EXHIBIT 10.12

________________________________________________________________________________


                            SHARE PURCHASE AGREEMENT
                Dated Effective the 30th day of September, 2003.



                       __________________________________

                            SHANNON INVESTMENTS LTD.

                                    - AND -

                      SHANNON INTERNATIONAL RESOURCES INC.

                                    - AND -

                         LOGICAL SEQUENCE INCORPORATED

                                    - AND -
                            _______________________


              THE VENDORS OF LOGICAL SEQUENCE INCORPORATED SHARES


                              ___________________
                         ______________________________
                              ___________________





________________________________________________________________________________
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                               TABLE OF CONTENTS

                                                                     Page Number

                                   ARTICLE 1.
                                 INTERPRETATION

 Section 1.1       DEFINITIONS                                            2
 Section 1.2       EXPANDED MEANINGS                                      4
 Section 1.3       ENTIRE AGREEMENT                                       5
 Section 1.4       HEADINGS AND TABLE OF CONTENTS                         5
 Section 1.5       SEVERABILITY                                           5
 Section 1.6       SCHEDULES                                              5


                                   ARTICLE 2.
                                PURCHASE AND SALE

 Section 2.1       PURCHASE AND SALE                                      6
 Section 2.2       BREAKUP FEE                                            6

                                   ARTICLE 3.
                         PRIOR TRANSACTIONS AND PAYMENT

 Section 3.1       TRANSACTIONS PRIOR TO CLOSING                          6

 Section 3.2       PAYMENT OF PURCHASE CONSIDERATION                      6
 Section 3.3       OPTION TO ACQUIRE LOGICAL SHARES                       7

                                   ARTICLE 4.
                                 REPRESENTATIONS

 Section 4.1       REPRESENTATIONS OF THE VENDOR                          7
 Section 4.2       REPRESENTATIONS OF THE PURCHASER                      13


                                    ARTICLE 5
                               VENDOR'S COVENANTS

 Section 5.1       COVENANTS OF THE VENDOR                               17


                                   ARTICLE 6.
                             NO MERGER AND SURVIVAL

 Section 6.1       NON-MERGER                                            18
 Section 6.2       SURVIVAL                                              18

<PAGE>
                                   ARTICLE 7.
                                    INDEMNITY

 Section 7.1       INDEMNITY                                             18

                                   ARTICLE 8.
                               PRE-CLOSING MATTERS

 Section 8.1       COVENANTS OF THE VENDORS                              19
 Section 8.2       COVENANTS OF THE PURCHASER                            19
 Section 8.3       EXAMINATION AND INVESTIGATION BY PURCHASER            20
 Section 8.4       EXAMINATION AND INVESTIGATION BY VENDORS              20
 Section 8.5       CORPORATION'S FINANCIAL STATEMENTS                    20


                                   ARTICLE 9.
                      NON-DISCLOSURE AND USE OF INFORMATION

 Section 9.1       USE OF CORPORATION'S INFORMATION                      21
 Section 9.2       USE OF PURCHASER'S INFORMATION                        22
 Section 9.3       PRESS RELEASES                                        23


                                   ARTICLE 10.
          CONDITIONS PRECEDENT TO THE PERFORMANCE UNDER THIS AGREEMENT

 Section 10.1      PURCHASER'S CONDITIONS                                23
 Section 10.2      VENDORS' CONDITIONS                                   25
 Section 10.3      RIGHTS OF THE PURCHASER                               25
 Section 10.4      RIGHTS OF THE VENDORS                                 26
 Section 10.5      RIGHTS OF TERMINATION                                 26


                                   ARTICLE 11.
                                     CLOSING

 Section 11.1      PLACE OF CLOSING AND CLOSING TIME                     26
 Section 11.2      DELIVERIES BY VENDORS                                 26
 Section 11.3      DELIVERIES OF PURCHASER AT CLOSING                    27
 Section 11.4      CLOSING ESCROW                                        27


                                   ARTICLE 12.
                                  MISCELLANEOUS

 Section 12.1      GOVERNING LAW AND ATTORNMENT                          27
 Section 12.2      TIME OF THE ESSENCE                                   28
 Section 12.3      NOTICES                                               28
 Section 12.4      PRIOR AGREEMENTS                                      29
 Section 12.5      FURTHER ASSURANCES                                    29
<PAGE>
 Section 12.6      ENUREMENT                                             29



<PAGE>

                            SHARE PURCHASE AGREEMENT


     THIS AGREEMENT made effective the 30th day of September, 2003.

     SHANNON INVESTMENTS LTD. a corporation incorporated under the laws of the
     Province of Alberta, and having an office at the City of Calgary, Alberta
     (HEREIN CALLED THE "PURCHASER")


                                     - and -

     SHANNON INTERNATIONAL RESOURCES INC.. a corporation incorporated under the
     laws of the State of Nevada, U.S.A., (herein called "SHANNON")

                                     - and -

     LOGICAL SEQUENCE INCORPORATED., a corporation incorporated under the laws
     of the Province of Ontario, (herein called "LOGICAL")

                                     - and -

                   Those Parties hereto who are herein defined
                   as and who are Vendors under this Agreement
                         (herein collectively called the
                     "Vendors " and individually a "Vendor")


     WHEREAS the Vendors wish to sell and convey their respective Vendor's
Rights to the Purchaser and the Purchaser wishes to purchase and receive such
Vendor's Rights from such Vendors in exchange for the Purchase Consideration.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises hereto and the mutual covenants, warranties, representations,
agreements and payments herein set forth, the Parties hereto agree as follows:



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                                       2

                                   ARTICLE 1.
                                 INTERPRETATION


Section 1.1 DEFINITIONS

     In this Agreement, including the premises hereto, this clause and any
Schedules hereto, the words and phrases set forth below shall have the meaning
ascribed thereto below, namely:

"Business Day" means a day other than a Saturday or Sunday or a statutory
holiday in the City of Calgary, in the Province of Ontario.

"Closing Date" means October 31, 2003 or such other date as the parties may
mutually determine.

"Closing Time" means 10: a.m. on the Closing Date or as agreed upon by the
parties.

"Corporation" means Logical Sequence Incorporated

"Corporation's Assets" means all the Property owned or held by the Corporation
or to which the Corporation is entitled as more particularly described in
Schedule "A".

"Corporation's Financial Statements" means the most recent unaudited financial
statements of the Corporation dated March 31st , 2003 and September 30th , 2003,
copies of which are attached as Schedule "B".

"Corporation's Shares" means the common voting shares in the capital of the
Corporation, as the same exist at the date hereof and at the Closing Date.

"Dollar" or "$" means dollars of the lawful currency of Canada unless otherwise
stated.

"Exchangeable Shares" means those authorized shares by the Purchaser the terms
of which are set out in Schedule "E" attached hereto and which shall be issued
to the Vendor as Purchase Consideration pursuant to section 3.2 hereof and in
accordance with the terms of the Exchangeable Share Provisions;

"Interim Period" means the period of time between the execution and Closing Date
of this Agreement and the time of closing all other related transactions as
contemplated by Article 3 hereof;

"Option Shares" means those shares of the Corporation held by a Vendor that are
not being purchased pursuant to this Agreement and that are subject to the
option provided to Shannon as contemplated by section 3.3 hereof;

"Property" means the interests of the Corporation or the Purchaser, as the case
may be, in and to all property, assets and rights, including, without limiting
the generality of the foregoing, the entire interest of such Party in and to:

(a)  all contracts, agreement, documents, production sales contracts, books,
     records and reports relating to the provision of products and services to
     its customers and any and all rights in relation thereto;
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                                       3


(b)  all intellectual property and rights developed, acquired or incorporated
     into the products and services of the Corporation or the Purchaser, as the
     case may be, or purchased in the course of carrying on the business of the
     Corporation or the Purchaser, as the case may be.

"Party" or "Parties" means a party or parties to and bound by this Agreement.

"Permitted Encumbrances" means, in respect of the Corporation's Assets or the
Purchaser's Assets, as the case may be:

(c)  inchoate liens, taxes, assessments or governmental charges which are due or
     which are not delinquent;

(d)  inchoate liens incurred or created in the ordinary course of business as
     security in favour of any other person who is conducting the development or
     operation of the property to which such liens relate for the Corporation's
     or the Purchaser's share of the costs and expenses of such development or
     operation, as the case may be, the payment of which is not then due;

"Person" means any individual, corporation, body corporate, partnership, joint
venture, association, group, trust, or other legal entity and includes any duly
constituted government of or in Canada and any minister, department, commission,
board, bureau, agency, authority, instrumentality or court and the like of any
such government.

"Purchase Consideration" means One Dollar ($1.00) and that number of the
Purchaser's Exchangeable Shares that equals the Purchase Price as calculated in
accordance with section 3.2.3.

"Purchase Price" means the Exchangeable Shares to be issued to the Vendors as
calculated in accordance with section 3.2.3.

"Purchaser's Assets" means the Property owned or held by the Purchaser or to
which the Purchaser is entitled.

"Shannon" means Shannon International Resources Inc., a Nevada Corporation,
whose common shares trade on the NASD, OTC Bulletin Board Market in the United
States of America.

"Shannon Financial Statements" means the most recent audited and unaudited
financial statements of Shannon dated the fiscal year ending June 30th , 2003 a
copy of which is attached as Schedule "C".

"Shannon Shares" means the common shares in the capital stock of Shannon, to be
issued from the Treasury of Shannon for the Purchase Consideration at the
Closing Date.

"Regulations" means all applicable statutes, laws, rules, orders, regulations,
directives or other instruments (and all applicable requirements thereunder) of
any governmental agencies or authorities in Canada or the United States of
America having jurisdiction over the Parties, the Corporation, the Corporation's
Assets, the Purchaser's Assets, or the specific property or matter in question,
in effect from time to time. "Vendor" means each of those shareholders of
Logical as set out on Schedule "D" hereto and "Vendors" means all or any of
them.
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                                       4

"Vendor's Rights" means, in respect of a Vendor:

(a)  the Vendor's Shares,

(b)  other securities issued by the Corporation and held by the Vendor (other
     than options granted to employees, consultants, officers or directors all
     of which shall be exercised prior to the Closing Date and acquired
     hereunder),

(c)  amounts owing to the Vendor, by the Corporation, whether presently due or
     otherwise,

(d)  dividends declared but not paid prior to the Closing Date, and

(e)  rights to acquire any securities of the Corporation, from the Corporation
     or from any other Person, howsoever granted or acquired.

"Vendor's Shares" means, in respect of a Vendor, the Corporation's Shares owned
by the Vendor, or to which the Vendor is entitled which are the subject of this
Agreement and more particularly as set out on Schedule"D" hereto.

Section 1.2 EXPANDED MEANINGS

     Unless the context otherwise necessarily requires, the following provisions
shall govern the interpretation of this Agreement:

     (a)  words used herein importing the singular number only shall include the
          plural and vice versa, and words importing the use of any gender shall
          include all genders;

     (b)  the terms "in writing" or "written" include printing, typewriting, or
          any electronic means of communication by which words are capable of
          being visually reproduced at a distant point of reception, including
          by telecopier or telex; and

     (c)  references herein to any agreement or instrument, including this
          Agreement, shall be deemed to be references to the agreement or
          instrument as varied, amended, modified, supplemented or replaced from
          time to time, and any specific references herein to any enactment
          shall be deemed to be references to such enactment as the same may be
          amended or replaced from time to time.

     (d)  "this Agreement" "the Agreement" "hereto", "herein", "hereby",
          "hereunder", "hereof" and similar expressions refer to this Share
          Purchase Agreement and not to any particular Article, Section,
          Subsection, clause, subdivision or other portion hereof and include
          any and every instrument amending, supplementing or replacing this
          agreement.

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                                       5

Section 1.3  ENTIRE AGREEMENT

     This Agreement together with the agreements and other documents to be
executed and delivered pursuant hereto, constitute the entire agreement between
the Parties and supersedes all other prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties and there
are no warranties, representations, covenants or other agreements between the
Parties except as specifically set forth herein. No supplement, modification or
waiver or termination of this Agreement shall be binding unless executed in
writing by the Party to be bound thereby. No waiver of any of the provisions of
this Agreement shall be valid unless in writing and no such waiver shall
constitute nor be deemed to constitute a waiver of any other provisions (whether
or not similar) nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.

Section 1.4  HEADINGS AND TABLE OF CONTENTS

     The division of this Agreement into articles, sections and other
subdivisions, the provision of a table of contents and the insertion of headings
are for convenience of reference only and shall not affect or be utilized in the
construction or interpretation hereof.

Section 1.5  SEVERABILITY

     If any one or more of the provisions or parts thereof contained in this
Agreement should be or become invalid, illegal or unenforceable in any respect
in any jurisdiction, the remaining provisions or parts thereof contained herein
shall be and shall be conclusively deemed to be, as to such jurisdiction,
severable therefrom and:

     (a)  the validity, legality or enforceability of such remaining provisions
          or parts thereof shall not in any way be affected or impaired by the
          severance of the provisions or parts thereof severed; and

     (b)  the invalidity, illegality or unenforceability of any provision or any
          part thereof contained in this Agreement in any jurisdiction shall not
          effect or impair such provision or part thereof or any other
          provisions of this Agreement in any other jurisdiction.

Section 1.6  SCHEDULES

     The following are the Schedules referred to and incorporated in this
Agreement, which are deemed to be a part hereof:

     Schedule "A" - Corporation's Assets
     Schedule "B" - Corporation's Financial Statements
     Schedule "C" - Shannon Financial Statements

     Schedule "D" - List of Vendors, the Vendor's Shares and the Option Shares
     Schedule "E"-  Exchangeable Share Terms

<PAGE>
                                       6

                                   ARTICLE 2.
                                PURCHASE AND SALE


Section 2.1 PURCHASE AND SALE

     Subject to the terms and conditions of this Agreement, each Vendor hereby
sells, assigns, transfers and conveys to the Purchaser and the Purchaser
purchases and acquires from each Vendor its Vendor's Rights, effective as of
September 30th, 2003, to have and hold the same together with all benefits and
advantages to be derived therefrom, absolutely, subject only to the terms and
conditions of this Agreement, at and for the Purchase Consideration equal to the
Purchase Price.

Section 2.2 BREAKUP FEE

     The Vendors each agree to pay $2,000 to the Purchaser, as liquidated
damages, for failing to consumate the transaction as agreed to herein. The
Purchaser agrees to pay to each of the Vendors, $2,000, as liquidated damages,
for failing to consumate the transaction as agreed to herein.

                                    ARTICLE 3
                         PRIOR TRANSACTIONS AND PAYMENT

Section 3.1 TRANSACTIONS PRIOR TO CLOSING

     During the Interim Period, the Purchaser and Shannon shall complete and
execute all such documentation related to the Incorporation of the Purchaser and
the issuance by the Purchaser of Exchangeable Shares. Shannon agrees that it
shall pay any costs associated with the planning of, giving effect to or
resulting from any of the transactions required to effect a more favorable tax
result whether such costs are on the account of the Purchaser, the Vendors or
Logical except that the Purchaser shall be responsible for costs associated only
with respect to the creation of any shares of the Purchaser which will allow the
exchange for Vendors shares. The parties hereto agree to execute all such
further documents and agreements, give such further assurances and undertake
such further action as 2may be necessary to give effect thereto including the
execution of the Support Agreement between Shannon and the Purchaser and the
Voting Trust and Exchange Agreement between Shannon and the Purchaser

Section 3.2 PAYMENT OF PURCHASE CONSIDERATION

     Purchase Consideration equal to the Purchase Price shall be payable by the
Purchaser and Shannon to the Vendor by:

      3.2.1       the payment of One Dollar ($1.00) by the Purchaser; and

      3.2.2       the issuance to the Vendor, from the treasury of the Purchaser
                  as to one (1) Exchangeable Share for each one (1) of the
                  Vendor's Shares as set out on Schedule "D" hereto.

      3.2.3       the Purchase Consideration will be calculated at the 3 day
                  average closing price for Shannon Shares on the NASD, OTC
                  Bulletin Board Market as of the Closing Date:

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                                       7

Section 3.3 OPTION TO ACQUIRE ADDITIONAL LOGICAL SHARES

     Each of the Vendors hereby provides to Shannon an option to purchase from
the Vendor any other shares of Logical that are not Vendor's Shares and that are
held by such Vendor upon the following terms:

      3.3.1       Shannon shall have the right to purchase some or all of the
                  remaining Logical shares held by each Vendor for a price of
                  Two ($2.00) dollars in US funds for each Optioned Share
                  purchased;

      3.3.2       Shannon shall have the unfettered right to exercise this
                  option at any time upon 30 days written notice within a period
                  of two years from the Closing Date; and

      3.3.3       each Vendor shall not during the term of this option sell,
                  pledge, hypothecate, loan or otherwise dispose of any Logical
                  shares held by such Vendor and which are subject to this
                  option unless such third party agrees in writing to be bound
                  by the terms of this option and only in such case shall
                  Shannon agree to such sale, pledge, hypothecation, loan or
                  other disposition by the Vendor.

                                   ARTICLE 4
                                 REPRESENTATIONS

Section 4.1 REPRESENTATIONS OF THE VENDOR

     Each Vendor hereby separately represents and warrants to and with the
Purchaser in respect of its Vendor's Rights that:

      4.1.1       Restrictions - There are no restrictions in either the
                  constating documents or the by-laws of the Corporation, each
                  as amended, nor are there any collateral agreements or rights
                  of first refusal or other pre-emptive rights of purchase,
                  which would arise by reason of the execution of this
                  Agreement, completion of the sale or otherwise and affect the
                  transferability of the Vendor's Rights from the Vendor to the
                  Purchaser.

      4.1.2       Title to the Vendor's Rights - The Vendor has good and
                  marketable title to the Vendor's Rights, free and clear of any
                  mortgages, liens, charges, security interests, adverse claims,
                  pledges, encumbrances, options, pre-emptive rights of purchase
                  (such as rights of first refusal), restrictions, claims or
                  demands of any kind or nature whatsoever.

      4.1.3       Assets of the Corporation - Other than the Corporation's
                  Assets and as disclosed in the Corporation's Financial
                  Statements, the Corporation has no property, assets or
                  undertakings of any nature or kind whatsoever.

      4.1.4       Insurance - During the period from the date of the
                  Corporation's Financial Statements until the Closing Time:

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                                       8


          (a)  the Corporation's Assets shall be insured by the Corporation
               against loss or damage under contracts of insurance with
               reputable insurers which insurance is customary for the
               Corporation's business; and

          (b)  all third Party insurable liabilities of the Corporation shall be
               insured against on an occurrence basis under the contracts of
               insurance.

      4.1.5      Policies of Insurance - In connection with any and all policies
                 of insurance:

          (a)  neither the Vendor nor the Corporation:

               (i)  has misrepresented or omitted to disclose to the insurers
                    thereunder or in connection therewith any material fact or
                    is in default with respect to any of the provisions
                    contained in any such insurance policy,

               (ii) has failed to give any notice or present any claim under any
                    such policy in due and timely fashion, and no such claim is
                    outstanding and in dispute,

          (b)  the Corporation is the named insured with loss payable to it on
               those policies owned by it or obtained for their benefit; and

          (c)  there is no outstanding request, notice or order from any insurer
               for any modification to or remedial action in respect of any of
               the insured assets or premises included in the Corporation's
               Assets.

      4.1.6       Capital Structure - The authorized share capital of the
                  Corporation consists only of an unlimited number of common
                  shares of which only Ten Million(10,000,000) shares are issued
                  and outstanding as fully paid and non-assessable and an
                  unlimited number of 4%, $100 par value voting preferred shares
                  of which Fifty Thousand (50,000) are issued and outstanding as
                  fully paid and non assessable. No securities, options,
                  warrants or other rights to purchase shares or other
                  securities of the Corporation have been authorized or agreed
                  to be issued or are outstanding except as contemplated by this
                  Agreement.

      4.1.7       Financial Statements of the Corporation - The Corporation's
                  Financial Statements have been prepared in accordance with
                  applicable law and with generally accepted accounting
                  principles consistently applied and present fairly the
                  financial position as at the dates indicated and the results
                  of operation of the Corporation for the period indicated and
                  no material adverse change in such financial position or such
                  results of operations has occurred since the date thereof.

      4.1.8       No Undisclosed Liabilities - The Corporation is not subject to
                  any liability or liabilities, absolute or contingent, which
                  individually or in the aggregate are material, and which are
                  not disclosed, or which are in excess of the amounts disclosed
                  or reserved for in, the balance sheet of the Corporation or
                  which are not otherwise disclosed in this Agreement, other
                  than liabilities of the same nature as those set forth in the
                  Corporation's Financial Statements or disclosed herein and
                  reasonably incurred in the usual and ordinary course of
                  business to the Closing Date, provided that the same do not
                  materially and adversely affect the financial position of the
                  Corporation.

<PAGE>
                                       9

      4.1.9       Material Contracts - To the knowledge of the Vendor after
                  reasonably enquiry, the Corporation is not in default under
                  any material contract, nor is the Vendor aware of any default
                  by any other Party under any material contract, and the Vendor
                  is not aware of any facts or circumstances which would, with
                  the giving of notice or the lapse of time, give rise to a
                  default by the Corporation under a material contract.

      4.1.10      Taxes - With respect to its taxes:

          (a)  the Corporation has or will within six months of the Closing
               Date:

               (i)  file all tax returns required to be filed by it in all
                    applicable jurisdictions,

               (ii) make and remitted all required or desirable deductions or
                    withholdings at source, and

               (iii) pay all taxes, levies, assessments, reassessments,
                    penalties, interest and fines due and payable by it;

          (b)  all such tax returns properly reflect, and do not in any respect
               understate, the taxable income or the liability for taxes of the
               Corporation in the relevant tax year or calendar year;

          (c)  adequate provision has been made in the Corporation's Financial
               Statements for all taxes, governmental charges, and assessments,
               whether relating to income, sales, real or personal property, or
               other types of taxes, governmental charges, or assessments,
               including interest and penalties thereon, payable in respect of
               the business or assets of the Corporation or otherwise, for all
               relevant periods;

          (d)  Canadian federal and provincial income tax assessments have been
               issued to the Corporation covering all past periods up to and
               including the Corporation's last fiscal year ending, and such
               assessments, if any amounts were owing in respect thereof, have
               been paid;

          (e)  assessments for all other applicable federal and provincial taxes
               and levies have been issued and any amounts owing thereunder have
               been paid;

          (f)  there are no actions, suits or other proceedings or
               investigations or claims in progress, pending or threatened
               against the Corporation in respect of any taxes, governmental
               charges, or assessments and, in particular, there are no
               currently outstanding reassessments or written enquiries that
               have been issued or raised by any governmental authority relating
               to any such taxes, governmental charges and assessments;

          (g)  to the knowledge of the Vendor and the Corporation, there is no
               basis for any adverse reassessment by any taxing authority for
               any year remaining open for reassessment; and

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                                       10

          (h)  the Corporation has not waived any statutory period for
               assessment of any tax.

                       Without limiting the generality of the foregoing, the
                       Corporation is in absolute compliance with all
                       registration, timely reporting, and remittance
                       obligations in respect of all provincial and federal
                       sales tax legislation and of the goods and services tax.

      4.1.11      No Indebtedness to Corporation - The Vendor is not indebted
                  to the Corporation.

      4.1.12      Accounts Receivable Collectible - All accounts receivable are
                  bona fide, good and collectable without set off or
                  counterclaim and all such accounts receivable shall be paid in
                  a timely fashion subject to a reasonable reserve for bad
                  debts.

      4.1.13      Amounts In Trust - There are no amounts deposited in trust,
                  for the benefit of any third party, with the Corporation as at
                  the date hereof.

      4.1.14      Shareholder's Equity - The total shareholders equity in the
                  Corporation will, on the Closing, be exactly as stated in the
                  definition of Vendor's Shares in section 1.1 of this
                  Agreement.

      4.1.15      No Material Adverse Change - There has been no material
                  adverse change in the business, assets, liabilities or
                  financial condition of the Corporation since date of the
                  Corporation's Financial Statements.

      4.1.16      Distributions to Shareholders - Since the date of the
                  Corporation's Financial Statements, the Corporation has not
                  declared or made any payment of any dividend or other
                  distribution in respect of any shares in its capital or
                  purchased or redeemed any such shares or effected any
                  subdivision, consolidation, reclassification or other
                  modification of its share capital which has not been approved
                  in writing by the Purchaser prior to the Closing.

      4.1.17      Withholding Amounts - The Corporation has withheld all amounts
                  required to be withheld, including without limiting the
                  generality of the foregoing, all amounts required to be
                  withheld under the Income Tax Act (Canada), for unemployment
                  insurance and for the Canada Pension Plan and any other
                  amounts required by law to be withheld from any payments made
                  to any of their officers, directors and employees, and has
                  paid the same to the proper taxing authority or receiving
                  offices all in connection with the Corporation's Assets or the
                  business of the Corporation.

      4.1.18      Corporate Records - the corporate records and minute books of
                  the Corporation contain all minutes of the meetings of
                  directors and shareholders of the Corporation are complete,
                  accurate and up-to-date and the stock register of the
                  Corporation is complete and accurate in all material respects.

      4.1.19      Breach of Order - The Corporation is not in, and has not
                  received notice of any, material default under any order,
                  writ, injunction or decree of any court or governmental agency
                  or authority having jurisdiction, nor any agreement or
                  obligation by which the Corporation is bound or to which it is
                  subject and which materially affects or relates to the
                  Corporation.
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                                       11


      4.1.20      No Subsidiaries - The Corporation does not have any interest
                  (either directly or indirectly) in any other entity, nor is it
                  a Party to or bound by any agreement to acquire such an
                  interest.

      4.1.21      Employees - There are no written employment contracts or
                  incentive plans in effect between the Corporation and any
                  employee in respect of which either the Corporation or the
                  Purchaser shall have any obligations subsequent to Closing
                  Date.

      4.1.22      Guarantee and Indemnity Agreements - Other than as disclosed
                  to the Purchaser, the Corporation is not a party as guarantor
                  or indemnitor to any agreements of guarantee or indemnity for
                  debts or obligations of the Vendor or any other person, with
                  the exception of such guarantees and indemnities as are usual
                  in the software development industry and applicable under
                  operating or similar agreements to which the Corporation is a
                  party or by which it is bound, and with respect to any such
                  guarantees or indemnities, the Corporation has not received
                  notice from any person claiming or threatening a claim for
                  recovery of any amounts pursuant thereto.

      4.1.23      Debt Instruments - Other than as disclosed to the Purchaser
                  and as set out in its financial statements, the Corporation
                  will not have any outstanding bonds, debentures, mortgages,
                  notes or other evidence of indebtedness other than trade
                  debts, trade accounts or similar obligations entered into in
                  the ordinary course of the Corporation's business (to a
                  maximum aggregate amount of $1,000.00), and the Corporation is
                  not under any obligation to create or issue any bonds,
                  debentures, mortgages, notes or other indebtedness.

      4.1.24      Incentive Payments - The Corporation has not received any
                  incentives, credits, grants or other governmental assistance
                  pursuant to the Regulations in effect at the relevant time
                  which will have to be repaid by the Corporation, or if accrued
                  in the books and records of the Corporation, will be
                  disallowed.

      4.1.25      Workers' Compensation - All payments due to The Workers'
                  Compensation Board (or similar body in any other jurisdiction)
                  in respect of the Corporation are current.

      4.1.26      Bank Accounts - All information with respect to all deposits
                  of money with any bank, trust company, treasury branch or
                  other entity empowered or authorized to receive and hold
                  deposits of money and includes any and all deposit
                  certificates or receipts or other instrument of like tenor,
                  held for or in the name of the Corporation, has been provided
                  to the Purchaser.

      4.1.27      Execution of Agreement - The execution and delivery of this
                  Agreement and each and every agreement or document to be
                  executed and delivered hereunder and the consummation of the
                  transactions contemplated herein will not violate, nor be in
                  conflict with, any provision of any agreement or instrument to
                  which the Vendor is a party or is bound, or any judgment,
                  decree, order, statute, rule or regulation applicable to the
                  Vendor.

      4.1.28      Binding Obligation - This Agreement has been duly executed and
                  delivered by the Vendor and constitutes legal, valid and
                  binding obligations of the Vendor enforceable in accordance
                  with its terms.
<PAGE>
                                       12

      4.1.29      Broker's Fees - The Vendor has not incurred any obligation or
                  liability, contingent or otherwise, for brokers' or finders'
                  fees in respect of this transaction for which the Purchaser
                  shall have any obligation or liability.

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

      4.1.31      Defaults under Statutes - The Corporation has not received any
                  notices of any breach of any statutes, regulations, rules,
                  orders and directives, including but not limited to those
                  pertaining to environmental matters, of all governmental
                  agencies, departments and authorities having jurisdiction over
                  the business of the Corporation.

      4.1.32      Operating Records - The books and records of the Corporation
                  disclose all material transactions entered into by the
                  Corporation or on its behalf to the Closing Date.

      4.1.33      Deterrence - Except for information relating to general
                  economic climate and general industry conditions and any
                  changes of law, Vendor has no information or knowledge of any
                  fact relating to the Vendor's Rights, the Corporation's
                  business or the Corporation's ownership and operation of the
                  Corporation's Assets not disclosed to the Purchaser which, if
                  known to the Purchaser, might reasonably be expected to deter
                  the Purchaser from completing the transactions herein
                  contemplated.

      4.1.34      Title - The Vendor does not warrant title to the Corporation's
                  Assets, provided however, the Vendor does represent and
                  warrant that the Corporation has done anything whereby any
                  of the Corporation's interest in and to the Corporation's
                  Assets may be cancelled or determined, nor have they
                  encumbered or alienated same and the Corporation's Assets
                  shall be, at the Closing Date, free and clear of all liens,
                  encumbrances, adverse claims, demands and royalties created
                  by, through or under the Vendor or the Corporation except for
                  the Permitted Encumbrances or as expressly set forth in
                  Schedule "A".  Except as otherwise provided herein, neither
                  the Vendor nor the Corporation has received notice of any
                  material defect in the Corporation's title to the
                  Corporation's Assets.

      4.1.35      Notices of Default - To the best of the Vendor's knowledge,
                  information and belief the Corporation has received no notices
                  of default relating to the Corporation's Assets or any of
                  them.

      4.1.36      Lawsuits - The Corporation is not a party to any action, suit
                  or other legal, administrative or arbitration proceeding or
                  government investigation, actual or threatened, which might
                  reasonably be expected to result in impairment or loss of the
                  Corporation's interest in the Corporation's Assets or any part
                  thereof, and there is no particular circumstance, matter or
                  thing known to the Vendor which could reasonably be
                  anticipated to give rise to any such action, suit or other
                  legal, administrative or arbitration proceeding or government
                  investigation.

      4.1.37      Financial Commitments - There are not financial commitments
                  which are outstanding or due, or that hereafter may become due
                  in respect of the Corporation or the Corporation's Assets, or
                  operations in respect of the Corporation's Assets and which
                  shall become the responsibility of the Purchaser.

<PAGE>
                                       13

      4.1.38      Pre-emptive Rights - To the best of the Vendor's knowledge,
                  information and belief, all rights of first refusal or other
                  pre-emptive rights applicable to any disposition of the
                  Corporation's Assets have been waived or satisfied in all
                  respects.

      4.1.39      No Other Assets or Obligations - The Corporation has no other
                  assets, obligations or liabilities, other than the
                  Corporation's Assets, and as disclosed in Schedule "A" and
                  Schedule "B" hereto.

Section 4.2 REPRESENTATIONS OF THE PURCHASER AND SHANNON

     The Purchaser and Shannon hereby separately represent and warrant to and
with each Vendor in respect of the purchase of the Vendors' Rights that:

      4.2.1       Organization of Purchaser and Shannon - Each of the Purchaser
                  and Shannon is a corporation duly organized and existing under
                  the laws of its jurisdiction of incorporation and the laws of
                  those jurisdictions in which it is required to be registered.

      4.2.2       Corporate Authority - The Purchaser and Shannon have all
                  requisite power and authority to enter into this Agreement, to
                  purchase and pay for and accept title to the Vendor's Rights
                  on the terms described herein and to perform the Purchaser's
                  and Shannon' other obligations under this Agreement.

      4.2.3       Execution of Agreement - The execution and delivery of this
                  Agreement and each and every agreement or document to be
                  executed and delivered hereunder and the consummation of the
                  transactions contemplated herein will not violate, nor be in
                  conflict with, any provision of this agreement or instrument
                  to which the Purchaser and Shannon is a party or is bound, or
                  any judgment, decree, order, statute, rule or regulation
                  applicable to the Purchaser and Shannon or the constating
                  documents or bylaws of the Purchaser and Shannon.

      4.2.4       Binding Obligation - This Agreement has been duly executed and
                  delivered by the Purchaser and Shannon and constitutes a
                  legal, valid and binding obligation of the Purchaser and
                  Shannon enforceable in accordance with its terms.

      4.2.5       Broker's Fees - The Purchaser and Shannon has not incurred any
                  obligation or liability, contingent or otherwise, for brokers'
                  or finders' fees in respect of this transaction for which the
                  Vendor shall have any obligation or liability.

      4.2.6       Capital Structure - The authorized share capital of the
                  Purchaser and Shannon consists of:

             (a)  for the Purchaser an unlimited number of Common Shares,
                  and an unlimited number of Exchangeable Shares, of

<PAGE>
                                       14

                  which only 100 Purchaser's Common Shares are issued and
                  outstanding as fully paid and non-assessable. No other
                  securities, options, warrants or other rights to
                  purchase shares or other securities of the Purchaser
                  have been authorized or agreed to be issued or are
                  outstanding except as contemplated by this Agreement.

            (b)   The authorized share capital of Shannon consists only of
                  unlimited number of common shares of which, as of September
                  29th, 2003 there were 17,214,100 shares issued and outstanding
                  and on a fully diluted basis there were 20,062,125 issued.

      4.2.7       Purchaser and Shannon's Financial Statements - The Purchaser
                  and Shannon's Financial Statements have been prepared in
                  accordance with applicable law and with Generally Accepted
                  Accounting Principles consistently applied and present fairly
                  the financial position as at the dates indicated and the
                  results of operation of the Purchaser and Shannon for the
                  period indicated and no material adverse change in such
                  financial position or such results of operations has occurred
                  since the date thereof.

      4.2.8       No Undisclosed Liabilities - The Purchaser and Shannon are not
                  subject to any liability or liabilities, absolute or
                  contingent, which individually or in the aggregate are
                  material, and which are not disclosed, or which are in excess
                  of the amounts disclosed or reserved for in, the balance sheet
                  of the Purchaser and Shannon or which are not otherwise
                  disclosed in this Agreement, other than liabilities of the
                  same nature as those set forth in the Purchaser and Shannon's
                  Financial Statements or disclosed herein and reasonably
                  incurred in the usual and ordinary course of business to the
                  Closing Date, provided that the same do not materially and
                  adversely affect the financial position of the Purchaser
                  and Shannon.

      4.2.9       Material Contracts - To the knowledge of the Purchaser and
                  Shannon after reasonably enquiry, the Purchaser and Shannon is
                  not in default under any material contract, nor is the
                  Purchaser and Shannon aware of any default by any other party
                  under any material contract, and the Purchaser and Shannon is
                  not aware of any facts or circumstances which would, with the
                  giving of notice or the lapse of time, give rise to a default
                  by the Purchaser and Shannon under a material contract.

      4.2.10      Taxes - With respect to its taxes:

          (a)  Shannon has or will within six months from the Closing Date:

               (i)  file all tax returns required to be filed by it in all
                    applicable jurisdictions,

               (ii) make and remitted all required or desirable deductions or
                    withholdings at source, and

               (iii) paid or pay all taxes, levies, assessments, reassessments,
                    penalties, interest and fines due and payable by it;

          (b)  all such tax returns properly reflect, and do not in any respect
               understate, the taxable income or the liability for taxes of
               Shannon in the relevant tax year or calendar year;

<PAGE>
                                       15

          (c)  adequate provision has been made in the Purchaser and Shannon's
               Financial Statements for all taxes, governmental charges, and
               assessments, whether relating to income, sales, real or personal
               property, or other types of taxes, governmental charges, or
               assessments, including interest and penalties thereon, payable in
               respect of the business or assets of the Purchaser and Shannon or
               otherwise, for all relevant periods;

            (d)   there are no actions, suits or other proceedings or
                  investigations or claims in progress, pending or threatened
                  against the Purchaser and Shannon in respect of any taxes,
                  governmental charges, or assessments and, in particular, there
                  are no currently outstanding reassessments or written
                  enquiries that have been issued or raised by any governmental
                  authority relating to any such taxes, governmental charges and
                  assessments;

            (e)   to the knowledge of the Purchaser and Shannon, there is no
                  basis for any adverse reassessment by any taxing authority for
                  any year remaining open for reassessment; and

            (f)   the Purchaser and Shannon have not waived any statutory period
                  for assessment of any tax.

      4.2.11      Accounts Receivable Collectible - All accounts receivable are
                  bona fide, good and collectable without set off or
                  counterclaim and all such accounts receivable shall be paid in
                  a timely fashion.

      4.2.12      Amounts In Trust - There are no amounts deposited in trust,
                  for the benefit of any third party, with the Purchaser or
                  Shannon as at the date hereof.

      4.2.13      No Material Adverse Change - There has been no material
                  adverse change in the business, assets, liabilities or
                  financial condition of Shannon since date of Shannon's
                  Financial Statements.

      4.2.14      Distributions to Shareholders - Since the date of Shannon'
                  Financial Statements, Shannon has not declared or made any
                  payment of any dividend or other distribution in respect of
                  any shares in its capital or purchased or redeemed any such
                  shares or effected any subdivision, consolidation,
                  reclassification or other modification of its share capital
                  which has not been approved in writing by Shannon prior to the
                  Closing.

      4.2.15      Withholding Amounts - Shannon has withheld all amounts
                  required to be withheld, including without limiting the
                  generality of the foregoing, all amounts required to be
                  withheld under the Income Tax Act (Canada), for unemployment
                  insurance and for the Canada Pension Plan and any other
                  amounts required by law to be withheld from any payments made
                  to any of their officers, directors and employees, and has
                  paid the same to the proper taxing authority or receiving
                  offices all in connection with Shannon' Assets or the
                  Business.

      4.2.16      Corporate Records - the corporate records and minute books of
                  the Purchaser and Shannon contain all minutes of the meetings
                  of directors and shareholders of the Purchaser and Shannon are
                  complete, accurate and up-to-date and the stock register of
                  the Purchaser and Shannon is complete and accurate in all
                  material respects.

<PAGE>

                                       16

      4.2.17      Guarantee and Indemnity Agreements - The Purchaser and Shannon
                  is not a party as guarantor or indemnitor to any agreements of
                  guarantee or indemnity for debts or obligations.

      4.2.18      Debt Instruments - At Closing the Purchaser and Shannon will
                  not have any outstanding bonds, debentures, mortgages, notes
                  or other evidence of indebtedness other than trade debts,
                  trade accounts or similar obligations entered into in the
                  ordinary course of the Purchaser and Shannon's business (to a
                  maximum aggregate amount of $1,000.00), and the Purchaser and
                  Shannon is not under any obligation to create or issue any
                  bonds, debentures, mortgages, notes or other indebtedness
                  other than as disclosed to the Vendor.

      4.2.19      Incentive Payments - The Purchaser and Shannon have not
                  received any incentives, credits, grants or other governmental
                  assistance pursuant to the Regulations in effect at the
                  relevant time which will have to be repaid by the Purchaser
                  and Shannon, or if accrued in the books and records of the
                  Purchaser and Shannon, will be disallowed.

      4.2.20      Workers' Compensation - All payments due to The Workers'
                  Compensation Board (or similar body in any other jurisdiction)
                  in respect of the Purchaser and Shannon are current.

      4.2.21      Bank Accounts - All information with respect to the any and
                  all deposits of money with any bank, trust company, treasury
                  branch or other entity empowered or authorized to receive and
                  hold deposits of money and includes any and all deposit
                  certificates or receipts or other instrument of like tenor,
                  held for or in the name of the Purchaser and Shannon, have
                  been provided to the Purchaser and Shannon.

      4.2.22      Defaults under Statutes - The Purchaser and Shannon have not
                  received any notices of any breach of any statutes,
                  regulations, rules, orders.

      4.2.23      Operating Records - The books and records Shannon disclose all
                  material transactions entered into by Shannon or on its behalf
                  to the Closing Date.

      4.2.24      Deterrence - Except for information relating to general
                  economic climate and general industry conditions and any
                  changes of law, the Purchaser and Shannon has no information
                  or knowledge of any fact relating to the Purchaser and
                  Shannon's business or the Purchaser and Shannon's ownership
                  and operation of the Purchaser and Shannon's Assets not
                  disclosed to the Vendors which, if known to the Vendors, might
                  reasonably be expected to deter the Vendors from completing
                  the transactions herein contemplated.

      4.2.25      Lawsuits - The Purchaser and Shannon are not a party to any
                  action, suit or other legal, administrative or arbitration
                  proceeding or government investigation, actual or threatened,
                  which might reasonably be expected to result in impairment or
                  loss of the Purchaser and Shannon's interest in the Purchaser
                  and Shannon' Assets or any part thereof, and there is no
                  particular circumstance, matter or thing known to the
                  Purchaser and Shannon which could reasonably be anticipated to
                  give rise to any such action, suit or other legal,
                  administrative or arbitration proceeding or government
                  investigation.

<PAGE>
                                       17


      4.2.26      Financial Commitments - There are no financial commitments
                  which are outstanding or due, or that hereafter may become due
                  in respect of Shannon and Shannon's Assets, or operations in
                  respect of Shannon's Assets and which shall become the
                  responsibility Shannon that have not been disclosed by
                  Shannon.

      4.2.27      No Other Assets or Obligations - Shannon has no other assets,
                  obligations or liabilities, other than Shannon's Assets as
                  disclosed in Schedule "C" hereto.

                                    ARTICLE 5
                               VENDOR'S COVENANTS

Section 5.1 COVENANTS OF THE VENDOR

     Each Vendor hereby separately covenants to and with the Purchaser as
follows.

      5.1.1       Tax Returns and Other Records - The Vendor shall cause the
                  Corporation to deliver to the Purchaser any information,
                  books, accounts, records, tax returns or other data and
                  information relating to the Corporation on or as soon after
                  the Closing Date as reasonably possible.

      5.1.2       Filing Tax Information - The Vendor shall cause the
                  Corporation to complete and file on a timely basis all
                  returns, forms and elections required to be filed by the
                  Corporation in respect of its taxation year ending immediately
                  before the Closing Date and shall cause the Corporation to pay
                  any tax, interest or penalties payable in respect thereof and
                  the expenses of the preparation and filing of same.

      5.1.3       Securities Law Compliance Regarding Purchaser's Securities
                  Received - The Vendor acknowledges that the Purchaser's
                  securities acquired hereunder may be subject to resale
                  restrictions under applicable securities legislation and
                  policies and hereby agrees that the Vendor will comply with
                  all relevant securities legislation and policies concerning
                  any resale of such securities and will consult with the
                  Vendor's own legal advisors with respect to complying with all
                  applicable restrictions applying to any such resale.

      5.1.4       Compliance for this Trade - If required by applicable
                  securities legislation, policy or order of any securities
                  commission, stock exchange or other regulatory authority,
                  subject always to the conditions precedent contained in
                  section 10.2.2 hereof, the Vendor will execute, deliver, file
                  and otherwise assist the Purchaser in filing, such reports,
                  undertakings and other documents with respect to this
                  transaction.

      5.1.5       Compliance with Future Stock Exchange Requirements - Subject
                  always to the conditions precedent contained in section
                  10.2.2 hereof, the Vendor agrees that if the Vendor is
                  required by any stock exchange or securities commission to
                  give any undertakings, to file any personal information or to
                  escrow all or any of the Purchaser's Common Shares received
                  hereunder in order for the Purchaser or any successor
                  corporation to meet the requirements of such stock exchange or
                  securities commission in connection with any offering or
                  listing of shares of the Purchaser or successor corporation,
                  the Vendor will give all such undertakings, file such personal
                  information and/or enter into such escrow as shall be required
                  for such purpose.

<PAGE>
                                       18


                                    ARTICLE 6
                             NO MERGER AND SURVIVAL

Section 6.1 NON-MERGER

     The covenants, representations and warranties set forth in Articles 4 and 5
shall be deemed to apply to all assignments, conveyances, transfers and
documents conveying any of the Vendor's Rights from the Vendor to the Purchaser
and there shall not be any merger of any covenant, representation or warranty in
such assignments, transfers or documents notwithstanding any rule of law, equity
or statute to the contrary and all such rules are hereby waived.

Section 6.2 SURVIVAL

     The covenants, representations and warranties set forth in Articles 4. and
5. shall survive the closing of the purchase and sale of the Vendor's Rights
and, notwithstanding such closing or any investigation made by or on behalf of
the Vendor or the Purchaser, shall continue in full force and effect for the
benefit of the other Party, provided, however, that:

      6.2.1       the covenants, representations and warranties of the Vendor,
                  Shannon or the Purchaser, except those relating to the tax
                  liability of the Corporation, Shannon or the Purchaser, as the
                  case may be, shall terminate at the expiry of one year
                  following the Closing Date;

      6.2.2       those covenants, representations and warranties of the Vendor,
                  Shannon or the Purchaser relating to the tax liability of the
                  Corporation, Shannon or the Purchaser, as the case may be,
                  shall, unless resulting from any misrepresentations made or
                  fraud committed in filing a return or supplying information
                  for the purposes of any Regulations or any other legislation
                  imposing tax on the Corporation, Shannon or the Purchaser,
                  as the case may be, terminate at the expiry of the last of the
                  limitation periods contained in the applicable Regulations or
                  any other legislation imposing tax on the Corporation
                  subsequent to the expiry of which an assessment, reassessment,
                  or other form of recognized document assessing liability for
                  any year ended or deemed to have ended prior to the Closing
                  Date cannot be issued to the Corporation, Shannon or the
                  Purchaser, as the case may be; and

      6.2.3       there shall be no limit on the covenants, representations and
                  warranties of the Vendor or Shannon relating to tax liability
                  of the Corporation or Shannon as the case may be based upon
                  any misrepresentations made or fraud committed in filing a
                  return or in supplying information for the purposes of any
                  Regulations or other legislation imposing tax on the
                  Corporation or Shannon.

                                    ARTICLE 7
                                    INDEMNITY

Section 7.1 INDEMNITY

     The Vendors shall jointly and severally indemnify and save the Purchaser
and the Corporation, or both, harmless from and against any loss whatsoever
arising out of, under or pursuant to:
<PAGE>

                                       19


      7.1.1       and all claims, liabilities, contracts, undertakings and
                  arrangements of the Corporation, including, without limiting
                  the generality of the foregoing, any liabilities for federal,
                  provincial, sales, excise, income, corporate and any other
                  taxes of the Corporation, existing at the Closing Date and not
                  disclosed in, provided for or included in the Corporation's
                  Financial Statements save and except those liabilities;

      7.1.2       disclosed in this Agreement or any Schedule hereto, or

      7.1.3       accruing or incurred in the ordinary course of business
                  subsequent to the date of the Corporation's Financial
                  Statements and up to the Closing Date; and

      7.1.4       any and all reassessments for income tax, sales tax, excise
                  tax and any interest or penalty for any period ending on or
                  before the Closing Date for which no adequate reserve has been
                  provided in the Corporation's Financial Statements in respect
                  of any matter arising prior to the Closing Date.

                                    ARTICLE 8
                               PRE-CLOSING MATTERS

Section 8.1 COVENANTS OF THE VENDORS

            During the period from the date hereof to the Closing Time:

      8.1.1       each Vendor shall use its best efforts to cause all of the
                  conditions for the benefit of the Purchaser to be fulfilled
                  at or before the Closing Time;

      8.1.2       no Vendor shall submit or entertain any offers from any other
                  Person in respect of and shall not enter into discussions with
                  any other Person relating to a proposed disposition by the
                  Vendors of any interest in the Corporation or a disposition by
                  the Corporation of the Corporation's Assets or any part
                  thereof; and

      8.1.3       no Vendor shall permit, cause or acquiesce in the issuance of
                  any securities by the Corporation to any Person.

Section 8.2 COVENANTS OF THE PURCHASER AND SHANNON

            During the period from the date hereof to the Closing Time:

      8.2.1       the Purchaser and Shannon shall use their best efforts to
                  cause all of the conditions for the benefit of the Vendors to
                  be fulfilled at or before the Closing Time;

      8.2.2       the Purchaser shall not submit or entertain any offers from
                  any other Person in respect of and shall not enter into
                  discussions with any other Person relating to a proposed
                  disposition by the Purchaser of any interest in the Purchaser
                  or a disposition by the Purchaser of the Purchaser's Assets or
                  any part thereof; and

<PAGE>
                                       20

      8.2.3       the Purchaser shall not permit, cause or acquiesce in the
                  issuance of any securities by the Purchaser to any Person,
                  except pursuant to the exercise of existing rights.

Section 8.3 EXAMINATION AND INVESTIGATION BY PURCHASER

     The Vendors shall permit or cause the Corporation to permit employees,
advisors and representatives of the Purchaser full and complete access to all
facilities and premises and all current and historical records and information
of every nature and kind within the Vendors' or the Corporation's possession or
control which relate to the acquisition, exploration, development, construction,
operation, maintenance, or ownership of any of the Corporation's Assets or the
conduct of its business or with respect to the incorporation, organization,
operations, or financial position of the Corporation or the acquisition or
ownership of the shares of the Corporation for the purposes of reviewing same
and such employees, advisors, and representatives shall be permitted to make
copies of such records and information as they may deem advisable. Each Vendor
shall use his best efforts to make available, or cause the Corporation to make
available, to the Purchaser any pertinent information that is possessed by
another Person or which is relevant to acquisition, exploration, development,
construction, operation, maintenance, and ownership of the Corporation's Assets
or the conduct of its business. The Purchaser and its employees, advisors, and
representatives shall be entitled to make copies of such information as they
reasonably consider necessary. the Vendors shall not require the return or
destruction of any information prior to the Closing Time.

Section 8.4 EXAMINATION AND INVESTIGATION BY VENDORS

     The Purchaser and Shannon shall permit employees and advisors and
representatives of the Vendors full and complete access to all facilities and
premises and all current and historical records and information of every nature
and kind within the Purchaser's or Shannon' possession or control which relate
to the acquisition or ownership of any of the Purchaser's Assets or Shannon
Shares or the conduct of their business or with respect to the incorporation,
organization, operations, or financial position of the Purchaser or Shannon or
the acquisition or ownership of the Shannon Shares for the purposes of reviewing
same and such employees, advisors, and representatives shall be permitted to
make copies of such records and information as they may deem advisable. The
Purchaser and Shannon shall use their best efforts to make available to the
Vendors any pertinent information that is possessed by another Person or which
is relevant to acquisition and ownership of the Purchaser's Assets or the
Shannon Shares or the conduct of their business. The Vendors and their
employees, advisors, and representatives shall be entitled to make copies of
such information as they reasonably consider necessary. The Purchaser and
Shannon shall not require the return or destruction of any information prior to
the Closing Time.

Section 8.5 CORPORATION'S FINANCIAL STATEMENTS

     To the extent not previously delivered, the Vendors shall cause the
Corporation as soon as practical, to deliver the Corporation's Financial
Statements to the Purchaser.
<PAGE>
                                       21


                                    ARTICLE 9
                      NON-DISCLOSURE AND USE OF INFORMATION

Section 9.1 USE OF CORPORATION'S INFORMATION

     Notwithstanding the obligations of the Vendors to provide information to
the Purchaser pursuant to Article 8 hereof:

      9.1.1       the Vendors and the Corporation shall not be under any
                  obligation to give such access or furnish such information if
                  to do so would cause the Corporation to be in violation of any
                  confidentiality agreement with any Person, if such Person has
                  refused to permit the release of such information to the
                  Purchaser following exercise by the Corporation of its best
                  efforts to obtain consent to such release when the exercise of
                  such best efforts was requested by the Purchaser;

      9.1.2       any information provided to the Purchaser or any employee,
                  advisor and representative of the Purchaser hereunder which is
                  not publicly disclosed, is confidential or is proprietary in
                  nature ("the Corporation's Information") shall be kept
                  confidential and shall not, without the prior written consent
                  of the Corporation, be disclosed by a recipient in any manner
                  whatsoever, in whole or in part, and shall not be used by the
                  Purchaser or any such employee, advisor or representative
                  (other than in connection with this transaction) or following
                  the termination of this Agreement in the acquisition of any
                  securities of the Corporation or any of the Corporation's
                  Assets in another transaction for a period of one year
                  following the termination of this Agreement.  The
                  Corporation's Information shall be revealed only to employees,
                  advisors and representatives who need to know it for the
                  purpose of implementing the transaction who will be informed
                  of the confidential nature of the Corporation's Information
                  and agree to act in accordance herewith;

      9.1.3       the term the Corporation's Information shall not include
                  information which:

            (a)   is or becomes generally available to the public other than as
                  a result of a disclosure by the Purchaser or any other
                  recipient of the Corporation's Information hereunder, or

            (b)   is or becomes available to the Purchaser or any other
                  recipient of the Corporation's Information hereunder on a
                  non-confidential basis from a source other than the
                  Corporation which is not prohibited from disclosing such
                  Corporation's Information to the Purchaser by a legal,
                  contractual or fiduciary obligation to the Corporation; and

      9.1.4       in the event that the Purchaser or any other recipient of the
                  Corporation's Information hereunder becomes legally obliged to
                  disclose any of the Corporation's Information, the Purchaser
                  shall provide the Corporation with prompt notice of such
                  obligation (and in any event  not less than 24 hours prior to
                  the time that such the Corporation's Information is required
                  to be disclosed) so that the Corporation may seek a protective
                  order or other appropriate remedy and/or waive compliance with
                  this Subsection.  In the event that such protective order or
                  other remedy is not obtained, or that the Corporation waives
                  compliance with this Subsection, the Purchaser or any other
                  recipient of the Corporation's Information hereunder shall
                  furnish only that portion of the Corporation's Information
                  which is legally required to be disclosed and exercise their
                  best efforts to obtain reliable assurance that confidential
                  treatment will be accorded the Corporation's Information.

<PAGE>
                                       22


Section 9.2 USE OF PURCHASER'S INFORMATION

     Notwithstanding the obligations of the Purchaser and Shannon to provide
information to the Vendors pursuant to Article 8 hereof:

      9.2.1       the Purchaser or Shannon shall not be under any obligation to
                  give such access or furnish such information if to do so would
                  cause the Purchaser or Shannon to be in violation of any
                  confidentiality agreement with any Person, if such Person has
                  refused to permit the release of such information to the
                  Purchaser following exercise by the Purchaser of its best
                  efforts to obtain consent to such release when the exercise of
                  such best efforts was requested by the Purchaser;

      9.2.2       any information provided to the Vendors or the Corporation
                  or any employee, advisor and representative of the Vendors
                  or the Corporation hereunder which is not publicly
                  disclosed, is confidential or is proprietary in nature ("the
                  Purchaser's Information") shall be kept confidential and
                  shall not, without the prior written consent of the
                  Purchaser, be disclosed by a recipient in any manner
                  whatsoever, in whole or in part, and shall not be used by
                  the Vendors or the Corporation or any such employee, advisor
                  or representative (other than in connection with this
                  transaction) or following the termination of this Agreement
                  in the acquisition of any securities of the Purchaser or any
                  of the Purchaser's Assets in another transaction for a
                  period of one year following the termination of this
                  Agreement. The Purchaser's Information shall be revealed
                  only to employees, advisors and representatives who need to
                  know it for the purpose of implementing the transaction who
                  will be informed of the confidential nature of the
                  Purchaser's Information and agree to act in accordance
                  herewith;


      9.2.3       the term the Purchaser's Information shall not include
                  information which:

            (a)   is or becomes generally available to the public other than as
                  a result of a disclosure by the Vendors or the Corporation or
                  any other recipient of the Purchaser's Information hereunder,
                  or

            (b)   is or becomes available to the Vendors or the Corporation or
                  any other recipient of the Purchaser's Information hereunder
                  on a non-confidential basis from a source other than the
                  Purchaser which is not prohibited from disclosing such
                  Purchaser's Information to the Vendors or the Corporation by a
                  legal, contractual or fiduciary obligation to the Purchaser;
                  and

            (c)   in the event that the Vendors or the Corporation or any
                  other recipient of the Purchaser's Information hereunder
                  becomes legally obliged to disclose any of the Purchaser's
                  Information, the Vendors or the Corporation shall provide
                  the Purchaser with prompt notice of such obligation (and in
                  any event not less than 24 hours prior to the time that such
                  the Purchaser's Information is required to be disclosed) so
                  that the Purchaser may seek a protective order or other
                  appropriate remedy and/or waive compliance with this
                  Subsection. In the event that such protective order or other
                  remedy is not obtained, or that the Purchaser waives
                  compliance with this Subsection, the Vendors, the
                  Corporation or any other recipient of the Purchaser's
                  Information hereunder shall furnish only that portion of the
                  Purchaser's Information which is legally required to be
                  disclosed and exercise their best efforts to obtain reliable
                  assurance that confidential treatment will be accorded the
                  Purchaser's Information.
<PAGE>
                                       23


Section 9.3 PRESS RELEASES

     All press releases or other similar public written communications of any
sort by Shannon or the Corporation relating to this transaction and this
Agreement and the method of release for publication thereof, will be subject to
the approval of Shannon. Shannon will deal expeditiously with a request for
approval of such a written communication. The Vendors and the Purchaser will
cooperate in relation to other public communications with respect to their
respective businesses or this transaction with a view to achieving consistency
in the content of such communication and ensuring that such communications are
consistent with this Agreement.

                                   ARTICLE 10
          CONDITIONS PRECEDENT TO THE PERFORMANCE UNDER THIS AGREEMENT

Section 10.1      PURCHASER'S CONDITIONS

     The obligation of the Purchaser to complete the purchase of the Vendor's
Rights shall be subject to the satisfaction of, or compliance with, at or before
the Closing Time, each of the following conditions (each of which is hereby
acknowledged to be inserted for the exclusive benefit of the Purchaser and may
be unilaterally waived by the Purchaser in whole or in part):

      10.1.1      Truth and Accuracy of Representations - All of the
                  representations and warranties of the Vendors set forth in
                  this Agreement shall be true and correct as at the Closing
                  Time with the same force and effect as though made at the
                  Closing Time except to the extent affected by the transactions
                  contemplated by this Agreement.

     10.1.2       Satisfactory Due Diligence - All requests for information
                  about the Vendors and the Corporation shall have been
                  responded to by the Vendors and the Corporation to the
                  satisfaction of the Purchaser in its sole discretion and the
                  Purchaser shall have received all documentation required to be
                  delivered to the Purchaser at or before the Closing Time in
                  accordance with this Agreement.

     10.1.3       Compliance with Agreement - All of the terms, covenants,
                  agreements and conditions of this Agreement to be complied
                  with or performed by the Vendors at or before the Closing Time
                  shall have been complied with or performed.

     10.1.4       Receipt of Closing Documentation - The Purchaser shall have
                  received all documentation required to be delivered to the
                  Purchaser at or before the Closing Time in accordance with
                  this Agreement.

<PAGE>
                                       24

     10.1.5       Approvals - All approvals relating to the consummation of the
                  transactions hereby contemplated shall have been obtained from
                  the relevant regulatory bodies;

     10.1.6       Discharges - All liens, charges, encumbrances, security
                  interests and other claims, whatsoever, registered or made by
                  any Person on or against the Vendor's Rights shall have been
                  discharged or provision therefor, satisfactory to the
                  Purchaser shall have been made at or before the Closing Time.

     10.1.7       Legal Formalities - All actions and proceedings and all
                  instruments and documents required to implement this Agreement
                  or any other agreements incidental thereto, and all other
                  legal matters relating to the purchase of the Vendor's Rights
                  by the Purchaser shall have been approved as to form and
                  legality by counsel for the Purchaser.

     10.1.8       Condition of Corporation's Financial Statements - The
                  Purchaser shall have received the Corporation's Financial
                  Statements in accordance with Section 8 and shall be satisfied
                  with the financial condition of the Corporation based on the
                  contents of the Corporation's Financial Statements.

     10.1.9       No Change of Laws - After the date hereof and prior to the
                  Closing Time, there shall have been no change in the laws in
                  force in any jurisdiction in which any of the Corporation's
                  business is carried on, or any of the Corporation's Assets
                  are located including, without limitation, amendment to or
                  repeal of existing statutes, regulations, rules or policies
                  and enactment or implementation of new statutes,
                  regulations, rules or policies, nor the occurrence of any
                  general or specific event which, in the opinion of the
                  Purchaser, could materially adversely affect the
                  Corporation's Assets, the conduct of its business, or the
                  transactions contemplated herein or the ability of the
                  Corporation to conduct, expand or develop its business or to
                  own or operate the Corporation's Assets after the Closing
                  Time, and no such change shall have been proposed.


     10.1.10      Concurrent Closings - All of the conditions precedent to the
                  obligations of the Purchaser to complete the transactions
                  herein contemplated or contemplated in the other agreements
                  contemplated or required hereby and Schedules hereto shall
                  have been fulfilled or satisfactorily performed in accordance
                  therewith including, without limitation, the delivery of all
                  documents required to be delivered thereunder.

     10.1.11      No Change in Operations - Except as agreed to in writing by
                  the Purchaser, the Corporation shall not and the Vendors shall
                  take such steps as may be necessary to cause the Corporation
                  not to:

                    (a)  acquire or agree to acquire any assets or acquire or
                         agree to acquire by amalgamating, merging or
                         consolidating with, purchasing substantially all of the
                         assets of or otherwise, any business or any
                         corporation, partnership, association or other business
                         organization or division thereof;

                    (b)  and will not agree to sell, lease or otherwise dispose
                         of or grant any option with respect to any of its
                         assets;
<PAGE>
                                       25



                    (c)  guarantee the payment of indebtedness or incur
                         indebtedness for money borrowed or issue any debt
                         securities; or

                    (d)  grant any director, any officer or any employee who has
                         a policy making function or who manages a principal
                         business unit, any increase in compensation or in
                         severance or termination pay (whether or not such
                         compensation or pay is payable in cash), or enter into
                         any employment agreement with any such director,
                         officer or employee, or hire or promote any Person.

         10.1.12     No Damage - No destruction, material damage,
                     appropriation, expropriation or seizure of any of the
                     Corporation's Assets or Vendor's Rights or of all
                     Corporation's Assets shall have occurred.

Section  10.2     VENDORS' CONDITIONS

     The obligation of each Vendor to complete the sale of the Vendor's Rights
shall be subject to the satisfaction of, or compliance with, at or before the
Closing Time, each of the following conditions (each of which is hereby
acknowledged to be inserted for the exclusive benefit of each Vendor and may be
unilaterally waived by each Vendor in whole or in part):

     10.2.1       Truth and Accuracy of Representations - All of the
                  representations and warranties of the Purchaser and Shannon
                  set forth in this Agreement shall be true and correct as at
                  the Closing Time with the same force and effect as though made
                  at the Closing Time.

     10.2.2       Performance of Obligations - All of the terms, covenants,
                  agreements and conditions of this Agreement to be complied
                  with or performed by the Purchaser or Shannon at or before the
                  Closing Time shall have been complied with or performed.

Section 10.3      RIGHTS OF THE PURCHASER AND SHANNON

     If any of the conditions for the exclusive benefit of the Purchaser and
Shannon as set forth in Section 10 shall not have been fulfilled at or prior to
the Closing Time, the Purchaser and Shannon shall be entitled, by notice to the
Vendors prior to the time of completion of the Closing:

     10.3.1       to terminate  their  obligations  hereunder and this
                  Agreement  effective as of the time of such notice; or

     10.3.2       to proceed with the Closing as contemplated by Article 11.

     If no such notice is given prior to the completion of the Closing, the
Purchaser and Shannon shall be deemed to have elected to proceed with the
Closing as contemplated by Article 11.

<PAGE>

                                       26


Section 10.4      RIGHTS OF THE VENDORS

         If any of the conditions for the exclusive benefit of the Vendors set
forth in Section 10.2 shall not have been fulfilled at or prior to the Closing
Time, the Vendors shall be entitled, by notice to the Purchaser and Shannon
prior to the time of completion of the Closing:

     10.4.1       to terminate  their  obligations  hereunder and this
                  Agreement  effective as of the time of such
                  notice; or

     10.4.2       to proceed with the Closing as contemplated by Article 11.

If no such notice is given prior to the completion of the Closing, the Vendors
shall be deemed to have elected to proceed with the Closing as contemplated by
Article 11.

Section 10.5      RIGHTS OF TERMINATION

         If this Agreement has been terminated pursuant to Section 10.3.1 or
Section 10.4.1 hereof, all Parties to this Agreement shall be released from all
their obligations under this Agreement, save and except with respect to pay a
break up fee as set out in Section 2.2 of this Agreement.

                                   ARTICLE 11
                                     CLOSING

Section 11.1      PLACE OF CLOSING AND CLOSING TIME

     The Closing shall take place at the Closing Time at the offices of the
Purchaser or at such other place as may be agreed upon by the Vendors and the
Purchaser; PROVIDED HOWEVER, if the Parties are diligently pursuing completion
of the conditions precedent to Closing, the Parties hereby agree that the Time
for Closing shall be extended for such reasonable period as shall be necessary
to complete such matters.

Section 11.2      DELIVERIES BY VENDORS

     At the Closing Time and at the place of the Closing, each Vendor shall:

     11.2.1       deliver to the Purchaser certificates or other instruments
                  representing or evidencing the Vendor's Rights duly endorsed
                  for transfer or assignment to the Purchaser;

     11.2.2       deliver to the Purchaser a certified copy of a resolution of
                  the directors of the Corporation consenting to the transfer of
                  the Vendor's Rights and authorizing the registration of such
                  transfer on the appropriate registers of the Corporation;

     11.2.3       deliver to the Purchaser one or more certificates or other
                  instruments representing or evidencing the Vendor's Rights,
                  registered in the name of the Purchaser duly signed by the
                  proper officers of the Corporation and evidence satisfactory
                  to the Purchaser that it is registered as the holder thereof
                  on the appropriate registers of the Corporation;
<PAGE>
                                       27


     11.2.4       deliver to the Purchaser at the Closing Time the resignations
                  of all of the directors and officers of the Corporation
                  effective immediately upon the delivery thereof, together with
                  a complete release and discharge by such directors and
                  officers of any and all claims against the Corporation which
                  may have arisen prior to the Closing Time;

     11.2.5       deliver to the Purchaser a certificate signed by each Vendor
                  to the effect that the representations and warranties of the
                  Vendor herein contained are true and correct as at the Closing
                  Time;

     11.2.6       deliver to the Purchaser such other documents as the
                  Purchaser may reasonably request.

Section 11.3      DELIVERIES OF PURCHASER AND SHANNON AT CLOSING

     At the Closing Time and at the Place of Closing, the Purchaser and Shannon
shall deliver to each Vendor:

     11.3.1       deliver to each Vendor one or more certificates or other
                  instruments representing or evidencing the Purchase
                  Consideration herein payable to each Vendor, in accordance
                  with Section 3.1 hereof;

     11.3.2       certified resolutions of the Purchaser and Shannon authorizing
                  the transactions contemplated hereby;

     11.3.3       a certificate signed by an officer of the Purchaser and a
                  certificate for an officer of Shannon to the effect that the
                  representations and warranties of the Purchaser and Shannon,
                  as the case may be, herein contained are true and correct as
                  at the Closing Time; and

     11.3.4       such other documents as Vendors may reasonably request.

Section 11.4      CLOSING ESCROW

     All payments or documents delivered by any Person at the Closing Time shall
be deemed not to have been delivered until each of the Vendors, the Purchaser
and Shannon has declared that it is satisfied with the form and substance of the
payments or documents to be delivered to such Person and all conditions to the
delivery or release of any payments or documents to be delivered at the Closing
Time by Parties other than the Vendors or the Purchaser shall have been
satisfied.

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.1      GOVERNING LAW AND ATTORNMENT

     This Agreement shall, in all respects, be subject to and be interpreted,
construed and enforced in accordance with the laws in effect within the Province
of Alberta. Each Party hereby expressly attorns to the jurisdiction of the
courts of the Province of Alberta and all courts of appeal therefrom.

<PAGE>
                                       28

Section 12.2      TIME OF THE ESSENCE

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

Section 12.3      NOTICES

         The address for notices of each of the Parties shall be as follows:

         SHANNON INVESTMENTS LTD.

         2000 - 715 5 Avenue SW
         Calgary, Alberta T2P 2X6
         Attention: Blair Coady

         Facsimile No:     (403) 538 - 0003
         Telephone No.:    (403) 538 - 3706

                  SHANNON INTERNATIONAL RESOURCES, INC.

         2000 - 715 5 Avenue SW
         Calgary, Alberta T2P 2X6
         Attention: Blair Coady

         Facsimile No.:    (403) 538 - 0003
         Telephone No.:    (403) 538 - 3706

         LOGICAL SEQUENCE INCORPORATED

         192 Joseph Zatzman Drive, Unit 14
         Dartmouth Nova Scotia   B3B 1N4
         Attention: James G. Menzies

         Facsimile No.:    (902) 481 - 7224
         Telephone No.:    (902) 468 - 7177 Ext. 1003

     Each of the Parties may from time to time change their address for service
herein by giving written notice to the other Party. Any notice, required or
contemplated hereunder, may be served by personal service upon an officer or
director of a Party or by telecopy, facsimile transmission or mailing the same,
except during periods of actual or anticipated postal disruptions, by prepaid
registered post in a properly addressed envelope addressed to the Party at its
address for service hereunder, as the same may be amended from time to time in
accordance herewith. Any notice given by service upon an officer or director of
a Party shall be deemed to be given on the date of such service. Any notice
given by mail shall be deemed to be given to and received by the addressee on
the fifth Business Day after the mailing thereof. Any notice given by telecopy
or facsimile transmission shall be deemed to be given to and received by the
addressee on the next Business Day after the sending thereof.

<PAGE>
                                       29


Section 12.4      PRIOR AGREEMENTS

     This Agreement shall supersede and replace any and all prior agreements
between the Parties relating to the sale and purchase of the Vendor's Rights and
may be amended only by written instrument signed by all Parties.

Section 12.5      FURTHER ASSURANCES

     Each Party hereto shall, from time to time, and at all times hereafter at
the request of any other Party hereto, but without further consideration, do all
such further acts and execute and deliver all such further instruments, notices,
releases and documents as shall be reasonably required in order to fully perform
and carry out the terms hereof.

This instrument states the entire agreement between the Parties.

Section 12.6      ENUREMENT

     This Agreement shall be binding upon and shall enure to the benefit of and
be binding upon the Parties and their respective successors, receivers,
receiver-managers, trustees and permitted assigns, as the case may be.



          The remainder of this page has been left blank intentionally.


<PAGE>
                                       30


     IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement
effective as of the date first above written.

                                  Shannon Investments Ltd.

                                  Per: /s/ Blair Coady
                                      ----------------------------------
                                  Blair Coady
                                  Authorized Signing Officer

                                  Shannon International Resources Inc.

                                  Per:  /s/  Blair Coady
                                      ----------------------------------
                                           Blair Coady

                                  Authorized Signing Officer

                                  Logical Sequence Incorporated

                                  Per: /s/ James G. Menzies
                                      ----------------------------------
                                  James G. Menzies
                                  Authorized Signing Officer






                                All Vendors Individually as per the Schedule "D"
                                ------------------------------------------------