   documents  as  may  reasonably   be
          requested by the Company or its counsel.

(k)  the Company shall deliver:

     (i)  its  minute book, Constating Documents and general
          corporate   records,  including  all  minutes   of
          shareholder and director meetings;
     (ii) filing  receipt  from  the  its  jurisdiction   of
          incorporation   and   a   certificate   from   its
          jurisdiction  of  incorporation attesting  to  its
          corporate existence and good standing;
     (iv) the  legal  opinion referred to in section  5.2(g)
          above;
     (v)  the certificates of the Depositary and the Company
          referred to in section 5.2(a) above;
     (vi) a    detailed   business   plan   with   financial
          projections;
     (vii)      the Company's Financial Statements, prepared
          in accordance with U.S. GAAP;
     (viii)     a  list  of  the persons to be appointed  as
          directors and officers of Apta at Closing, and all
          consents, affidavits or other documents as may  be
          required to evidence such persons' consent to  act
          as directors and officers of Apta; and
     (ix) such   other   documents  as  may  reasonably   be
          requested by Apta or its counsel.

               ARTICLE 6 -TRANSACTION EXPENSES

6.1   Except for the provisions of section 3.10 above,  each
Party  to  this Agreement will bear all costs  and  expenses
incurred by it in negotiating this Agreement and in  closing
and  carrying  out  the  transactions contemplated  by  this
Agreement save and except the Vendors which shall be to  the
account  of the Company.  All costs and expenses related  to
satisfying   any  condition  or  fulfilling   any   covenant
contained in this Agreement will be borne by the party whose
responsibility it is to satisfy the condition or fulfil  the
covenant in question.

                 ARTICLE 7 - CONFIDENTIALITY

7.1   Confidentiality.   Each  Party  (referred  to  as  the
"Receiving Party" in this Article 7 acknowledges and  agrees
that the information which it receives from any of the other
Parties  (referred  to  as the "Disclosing  Party"  in  this
Article 7), is and shall be confidential and proprietary  to
the  Disclosing Party (the "Confidential Information").  The
Receiving  Party  agrees  not to disclose  the  Confidential
Information  to any third party, nor to use the Confidential
Information  for any purpose other than the  performance  of
its obligations under this Agreement and any other agreement
with the Disclosing Party, without the prior written consent
of  the  Disclosing Party.  The Receiving  Party  agrees  to
restrict    dissemination    of   particular    Confidential
Information to only those persons in its organization, or to
its legal counsel, who must have access to such Confidential
Information in order for the Receiving Party to perform  its
obligations  under  this Agreement and any  other  agreement
with  the Disclosing Party. The Receiving Party shall  cause
every   employee  or  third  party  to  whom  it   discloses
Confidential Information as permitted hereunder to abide  by
the   foregoing   confidentiality   provisions.   Upon   the
termination  of  this Agreement, the Receiving  Party  shall
promptly  return  such  confidential  information  (and  any
copies,  extracts and summaries thereof) to  the  Disclosing
Party or, with the Disclosing Party's written consent, shall
promptly  destroy  such confidential  information  (and  any
copies, extracts and summaries thereof) and, with respect to
electronically stored copies, delete such records  from  any
storage unit.  The Receiving Party's obligations under  this
Article  8  shall  come into effect on the date  hereof  and
shall continue indefinitely.

7.2   Exclusions.   The Receiving Party's  obligations  with
regard  to the Confidential Information shall not  apply  in
respect of such information that:

(a)  the Disclosing Party authorizes the Receiving Party  to
     disclose   to   third   parties   by   prior    written
     authorization;

(b)  is  or  becomes  available in the public domain,  other
     than  by  an act or omission of the Receiving Party  or
     any  employee, agent or other person acting for  or  on
     behalf of the Receiving Party;

(c)  is  lawfully  acquired  by  the  Receiving  Party  from
     another source without restriction; or

(d)  is  ordered  to be disclosed by a court, administrative
     agency  or  other  governmental body with  jurisdiction
     over  the  parties, provided the Receiving  Party  will
     first  have  provided the Disclosing Party with  prompt
     written  notice  of such required disclosure  and  will
     take reasonable steps to allow the Disclosing Party  to
     seek   a   protective  order  with   respect   to   the
     confidentiality  of  the  information  required  to  be
     disclosed.   The  Receiving  Party  will  promptly  co-
     operate  with  and  assist  the  Disclosing  Party   in
     connection with obtaining such protective order, at the
     Disclosing Party's expense.

7.3   Exemption for 8-K Filing.  Nothing in this  Article  7
shall prevent the filing of a form 8-K with the SEC together
with  a  press  release mutually acceptable to  the  Parties
which shall also be filed as an exhibit to the Form 8-K, and
the  disclosure of all information required to be  disclosed
therein  under  U.S.  Securities Law,  as  provided  for  in
section 3.8 above.

                     ARTICLE 8 - GENERAL

8.1   Entire  Agreement. This Agreement, together  with  the
agreements  and other documents to be delivered pursuant  to
this Agreement, constitutes the entire agreement between the
Parties  pertaining to the matters contemplated  herein  and
supersedes    all    prior    agreements,    understandings,
negotiations  and discussions, whether oral or written,  and
there   are   no  warranties,  representations   and   other
agreements  between  the  Parties  in  connection  with  the
subject  matter hereof except as specifically set  forth  in
this  Agreement  or any other agreement or  document  to  be
delivered pursuant to this Agreement.

8.2   Notices.   All  notices, requests, demands  and  other
communications hereunder must be made in writing and will be
deemed to have been duly given if delivered by courier, sent
by prepaid registered mail addressed to the addressee at the
address appearing on the first page hereof or to such  other
address as may be given in writing by the Party, or sent  by
facsimile  transmission to the fax number of  the  addressee
given  below or to such other fax number as may be given  in
writing by the Party:

(a)  to the Depositary or the Company: (506) 533-1470

     with a copy to:

     Carbonaro Sugar Szweras LLP
     Barristers and Solicitors
     390 Bay Street, Suite 1600
     Toronto, Ontario, M5H 2Y2
     Tel.:     (416) 368-2500
     Fax: (416) 368-0909

(b)   to  Apta, Exchangeco, NovaScotiaco or the  Principals:
(856) 727-0128

     with a copy to:

     Stephen M. Robinson, Esq.
     Stephen M. Robinson, P.A.
     126 Wharton Court
     Shamong, New Jersey, 08088
     Tel.:          (856) 596-8660
     Direct Tel.:   (856) 268-0588
     Fax:      (856) 596-8662
     Direct Fax:    (856) 268-5615

Any notice given by personal delivery shall be deemed to  be
received on the date of delivery. Any notice sent by courier
shall  be  deemed  to be received on the next  Business  Day
following the deposit of the communication with the  courier
service.   Any notice sent by prepaid registered mail  shall
be deemed to be received on the fifth (5th) day other than a
Saturday,  Sunday  or statutory holiday  in  New  Brunswick,
following the deposit of the communication in the mail.   If
the party giving any Communication knows or ought reasonably
to  know  of  any difficulties with the postal system  which
might  affect  the delivery of mail, any such  Communication
may not be mailed but must be given by personal delivery  or
by  electronic communication.  Any notice sent by  facsimile
or  similar method of recorded communication shall be deemed
to  have  been  received on the date of its transmission  if
transmitted before 4:30 p.m. (Toronto time), and on the next
Business  Day  following  the date of  its  transmission  if
transmitted after that time.

8.3   Time of Essence.  Time shall be of the essence in  all
respects of this Agreement.

8.4   Further Assurances.  The Parties shall with reasonable
diligence   do   all  things  and  provide  all   reasonable
assurances  as may be required to complete the  transactions
contemplated by this Agreement, and each Party shall provide
such  further documents or instruments required by any other
Party  as may be reasonably necessary or desirable  to  give
effect to this Agreement and carry out its provisions.

8.5  Public Notice.  All public notices to third parties and
all other publicity concerning the transactions contemplated
by  this Agreement shall be jointly planned and co-ordinated
by  the Parties and no Party shall act unilaterally in  this
regard  without the prior consent of the other  Party,  such
approval not to be unreasonably withheld.

8.6   Amendment.   No  supplement, modification,  waiver  or
termination  of  this  Agreement  shall  be  binding  unless
executed in writing by both Parties.

8.7   Waiver.   No waiver of any of the provisions  of  this
Agreement  shall constitute a waiver of any other  provision
(whether or not similar) nor shall such waiver constitute  a
continuing waiver unless otherwise expressly provided.

8.8    Assignment.   This  Agreement  and  the   rights   or
obligations  hereunder or thereunder may not be assigned  by
either Party without the prior written consent of the  other
Parties,  except that upon the incorporation  of  Exchangeco
and   the   formation  of  Novascotiaco,  all   rights   and
obligations  of  Ralph  Eisenschmid  acting  in  trust   for
Exchangeco and Novascotiaco shall be automatically  assigned
to  Exchangeco  and  Novascotiaco  respectively,  and  Ralph
Eisenschmid  shall  be  automatically  released   from   all
obligations   undertaken  in  trust   for   Exchangeco   and
Novascotiaco under this Agreement.

8.9  Binding Agreement.  This Agreement shall be binding  on
and   enure  to  the  benefit  of  both  Parties  and  their
respective  successors and permitted assigns.   In  addition
all  obligations  of the Parties under this Agreement  shall
also  be  binding  upon  any  and all  directors,  officers,
employees, consultants, advisors and agents of each Party as
well  as all parent corporations, subsidiaries, related  and
affiliated companies thereof.

8.10 Governing Law.  This agreement shall be governed by and
interpreted  in  accordance with the laws of  the  State  of
Delaware  and  the  federal laws of  the  United  States  of
America applicable therein.

8.11  Severability.  If any provision of this  Agreement  is
determined to be prohibited, void or unenforceable in  whole
or  in part, such void or unenforceable provision shall  not
affect or impair the validity of any other provision of this
Agreement  and shall be severable from this Agreement.   Any
such  prohibition  or unenforceability in  any  jurisdiction
shall  not invalidate or render unenforceable such provision
in any other jurisdiction.

8.12  Independent  Legal  Advice.  Each  Party  acknowledges
having  been  advised to seek independent legal  counsel  in
respect  of  the  Agreement  and  the  matters  contemplated
herein.  To  the  extent that a Party  declines  to  receive
independent legal counsel in respect of the Agreement,  that
Party  hereby  waives  the right,  should  a  dispute  later
develop, to rely on its lack of independent legal counsel to
avoid  its  obligations, to seek indulgences from the  other
Parties hereto, or to otherwise attack the integrity of  the
Agreement and the provisions thereof, in whole or in part.

8.13  Counterparts.  This Agreement may be executed  by  the
Parties  in one or more counterparts by facsimile,  each  of
which  when  so executed and delivered shall be an  original
and  such counterparts shall together constitute one and the
same instrument.

IN  WITNESS  WHEREOF  the parties have  duly  executed  this
Agreement on the day and year first above written.

                              APTA HOLDINGS, INC.


                              Per:__________________________
                              Authorized    Signing

                              Officer
                              I  have authority to bind
                              the corporation


                              ______________________________
                              RALPH EISENSCHMID IN TRUST
                              FOR
                              INTELISYS ACQUISITION INC.,
                              A COMPANY TO BE INCORPORATED


                              ______________________________
                              RALPH EISENSCHMID IN TRUST FOR
                              INTELISYS    (NOVA     SCOTIA)
                              COMPANY,
                              AN UNLIMITED LIABILITY COMPANY
                              TO BE FORMED


                              CONVERGIX INC.


                              Per:__________________________
                              Authorized    Signing
                              Officer
                              I  have authority to bind  the
                              corporation


                              THE VENDORS:



____________________________  _____________________________________
Witness                       Ralph Eisenschmid, on his  own
                              behalf and on behalf of all of
                              the  shareholders of Convergix
                              Inc.


                              THE PRINCIPALS:


____________________________  _____________________________________
Witness                       Harry J. Santoro

____________________________  _____________________________________
Witness                       Stephen M. Robinson




                        SCHEDULE "A"

                SHAREHOLDINGS OF THE VENDORS

GROUP A

 Name and Address of Shareholder     Number of Shares Held and
                                    Number of Apta Shares to be
                                               Issued
Poirier, Lloyd                               2,295,000
50 Poirier Leblanc Road
Grande  Digue, New Brunswick,  E4R
4R3

Three Eff Corporation                        1,000,000
Hibiscus SQ. Pond St. PO Box 159
Grand Turk, Turks & Caicos Islands


              Total                          3,295,000


GROUP B

 Name and Address of Shareholder     Number of Shares Held and
                                       Number of Exchangeable
                                        Shares to be Issued
053389 NB Ltd                                  10,000
14 Southall Court
Fredericton,  New  Brunswick,  E3B
7A1

Andersen, Rob                                  19,720
228 Bayview Court
Shediac, New Brunswick, E4P 1G3

Barrett, Matthew                               15,250
30 Ralph Street
Moncton, New Brunswick, E1C 2V9

Beauchemin, Melina                             18,750
102 McQueen Street - Apt. 2
Shediac, New Brunswick, E4P 1H9

Bierbach, Thomas                               17,533
4 Harbourview Drive
Scoudouc Road, New Brunswick,  E4P
3C7

Bowness, David                                 16,731
56 Laurentide Road
Riverview, New Brunswick, E1B 2W5

Byron, Jeremy                                  34,000
25 Dushermalee
Grand  Barachois,  New  Brunswick,
E4P 7W8

Colpitts, Greg                                150,000
11 Rothesay Park Road
St-John, New Brunswick, E2E 5T7

Connell Joe                                   300,000
13893 Highway #7
Halton Hills, Georgetown, Ontario,
L7G 4Y4

Duffy, Kenny                                   10,000
112 Caissie Avenue
Shediac, New Brunswick, E4P 1K5

Eisenschmid, Charlene                         783,333
65 Mathieu-Martin
Grand  Barachois,  New  Brunswick,
E4P 7V7

Eisenschmid, Ed                               131,579
154 Allanford
Ottawa, Ontario, K1T 3Y4

Eisenschmid, Lise                             131,579
154 Allanford
Ottawa, Ontario, K1T 3Y4

Eisenschmid, Hans                              84,329
12154 Richer Blvd.
Pierrefonds, Quebec, H8Z 1K4

Eisenschmid, Ralph                           12,563,772
65 Mathieu-Martin
Grand  Barachois,  New  Brunswick,
E4P 7V7

English, John                                1,500,000
113 Cap Brule Road
Boudreau West, New Brunswick,  E4P
6J1

Field, Andrew                                  24,469
31 Coronation Drive
Moncton, New Brunswick, E1E 2X2

Galloway, Kalyn                                13,214
530 Front Mountain Road
Moncton, New Brunswick, E1G 3H4

Gauld, Charlene                                11,827
83 LeBlanc Avenjue
Shediac, New Brunswick, E4P 1Y6

Hudson, Joel                                   15,815
122 Wedgewood Avenue
Riverview, New Brunswick, E1B 2C9

Juman, Mohamed                               2,666,667
P.O. Box 743
Manama, Kingdom of Bahrain,

Kays, Frank                                    17,932
58 Bell Street
Moncton, New Brunswick, E1E 2H6

Keffer, Duncan                                 52,632
403 Walworth Drive
Dollard  Des Ormeaux, Quebec,  H9G
2G1

Keffer, Francis                                13,158
403 Walworth Drive
Dollard  Des Ormeaux, Quebec,  H9G
2G1

Lane, Dawson                                  750,000
31 Port Rush Trail
Unionville, Ontario, L6C 1Z3

Little, Malcolm                                25,000
60 Methodist Point Road
Mundleville,  New  Brunswick,  E4W
2L5

Markevich, Jonathan                            1,000
100 Job Road
Grand  Barachois,  New  Brunswick,
E4P 7P9

Morrissey, Craig                               16,161
3084 Route 134
Shediac  Cape, New Brunswick,  E4P
3H6

Orr, Don                                     1,000,000
6624 Cedar Acres
Greely, Ontario, K0A 1Z0

Pecora, Linda                                  22,368
4028 rue de la Duchesse
Duvernay, Quebec, H7C 2S2

Perri, Santo                                   10,000
107 Ellerdale Avenue
Moncton, New Brunswick, E1A 3M8

Robertson, Surrette                           188,372


Reid, Pamela                                   25,000
603 - 5530 Artillery Road
Halifax, Nova Scotia, B3J 1J3

Willam Rigguto (In Trust)                      37,500
19 rue le Royer Ouest
Montreal, Quebec, H2Y 1W4

Sjodin, Stephen                                10,000
16 Jude Street
Shediac Bridge, New Brunswick, E4R
1L6

Smith, Daryl Leonard                           42,857
4009 Lytton Avenue
Powell  River,  British  Columbia,
V8A 5A6

Smith, Quentin Henry                           42,857
12171 Trites Road
Richmond,  British  Columbia,  V7E
3R6

Smith, Sheldon Charles                         42,857
Box 2186
Port Hardy, British Columbia,  V0N
2P0

Smith, Spencer Daryl                           42,857
5053 44B Avenue
Delta, British Columbia, V4K 1J2

Stewart, Joanne                                10,000
194 Pointe de Chene Road
Pointe  de  Chene, New  Brunswick,
E4P 1V1

Tardif Lane, Lynda                            750,000
31 Port Rush Trail
Unionville, Ontario, L6C 1Z3

Taylor, Jeff                                   28,750
44 Bellevue - PO Box 375
St.  Louis-de-Kent, New Brunswick,
E4X 1B5

Trites, Roger                                  5,000
16 Queen Street
Pointe de Chene, NB, E4P 4X9

Varcoe, Carol                                  13,158
13153 Sunbury
Pierrefonds, Quebec, H9A 1E5

Varcoe, Dennis                                 13,158
13153 Sunbury
Pierrefonds, Quebec, H9A 1E5

Venture Communications                         10,000
35 Colter Court
Fredericton, NB, E3B 1X7

Vuillemot, Ben                                 15,815
213 Ogden Road
Riverview, New Brunswick, E1B 2S5

              Total                          21,705,000





                        SCHEDULE "B"

                      SUPPORT AGREEMENT

                        SCHEDULE "C"

            VOTING AND EXCHANGE AGENCY AGREEMENT
                        SCHEDULE "D"

               COMPANY'S FINANCIAL STATEMENTS
                        SCHEDULE "E"

                    ASSETS OF THE COMPANY

The Company has no assets except as set out in the Company's
Financial Statements.

                        SCHEDULE "F"

                 INDEBTEDNESS OF THE COMPANY

The Company has no Indebtedness except as set out in the
Company's Financial Statements.

                        SCHEDULE "G"

            PERMITTED ENCUMBRANCES OF THE COMPANY

Under  the  Company's Constating Documents,  no  Shares  may
issued  or  transferred unless the issuance or  transfer  is
approved  by  the board of directors of the  Company,  which
approval  shall  be  given  for  the  sale  of  the   Shares
contemplated in this Agreement.

Security  interest  in  the assets of  Cynaptec  Information
Systems   Inc.   and   InteliSys  Aviation   Systems   Inc.,
subsidiaries  of the Company, granted to the Royal  Bank  of
Canada.

                        SCHEDULE "H"

              MATERIAL CONTRACTS OF THE COMPANY

Master Agreement and Subscription Agreement with Compaq
Cayman Islands Investment Company dated January 22, 2001.

Credit Note from Compaq Cayman Islands Investment Company
dated June 22, 2001.

Industrial Research Assistance Program Contribution
Agreement with the National Research Council Canada dated
November 2, 2000.

Share Purchase Agreement with the Province of New Brunswick
dated February 29, 2000.

Repayable Contribution Agreements with the Atlantic Canada
Opportunities Agency dated October 5, 1998, December 17,
1999, and February 26, 2001, and amended July 13, 2001 (in
the case of the first two agreements) and April 20, 2001,
respectively.

Lease Agreement with Place 815 Bombardier Inc. dated
February 2002.

Software Licence and Development Agreement with AMEX Canada
Inc. dated May 24, 2001.

Forbearance Agreement with Royal Bank of Canada dated March
22, 2002, as amended on August 1, 2002.

Subscription and Repurchase Agreement with Mohamed A. Juman
dated March 31, 2002.




                        SCHEDULE "I"

             EMPLOYMENT CONTRACTS OF THE COMPANY

None.
                        SCHEDULE "J"

                 APTA'S FINANCIAL STATEMENTS

                        SCHEDULE "K"

                       ASSETS OF APTA

Apta has no assets except as set out in Apta's Financial
Statements.


                        SCHEDULE "L"

                    INDEBTEDNESS OF APTA

Apta has no Indebtedness except as set out in Apta's
Financial Statements.


                        SCHEDULE "M"

               PERMITTED ENCUMBRANCES OF APTA

None.


                        SCHEDULE "N"

                 MATERIAL CONTRACTS OF APTA

None.


                        SCHEDULE "O"

                EMPLOYMENT CONTRACTS OF APTA

None.


                        SCHEDULE "P"

               ASSET SALE CONSULTING AGREEMENT

                        SCHEDULE "Q"

                   PRINCIPALS' GUARANTEES