EXHIBIT 10.43

         THIS SHARE PURCHASE AGREEMENT is dated as of the 19th day of May, 1999.

BETWEEN:

                           JETFORM CORPORATION
                           (the "Vendor" or "JetForm")

AND:

                           CALIAN TECHNOLOGY LTD.
                           (the "Purchaser" or "Calian")

WHEREAS:

A. The Vendor is the registered and beneficial  owner of 1,000,000 common shares
and 23,750  Class B Cumulative  Redeemable  Retractable  Convertible  Preference
Shares (the  "Purchased  Shares") in the capital stock of Why  Interactive  Inc.
(the  "Company"),  being all the issued and  outstanding  shares in the  capital
stock of the Company.

B. The Vendor has agreed to sell to the  Purchaser  and the Purchaser has agreed
to  purchase  from the  Vendor  the  Purchased  Shares in  consideration  of the
Purchase Price as defined hereinafter, such purchase to be effective as of April
30, 1999 (the "Effective Date").

C. The Vendor,  the  Purchaser  and the Company have entered into a certain term
sheet as of April 30, 1999 as amended  setting out the general  terms in respect
of the  purchase  and sale of the  Purchased  Shares (the "Term  Sheet"),  which
general terms are fully defined pursuant to the herein Agreement.

D.  Contemporaneously  with the  execution  of the Term Sheet,  the Vendor,  the
Purchaser  and LaBarge  Weinstein  (the "Escrow  Agent")  entered into a certain
escrow agreement as of April 30, 1999 (the "Escrow Agreement") pursuant to which
the Purchaser  deposited the amount of $3,000,000  with the Escrow Agent,  which
amount shall be applied in respect of the Purchase Price as hereinafter defined.

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  that  for  good  and  valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged and
in  consideration of the premises and mutual  covenants  herein  contained,  the
parties hereto agree as follows:

1.   Purchase and Sale

On the Closing (as hereinafter defined), subject to the terms hereof, the Vendor
agrees to sell the Purchased Shares to the Purchaser and the Purchaser agrees to
purchase from the Vendor the Purchased Shares.  The sale of the Purchased Shares
by the Vendor to the Purchaser shall be completed by the parties on the date set
forth in Section 4 hereof,  by  delivery by the Vendor to the  Purchaser  of the
documents set forth in Section 4 hereof against delivery by the Purchaser to the
Vendor of the consideration specified in Section 2 hereof.

2.   Purchase Price and Payment

Subject  to  the   adjustments  as  detailed   below,   if  any,  the  aggregate
consideration  for the  Purchased  Shares  shall be  $6,359,000  (the  "Purchase
Price"). The Purchase Price shall be subject to adjustment by an increase in the
amounts (the  "Adjustment  Amounts")  of any cash  payments  received  after the
Effective  Date by either the Purchaser or the Company in respect of amounts due
to the Company:

     (a)  from Viva Interactive  Learning Inc. for events or services which were
          completed prior to the Effective Date; and/or

     (b)  in respect of any research and  development  tax credits earned by the
          Company attributable to activities taking place prior to the Effective
          Date (the "ITCs").

On the Closing (as  hereinafter  defined),  the Purchase Price shall be paid and
satisfied as follows:

     (i)     by the  delivery  by  the  Escrow  Agent  pursuant  to  the  Escrow
             Agreement to the Vendor of a certified  cheque or bank draft in the
             aggregate  amount of $3,000,000  less  $1,259,000  for  liabilities
             payable by the Company to the Vendor (the "Intercompany Liability")
             as at the Effective Date (the "Closing Cash Payment");

     (ii)    by the delivery to the Vendor of a convertible  debenture issued by
             the Purchaser substantially in the form attached hereto as Schedule
             A1  having a  principal  amount  of  $2,359,000  (the  "Convertible
             Debenture"), which Convertible Debenture shall have a term of three
             (3) years from  Closing,  bear  interest at a rate of five  percent
             (5%)  per  annum   payable   quarterly  in  arrears  and  shall  be
             convertible into five hundred and thirty-nine thousand, two hundred
             (539,200)  common  shares  of  the  Purchaser  (the  "Consideration
             Shares")  which  shall be  freely  tradeable  on the  terms set out
             therein; and

     (iii)   by  the  delivery  to  the  Vendor  of a  debenture  issued  by the
             Purchaser  substantially in the form attached hereto as Schedule A2
             having a principal  amount of $1,000,000  (the  "Debenture")  which
             Debenture  shall be payable on April 15, 2000,  bear  interest at a
             rate of five percent (5%) per annum payable quarterly in arrears.

Included in the Purchase Price, upon the Closing,  the Purchaser shall cause the
Escrow  Agent  to  deliver  to the  Vendor  a  certified  cheque  or bank  draft
representing the Intercompany Liability.

Subsequent  to  the  Closing,  and  for an  indefinite  period  thereafter,  the
Purchaser  shall  pay,  or cause the  Company  to pay,  amounts  comprising  the
Adjustment  Amounts to the Vendor  within 30 days of the receipt of same,  or in
the case of any ITCs,  within 30 days of Revenue  Canada having issued its final
notice of  assessment,  reassessment  or  confirmation,  as the case may be. The
Purchaser  shall be liable to account to the Vendor in respect of the Adjustment
Amounts  upon  request  by the Vendor  acting  reasonably.  Notwithstanding  any
provision  herein to the  contrary,  the foregoing  covenants  shall survive the
completion of the transactions contemplated hereby.

The parties  hereto  acknowledge  that the Vendor has operated the Company since
the  Effective  Date on behalf of the  Purchaser and shall prepare and submit to
the Purchaser by June 15, 1999 the Company's financial  statements for the month
of May 1999.  Upon  agreement  by the parties  hereto as to the accuracy of such
financial  statements,  to the extent of a surplus of cash for such  month,  the
Vendor  shall remit such surplus to the  Purchaser  and, to the extent of a cash
deficit for such month, the Purchaser shall remit such deficit to the Vendor, in
either  case within  fifteen  (15) days of the  parties  hereto  agreeing on the
amount of such  surplus  or  deficit,  as the case may be. The  foregoing  is in
addition to the Vendor's  right to withdraw the cash and cash  equivalents as of
the Effective Date.

Other Covenants

(1)  the Vendor  shall have  caused the  Company to reduce the work in  progress
     shown on its books of account as at the  Effective  Date,  as it relates to
     its contract with Brooks Cole by $300,000;

(2)  within  thirty  (30)  days of  Closing,  the  Vendor  shall  enter  into an
     agreement  with the Company,  on terms  acceptable to the  Purchaser  acing
     reasonably,  for a  services  solution  worth a minimum of  $200,000  to be
     delivered by the Company no later than September 30, 1999;

(3)  in the event  that the total  revenue  of the  Company  for the five  month
     period  ending  September  30, 1999,  calculated  using the  percentage  of
     completion  method,  falls short of  $2,083,000,  the Vendor shall contract
     with the Company for services  equal to the amount of such  shortfall to be
     billed at  direct  salary  costs  plus 400% of such  costs,  subject  to an
     aggregate  maximum  of  $500,000  provided  that the  Purchaser  provides a
     written  demand  for such  contract  on or  before  December  31,  1999 and
     provided  further that the Purchaser  uses its  commercial  best efforts to
     realize on the value of the backlog and sales  opportunities of the Company
     so as to  reasonably  maximize  the  revenue of the  Company as referred to
     herein; and

(4)  the Vendor  shall use its  commercial  best efforts to make  available  the
     services of Carolyn  Hurst to the Company,  or if Ms. Hurst ceases to be an
     employee of the Vendor or any of its  affiliates,  or for any other reason,
     the  Vendor  shall use its  commercial  best  efforts to make  available  a
     similarly  qualified  individual  having knowledge of the operations of the
     Company  acceptable  to the  Purchaser  acting  reasonably,  on a full-time
     basis, for a period of two months from the date of Closing,  and the Vendor
     shall  pay  all  salary  and  remuneration  to Ms.  Hurst,  or  such  other
     individual as the case may be, during such period.

4.   Closing

     (a)  Time of the Essence. Time shall be of the essence of this Agreement.

     (b)  Closing.  The closing of this  transaction  (the "Closing") shall take
          place  at  6:00  p.m.  on May  19,  1999  at the  offices  of  LaBarge
          Weinstein, 333 Preston St., 11th Floor, Ottawa, Ontario, K1S 5N4 or at
          such other  place and at such other time as may be approved in writing
          by the parties hereto.

     (c)  Closing Procedures. At or before Closing, the Vendor and the Purchaser
          shall  take or cause to be taken  all  actions,  steps  and  corporate
          proceedings  necessary or desirable to validly and effectively approve
          or authorize the completion of the  transactions  herein provided for;
          and, upon  fulfilment of all of the conditions set forth in Sections 5
          and 6 which have not been waived in writing as therein  provided,  the
          Vendor shall  deliver or cause to be delivered  to the  Purchaser  all
          documents required to be delivered hereunder, including:

          (1)  the certificates  representing the Purchased Shares duly endorsed
               in blank for transfer;

          (2)  a certificate  representing  the Purchased Shares duly registered
               in the name of the Purchaser;

          (3)  the minute books,  share certificate books and corporate seals of
               the Company;

          (4)  the written  resignation  of all  directors  and  officers of the
               Company and their release of all claims against the Company;

          (5)  the written release of all claims against the Company executed by
               the Vendor; and

          (6)  all such other assurances,  consents,  agreements,  documents and
               instruments  as may be  reasonably  required by the  Purchaser to
               complete the transactions provided for in this Agreement;

and upon  fulfilment  of the  foregoing  provisions  of this  Section 4 and upon
fulfilment of all of the conditions set forth in Sections 5 and 6 which have not
been waived in writing as therein  provided,  the  Purchaser  shall  deliver the
Purchase Price on the terms and conditions  specified in Section 2 to the Vendor
and a certified  copy of the minutes of the meeting of the board of directors of
the Purchaser which approved of the transactions contemplated by this Agreement,
including  the issuance of the  Convertible  Debenture,  the  Debenture  and the
reservation of the Consideration Shares.

5.   Conditions for the Benefit of the Purchaser

The Purchaser  shall not be obliged to complete the purchase herein provided for
unless, at or prior to the Closing,  each of the following conditions shall have
been  satisfied,  it being  understood that the said conditions are included for
the  exclusive  benefit  of the  Purchaser  and may be waived in  writing by the
Purchaser at any time; and the Vendor covenants and agrees with the Purchaser to
use his best efforts to ensure that such conditions are fulfilled at or prior to
Closing:

     (a)  Representations and Warranties. The representations and warranties set
          forth in  Section  7 shall  be true and  correct  in all  respects  at
          Closing.

     (b)  Compliance.  All of the terms,  covenants and  agreements set forth in
          this Agreement to be complied with or performed at or prior to closing
          shall have been complied with or performed at or prior to the Closing.

     (c)  Due Diligence  Investigation.  The Purchaser  shall have conducted and
          completed its investigation of the Company, and the Purchaser,  in its
          sole  discretion,  shall have been  satisfied in all respects with the
          results of such investigation, and, in its sole discretion, shall have
          determined  to  proceed  with the  transactions  contemplated  in this
          Agreement.

     (d)  Material Adverse Change.  During the period from the Effective Date to
          the Closing,  there shall have been no material  adverse change in the
          Company, the Purchased Shares or the business of the Company.

     (e)  Good Title.  The Vendor  shall have good and  marketable  title to the
          Purchased  Shares,  free and clear of any and all liens,  encumbrances
          and security interests of any nature and kind whatsoever (a "Lien").

     (f)  Consents  and  Approvals.  All  consents  and  approvals  (the "Vendor
          Consents  and  Approvals")  required  to be  obtained by the Vendor in
          connection  with the execution and delivery of this  Agreement and the
          completion of the  transactions  contemplated  by this Agreement shall
          have been obtained.

     (g)  Notices.  All notices (the "Vendor  Notices")  required to be given by
          the Vendor in  connection  with the  execution  and  delivery  of this
          Agreement and the completion of the transactions  contemplated by this
          Agreement shall have been obtained.

     (h)  Deliveries.  The Vendor  shall have  delivered  to the  Purchaser  the
          documents contemplated in Section 4 and otherwise hereunder.

In case any of the  foregoing  conditions  shall not have been  fulfilled  at or
prior to Closing, the Purchaser in its sole discretion may either: (a) terminate
this Agreement by notice in writing to the Vendor,  in which event the Purchaser
shall be released  from all  obligations  under this  Agreement,  and unless the
Purchaser can show that the  condition  for which the  Purchaser has  terminated
this Agreement  could  reasonably have been performed or complied with or caused
to have been  performed  or complied  with by the Vendor,  then the Vendor shall
also be released from all obligations  hereunder;  or (b) waive  compliance with
any such condition if it shall see fit to do so, without  prejudice to its right
of termination in the event of non-fulfilment of any other condition in whole or
in part.

6.   Conditions for the Benefit of the Vendor

The Vendor shall not be obliged to complete the sale herein provided for unless,
at or prior  to  Closing,  each of the  following  conditions  shall  have  been
satisfied,  it being  understood  that the said  conditions are included for the
exclusive  benefit  of the  Vendor and may be waived in writing by the Vendor at
any time; and the Purchaser covenants and agrees with the Vendor to use its best
efforts to ensure that such conditions are fulfilled at or prior to Closing:

     (a)  Representations and Warranties. The representations and warranties set
          forth in  Section  8 shall  be true and  correct  in all  respects  at
          Closing.

     (b)  Compliance.  All of the terms,  covenants and  agreements set forth in
          this Agreement to be complied with or performed by the Purchaser at or
          prior to Closing  shall have been  complied  with or  performed by the
          Purchaser at or prior to Closing.

     (c)  Consents and  Approvals.  All consents  and  approvals  required to be
          obtained  by the  Purchaser  in  connection  with  the  execution  and
          delivery of this  Agreement  and the  completion  of the  transactions
          contemplated by this Agreement shall have been obtained.

     (d)  Notices.  All  notices  required  to be  given  by  the  Purchaser  in
          connection  with the execution and delivery of this  Agreement and the
          completion of the  transactions  contemplated  by this Agreement shall
          have been obtained.

     (e)  Deliveries.  The  Purchaser  shall  have  delivered  to the Vendor the
          Purchase Price on the terms and conditions  specified in Section 2 and
          all such other documents as the Vendor considers  reasonably necessary
          or desirable to complete the transactions contemplated hereby.

In case any of the  foregoing  conditions  shall not have been  fulfilled  at or
prior to Closing,  the Vendor in its sole  discretion may either:  (a) terminate
this Agreement by notice in writing to the Purchaser,  in which event the Vendor
shall be released  from all  obligations  under this  Agreement,  and unless the
Vendor can show that the condition for which he terminated  this Agreement could
reasonably have been performed or complied with by the Purchaser,  the Purchaser
shall also be released from all obligations  hereunder;  or (b) waive compliance
with any such condition if he shall see fit to do so,  without  prejudice to his
right of termination in the event of  non-fulfilment  of any other  condition in
whole or in part.

7.   Representations and Warranties of the Vendor.

As a material  inducement to the  Purchaser's  entering into this  Agreement and
completing the  transactions  contemplated  by this Agreement and  acknowledging
that the  Purchaser  is  entering  into  this  Agreement  in  reliance  upon the
representations  and  warranties  of the Vendor  set out in this  Section 7, the
Vendor represents and warrants to the Purchaser as follows:

     (a)  Incorporation of Vendor. The Vendor is a corporation  incorporated and
          validly   subsisting  under  the  laws  of  the  jurisdiction  of  its
          incorporation. The Vendor has the corporate power and authority and is
          qualified  to own  and  dispose  of the  Purchased  Shares.  No act or
          proceeding has been taken by or against the Vendor in connection  with
          the dissolution, liquidation, winding up, bankruptcy or reorganization
          of the Vendor.

     (b)  Authorization by Vendor. The Vendor has the corporate power, authority
          and capacity to enter into this Agreement and all other agreements and
          instruments to be executed by it as contemplated by this Agreement and
          to carry out its  obligations  under  this  Agreement  and such  other
          agreements  and  instruments.  The  execution  and  delivery  of  this
          Agreement and such other agreements and instruments and the completion
          of the  transactions  contemplated  by this  Agreement  and such other
          agreements and instruments  have been duly authorized by all necessary
          corporate action on the part of the Vendor and its shareholders.

     (c)  Enforceability of Vendor's  Obligations.  This Agreement constitutes a
          valid and binding  obligation  of the Vendor  enforceable  against the
          Vendor in accordance with its terms subject,  however,  to limitations
          on enforcement  imposed by bankruptcy,  insolvency,  reorganization or
          other laws  affecting the  enforcement  of the rights of creditors and
          others and to the extent  that  equitable  remedies  such as  specific
          performance  and  injunctions  are only available in the discretion of
          the court from which they are sought.  The Vendor is not an  insolvent
          person  within  the  meaning  of the  Bankruptcy  and  Insolvency  Act
          (Canada) or similar laws of any other jurisdiction and will not become
          an insolvent person as a result of the Closing.

     (d)  Residence of Vendor. The Vendor is not a non-resident of Canada within
          the meaning of Section 116 of the Income Tax Act (Canada).

     (e)  Ownership of the Purchased  Shares.  The Vendor is, and at the Closing
          will be, the registered and beneficial  owner of the Purchased  Shares
          with good and marketable  title thereto,  free and clear of all Liens.
          No person other than the Purchaser has any agreement, option, right or
          privilege  capable of becoming an agreement  for the purchase from the
          Vendor of any of the Purchased Shares.

     (f)  Consents and  Approvals.  All the Vendor  Consents and  Approvals  are
          listed in Schedule D. Except for the Vendor Consents and Approvals, no
          consent or approval of any person is required in  connection  with the
          execution  and delivery of this  Agreement  and the  completion of the
          transactions  contemplated  by this Agreement or to permit the Company
          to carry on the  business  of the  Company  after the  Closing  as the
          business is currently carried on by the Company.

     (g)  Notices.  All the Vendor  Notices are listed in Schedule D. Except for
          the Vendor  Notices,  no notice is  required  to be  delivered  to any
          person in connection with the execution and delivery of this Agreement
          and the completion of the transactions  contemplated by this Agreement
          or to permit the Company to carry on the business of the Company after
          the Closing as the business is currently carried on by the Company.

     (h)  Absence  of  Conflicting  Agreements.  The  execution,   delivery  and
          performance of this  Agreement by the Vendor and the completion  (with
          any required  Vendor Consents and Approvals and Vendor Notices) of the
          transactions contemplated by this Agreement do not and will not result
          in or constitute any of the following:

          (i)    a default, breach or violation or an event that, with notice or
                 lapse of time or both, would be a default,  breach or violation
                 of any of the terms,  conditions  or provisions of the articles
                 or by-laws of the Vendor or the Company;

          (ii)   an event which, pursuant to the terms of any contract,  licence
                 or permit,  causes any right or interest of the Company to come
                 to an end or be amended in any way that is  detrimental  to the
                 business  of the  Company  or  entitles  any  other  person  to
                 terminate or amend any such right or interest;

          (iii)  the  creation  or  imposition  of any Lien on any  asset of the
                 Company; or

          (iv)   the  violation  of any  applicable  law by  the  Vendor  or the
                 Company.

     (i)  Organization  of  the  Company.  The  Company  is a  corporation  duly
          incorporated and validly subsisting under the laws of Ontario.  Except
          as set  out  in  Schedule  D,  the  Company  has  no  subsidiaries  or
          agreements  of any nature to acquire any  subsidiary  or to acquire or
          lease any business operation. The Company is licensed,  registered and
          qualified to do business and is in good standing under the laws of the
          Province of Ontario,  which jurisdictions is the only one in which the
          business of the Company is carried on, and neither the  character  nor
          the location of the properties  owned by the Company or any subsidiary
          nor the nature of the  business  conducted  by it requires  licensing,
          registration   or   qualification   under   the  laws  of  any   other
          jurisdiction.  The  Company has full  corporate  power to carry on the
          business of the Company and to own and operate its assets,  properties
          and business as now carried on and owned and operated.

     (j)  Share  Capital.  The  authorized  capital  of the  Company  including,
          without  limitation,  any  consists of an  unlimited  number of common
          shares  and an  unlimited  number  of  Class B  Cumulative  Redeemable
          Retractable  Convertible Preferred Shares of which there are 1,000,000
          common  shares and 23,750  Class B Cumulative  Redeemable  Retractable
          Convertible  Preferred Shares issued and outstanding as fully paid and
          non-assessable.  The  Company  does not have a stock  option  plan and
          there are no outstanding  securities  convertible into or exchangeable
          for any shares of capital stock or any rights  (either  pre-emptive or
          other) to  subscribe  for or to purchase,  or any  options,  rights or
          warrants  for the  purchase of, or any  agreements  providing  for the
          issuance  of, or any  calls,  commitments  or claims of any  character
          relating  to the  issuance  of, any  securities  in the capital of the
          Company.

     (k)  Dividends.  Except as set out in  Schedule D in relation to the common
          shares of the  Company,  the  Company  has not,  since the date of its
          incorporation,  declared or made any payment of any  dividend or other
          distribution in respect of its common shares or its Class B Cumulative
          Redeemable  Retractable  Convertible  Preferred  Shares  and  has  not
          redeemed, purchased or otherwise acquired any shares.

     (l)  Corporate  Records.  The minute  books of the  Company  contain  true,
          correct and complete copies of its articles,  its by-laws, the minutes
          of every meeting of its board of directors and every committee thereof
          and of its shareholders and every written  resolution of its directors
          and shareholders since the acquisition of the Company by the Vendor in
          1993. The share certificate book,  register of shareholders,  register
          of transfers and register of directors and officers of the Company are
          complete and accurate in all material respects.

     (m)  Bankruptcy.  The  Company  is not an  insolvent  person  and  has  not
          committed an act of  bankruptcy  within the meaning of the  Bankruptcy
          and Insolvency Act (Canada) or similar laws of any other  jurisdiction
          and has not made an  assignment  in favour of its creditors nor made a
          proposal in  bankruptcy  to its creditors or any class thereof nor had
          any  petition  for a receiving  order  presented in respect of it. The
          Company has not initiated  proceedings with respect to a compromise or
          arrangement  with its creditors or for its winding up,  liquidation or
          dissolution.  No receiver has been appointed in respect of the Company
          or any of its  assets or the  Purchased  Shares  and no  execution  or
          distress  has been  levied  upon any of such  assets or the  Purchased
          Shares.

     (n)  Financial Statements.  The Vendor has furnished the Purchaser with the
          management prepared unaudited financial  statements of the Company for
          the fiscal  year ended April 30, 1999  (collectively,  the  "Financial
          Statements"),  true and  complete  copies  of  which  are  annexed  to
          Schedule D. The Financial  Statements have been prepared in accordance
          with Canadian generally accepted accounting  principles ("GAAP").  The
          balance sheets contained in such Financial  Statements  fairly present
          in all material  respects the financial  position of the Company as of
          their  respective  dates and the  statements  of earnings and retained
          earnings  contained in the Financial  Statements fairly present in all
          material respects the results of operations for the periods indicated,
          subject to the  disallowance of any input tax credits  claimed.  Since
          April 30,  1999,  the  Company  has  carried  on its  business  in the
          ordinary  course and there has been no material  adverse change in the
          business,  financial condition,  assets,  results of operations of the
          Company.  The fixed assets that form part of this transaction are made
          up of those listed in Schedule D and any and all other fixed assets of
          the Company will have been or shall be transferred to the Vendor on or
          prior to the  Closing.  The Vendor  shall be entitled to withdraw  the
          cash and cash  equivalents  of the Company as of the  Effective  Date,
          being $300,095.

     (o)  Title to Assets.  Except as  disclosed  in Schedule D, the Company has
          good and marketable title to all of its assets,  free and clear of any
          and all Liens. Schedule D sets out a complete and accurate list of all
          locations  where the assets of the Company are  situated,  including a
          brief  description  of the  assets  situated  at  each  location.  All
          machines, machinery,  equipment, tools or other moveable or mechanical
          property  forming part of the assets are in good  operating  condition
          and are in a state of good repair and maintenance, reasonable wear and
          tear  excepted.  There  is no  agreement,  option  or  other  right or
          privilege  outstanding  in favour of any person for the purchase  from
          the Company  and/or Vendor of the business of the Company or of any of
          the assets out of the  ordinary  course of  business.  Such assets are
          sufficient  to permit the  continued  operation of the business of the
          Company in  substantially  the same  manner as  conducted  in the year
          ended on the date of this Agreement. There is no agreement,  option or
          other right or privilege  outstanding  in favour of any person for the
          purchase  from the Company of its business or of any of its assets out
          of the ordinary course of its business.

     (p)  Leased Premises.  The Company leases the real property premises at 560
          Rochester Street,  Ottawa,  Ontario,  which lease will terminate as of
          June 15, 1999.

     (q)  Material  Contracts.  Schedule  D lists  all the  contracts  that  the
          Company  is a party to which  are  material  to the  operation  of the
          Business ("Material  Contracts").  The Company is not in default under
          any Material Contract and there has not occurred any event which, with
          the lapse of time or giving of  notice  or both,  would  constitute  a
          default under any Material  Contract by the Company or any other party
          to the Material Contract.  Each Material Contract is in full force and
          effect,  unamended  by written or oral  agreement,  and the Company is
          entitled to the full benefit and advantage of each  Material  Contract
          in  accordance  with its  terms.  Each  Material  Contract  is in good
          standing  and  neither the  Company  nor the Vendor has  received  any
          notice of a default by any party under any  Material  Contract nor any
          dispute  between  the  Company  and any other  party in respect of any
          Material Contract.

     (r)  Intellectual Property.

          (i)    Schedule  D  lists  all  of  the  Intellectual   Property.  The
                 Intellectual   Property,   and   all   registrations   of   the
                 Intellectual  Property,  are valid and  subsisting.  All of the
                 registrations   and   applications   for  registration  of  the
                 Intellectual  Property are in good standing and are recorded in
                 the name of the Company. No application for registration of any
                 of the Intellectual Property has been rejected.

          (ii)   To the Vendor's and the Company's knowledge, the Company is the
                 first  and  only  owner  of the  Intellectual  Property  and is
                 entitled  to  the  exclusive  and   uninterrupted  use  of  the
                 Intellectual  Property  without payment of any royalty or other
                 fees. No person has any right,  title or interest in any of the
                 Intellectual  Property  and all such  persons have waived their
                 moral rights in any  copyright  works  within the  Intellectual
                 Property.

          (iii)  To the  Vendor's  and  the  Company's  knowledge,  there  is no
                 litigation relating to the Intellectual Property.

          (iv)   The  employees  of the  Company  have  agreed to  maintain  the
                 confidentiality of confidential Intellectual Property.

          (v)    All  of the  Company's  permissions  and  licences  to use  the
                 industrial  or  intellectual  property  of  other  Persons  are
                 disclosed  in  Schedule D. The  Company  has not  permitted  or
                 licensed  any  person to use any of the  Intellectual  Property
                 except as disclosed in Schedule D. Each licence  referred to in
                 Schedule D is in full force and effect and  neither the Company
                 nor the licensor is in default of its obligations thereunder.

          (vi)   To the  Vendor's  and the  Company's  knowledge,  no person has
                 challenged   the   validity  of  any   registrations   for  the
                 Intellectual  Property  or the  Company's  rights to any of the
                 Intellectual Property.

          (vii)  To the Vendor's and the Company's knowledge, neither the use of
                 the  Intellectual  Property  nor the conduct of the business of
                 the Company  has  infringed  or  currently  infringes  upon the
                 industrial or intellectual property rights of any other person.

          (viii) To the Vendor's and the  Company's  knowledge,  no other person
                 has  infringed  the  Company's   rights  to  the   Intellectual
                 Property, except as set out in Schedule D.

          (ix)   There is no governmental  prohibition or restriction on the use
                 of the Intellectual  Property in the jurisdictions in which the
                 Company currently carries on business.

     For the  purposes  of this  Agreement,  "Intellectual  Property"  means all
     rights to and interests in:

          (i)    all business and trade names,  corporate names, brand names and
                 slogans related to the business of the Company;

          (ii)   all inventions,  patents,  patent rights,  patent  applications
                 (including    all    reissues,    divisions,     continuations,
                 continuations-in-part  and  extensions  of any patent or patent
                 application),   industrial   designs   and   applications   for
                 registration  of industrial  designs related to the business of
                 the Company;

          (iii)  all  copyrights  and  trade-marks  (whether  used with wares or
                 services  and   including   the  goodwill   attaching  to  such
                 trade-marks),  registrations  and  applications for trade-marks
                 and copyrights (and all future income from such trade-marks and
                 copyrights) related to the business;

          (iv)   all rights and  interests in and to  processes,  lab  journals,
                 notebooks,  data,  trade secrets,  designs,  know-how,  product
                 formulae and information, manufacturing,  engineering and other
                 drawings and  manuals,  technology,  blue prints,  research and
                 development reports, agency agreements,  technical information,
                 technical assistance,  engineering data, design and engineering
                 specifications,  and similar materials  recording or evidencing
                 expertise  or  information  related  to  the  business  of  the
                 Company;

          (v)    all of the intellectual property listed in Schedule D;

          (vi)   all  other   intellectual   and  industrial   property   rights
                 throughout the world related to the business of the Company;

          (vii)  all licences of the  intellectual  property listed in items (i)
                 to (vi) above;

          (viii) all future  income and  proceeds  from any of the  intellectual
                 property  listed  in items (i) to (vi)  above and the  licences
                 listed in item (vii) above; and

          (ix)   all rights to damages and profits by reason of the infringement
                 of any of the  intellectual  property  listed  in items  (i) to
                 (vii) above.

     (s)  Undisclosed  Liabilities.  Except  as  disclosed  in  Schedule  D, the
          Company does not have any  liabilities,  obligations,  indebtedness or
          commitments, whether accrued, absolute, contingent or otherwise, which
          are not  disclosed  in the  Financial  Statements  or  referred  to or
          disclosed herein, other than liabilities, obligations and indebtedness
          (i) incurred in the normal  course of business;  and (ii) which do not
          exceed in the aggregate $15,000.

     (t)  Litigation.  Except for the DREX Lawsuit (as defined herein), there is
          no  action,  suit,  proceeding,   claim,  application,   complaint  or
          investigation  in any court or before any  arbitrator  or before or by
          any regulatory body or governmental or  non-governmental  body pending
          or threatened by or against the Company  and/or Vendor  related to its
          business  or  affecting  its  business,  operations  or capital or the
          transactions  contemplated by this Agreement,  and there is no factual
          or  legal  basis  which  could  give  rise to any such  action,  suit,
          proceeding, claim, application, complaint or investigation.

     (u)  Employee Matters. Schedule D lists all the employees of the Company as
          of the date of this Agreement and the age, position, status, length of
          service,  compensation,  vacation entitlement,  remaining vacation for
          1999  and  all  other  benefits  of each of  them,  respectively.  The
          Purchaser has been provided with copies of all employment  agreements.
          Except  as set out in  Schedule  D, the  Company  is not a party to or
          bound by any contracts or  requirements  of applicable laws in respect
          of any of its employees or former employees, including:

          (i)    any  contracts  for  the  employment  or  statutorily  required
                 re-employment of any employee; or

          (ii)   any bonus, deferred compensation,  profit sharing, stock option
                 or purchase, pension, retirement,  hospitalization insurance or
                 other plans or arrangements providing employee benefits.

          There is no labour  strike,  dispute,  slowdown or  stoppage  actually
          pending  or  involving  or,  to the  knowledge  of the  Vendor  or the
          Company,  threatened  against the Company with respect to the business
          of the Company. No union representation question exists respecting the
          employees  in  connection  with the  business  of the  Company  and no
          collective  bargaining  agreement  is  in  place  or  currently  being
          negotiated by the Company.  Except as set out in Schedule D, there are
          no  wages,  salaries  or  bonuses  owing  or  promised  to  any of the
          employees other than wages accruing,  and unpaid, in the normal course
          of  business  for the most  recent  pay period to the  Closing  and in
          respect  of  accrued  vacation.  No notice  has been  received  by the
          Company or the Vendor of any  complaint  which has not been  resolved,
          filed by any of its  employees  claiming that the Company has violated
          the  Employment  Standards  Act  (Ontario)  or the Human  Rights  Code
          (Ontario)  (or any  applicable  employee  or human  rights or  similar
          legislation in the other jurisdictions in which the Company operates),
          or of any  complaints or  proceedings  which have not been resolved of
          any kind  involving  the Company or, to the Vendor's or the  Company's
          knowledge,  after due inquiry,  any of the employees before any labour
          relations  board.  There are no outstanding  orders or charges against
          the Company under the Occupational Health and Safety Act (Ontario) (or
          any   applicable   health   and  safety   legislation   in  the  other
          jurisdictions  in which the Company carries on business).  All levies,
          assessments  and  penalties  made against the Company  pursuant to the
          workers'  compensation  legislation in the  jurisdictions in which the
          Company  carries on  business  have been paid by the  Company  and the
          Company has not been reassessed under any such legislation except such
          as have been resolved.

     (v)  Bonuses.  The  Company  has not paid  any  bonus,  fee,  distribution,
          remuneration or other compensation to any person (other than salaries,
          wages or bonuses paid or payable to  employees in the ordinary  course
          of  business  in  accordance  with  current  compensation  levels  and
          practices as set out in Schedule D and fees to  professional  advisors
          in the ordinary course of business).

     (w)  Affiliated  Transactions.  Except  as  disclosed  in  Schedule  D, the
          Company is not liable in respect of advances,  loans, guarantees to or
          on  behalf  of  any  shareholder,   officer,  director,   employee  or
          subsidiary  of the  Company or any other  person with whom the Company
          does not deal at arm's length.

     (x)  Tax  Filings.  Except as  disclosed  in  Schedule  D, the  Company has
          prepared and filed on time with all appropriate taxing authorities all
          returns, declarations,  remittances,  information returns, reports and
          other  documents of every nature  required to be filed by or on behalf
          of the  Company  in  respect  of any taxes or in  respect of any other
          provision in any domestic or foreign federal,  provincial,  municipal,
          state,  territorial  or other  taxing  statute for all fiscal  periods
          ending prior to the date hereof and will  continue to do so in respect
          of any  fiscal  period  ending  on or  before  the  Closing.  All such
          returns, declarations,  remittances,  information returns, reports and
          other documents are correct and complete in all material respects, and
          no material fact has been omitted  therefrom.  No extension of time in
          which to file any such returns, declarations, remittances, information
          returns,  reports or other documents is in effect.  All taxes shown on
          all such returns, or on any assessments or reassessments in respect of
          any such  returns  have been  paid in full.  To the  Vendor's  and the
          Company's knowledge,  no action,  proceeding or investigation has been
          threatened  by  any  governmental  authority  for  the  assessment  or
          collection of any taxes for which the Company would be liable.

     (y)  Taxes Paid. Except as disclosed in Schedule D, the Company has paid in
          full all taxes  required to be paid on or prior to the date hereof and
          has made adequate provision in the Financial  Statements in accordance
          with  GAAP for the  payment  of all  taxes in  respect  of all  fiscal
          periods ending on or before the Closing.

     (z)  Reassessments  of Taxes.  Except as disclosed in Schedule D, there are
          no  reassessments of the Company's taxes that have been issued and are
          outstanding and there are no outstanding issues which have been raised
          and  communicated  to the  Company  by any  governmental  body for any
          taxation year in respect of which a tax return of the Company has been
          audited.  No governmental body has challenged,  disputed or questioned
          the  Company in respect of taxes or of any  returns,  filings or other
          reports filed under any statute  providing  for taxes.  The Company is
          not  negotiating  any  draft  assessment  or  reassessment   with  any
          governmental   body.  The  Vendor  is  not  aware  of  any  contingent
          liabilities for taxes or any grounds for an assessment or reassessment
          of the Company,  including,  without  limitation,  unreported benefits
          conferred on any shareholder of the Company,  aggressive  treatment of
          income,  expenses,  credits or other  claims for  deduction  under any
          return or notice other than as disclosed in the Financial  Statements.
          Neither the Company nor the Vendor has  received any  indication  from
          any  governmental  body  that an  assessment  or  reassessment  of the
          Company is proposed in respect of any taxes, regardless of its merits.
          The Company has not executed or filed with any  governmental  body any
          agreement or waiver extending the period for assessment,  reassessment
          or collection of any taxes. All taxation years up to and including the
          taxation year ended March 31, 1998 are  considered  closed by Canadian
          federal and  provincial  governmental  bodies for the  purposes of all
          taxes.

    (AA)  Withholdings  and  Remittances.  The  Company has  withheld  from each
          payment made to any of its present or former  employees,  officers and
          directors,  and to all persons who are non-residents of Canada for the
          purposes of the Income Tax Act (Canada) all amounts required by law to
          be withheld,  and  furthermore,  has remitted  such  withheld  amounts
          within the prescribed  periods to the appropriate  governmental  body.
          The  Company  has  remitted  all Canada  Pension  Plan  contributions,
          provincial pension plan contributions,  employment insurance premiums,
          employer health taxes, workers  compensation  premiums and other taxes
          payable  by it in  respect  of its  employees  and has  remitted  such
          amounts to the proper governmental body within the time required under
          the  applicable  legislation.  The Company has charged,  collected and
          remitted  on a timely  basis all taxes as  required  under  applicable
          legislation on any sale,  supply or delivery  whatsoever,  made by the
          Company.

    (BB)  Absence of Certain Changes or Events.  Except as disclosed in Schedule
          D, since the date to which the Financial  Statements  are made up, the
          Company has not:

          (i)    suffered  any  material  adverse  change in the business of the
                 Company,  financial condition,  assets or results of operations
                 of the Company;

          (ii)   amended its articles;

          (iii)  declared  or  made  any  payment  of  any   dividend  or  other
                 distribution  in respect  of its  shares and has not  redeemed,
                 purchased or otherwise acquired any shares;

          (iv)   issued or sold any shares or other  securities or issued,  sold
                 or granted any option, warranty or right to purchase any shares
                 or other securities of the Company;  (v) disposed of any of the
                 assets  reflected  on the  balance  sheet  forming  part of the
                 Financial  Statements,  except  sales of assets  in the  normal
                 course of business;

          (vi)   changed  any  accounting  or costing  systems or methods in any
                 material respect;

          (vii)  suffered  any  extraordinary  loss or  cancelled  or waived any
                 debt, claim or other right;

          (viii) incurred   or   assumed   any   liabilities,   obligations   or
                 indebtedness   (whether   accrued,   absolute,   contingent  or
                 otherwise),  except unsecured current liabilities,  obligations
                 and indebtedness  incurred in the normal course of business and
                 not in excess of $5,000;

          (ix)   made or granted  any bonus,  increased  the  compensation  paid
                 (other than for normal merit and cost of living  increases)  or
                 made loans or advances to any director, officer or employee;

          (x)    mortgaged, pledged, granted a security interest in or otherwise
                 encumbered  any of its assets,  except in the normal  course of
                 business  and  in  amounts  which,   individually  and  in  the
                 aggregate  are not material to the  financial  condition of the
                 Company or operation of its business;

          (xi)   entered  into any  Material  Contract or any other  transaction
                 that was not in the normal course of business; or

          (xii)  terminated,  cancelled or modified in any  material  respect or
                 received notice or a request for  termination,  cancellation or
                 modification in any material respect of any Material Contract.

    (CC)  Full Disclosure.  None of the foregoing representations and warranties
          and no  document  furnished  by or on  behalf of the  Company  and the
          Vendor to the  Purchaser in  connection  with the  negotiation  of the
          transactions   contemplated  by  this  Agreement  contain  any  untrue
          statement  of a  material  fact or omit to  state  any  material  fact
          necessary to make any such statement or representation not misleading.

    (DD)  Use of Name. The Vendor shall, as immediately as practicable after the
          Closing  Time,  discontinue  further use of the name "Why  Interactive
          Inc." and not use names similar to that name.

    (EE)  Personal  Property.  All personal property used by the Company for its
          business is in good operating condition, and repair, ordinary wear and
          tear excepted.

    (FF)  Real Property.  The Company has no real property.

    (GG)  Personal  Property  Leases.  Each  personal  property  lease  covering
          property  used by the  Company  for its  business is in full force and
          effect and has not been  amended,  and the  Company is entitled to the
          full  benefit  and  advantage  of  each  personal  property  lease  in
          accordance  with its terms.  Each personal  property  lease is in good
          standing  and there has not been any  default  by any party  under any
          personal  property  lease nor any dispute  between the Company and any
          other party under any personal property lease.

    (HH)  Insurance.  The  business,  properties  and assets of the  Company are
          insured for the benefit of the Company in amounts  deemed  adequate by
          the  Company's  management  against  risk usually  insured  against by
          persons operating a business similar to the business of the Company in
          the localities where such properties are located.  All policies are in
          full  force and effect and the  Company  is not in  material  default,
          whether as to payment of  premiums  or  otherwise,  under the terms of
          such policies.

    (II)  Receivables.  The receivables as disclosed in the books of the Company
          at the  Effective  Date  are  valid  obligations  which  arose  in the
          ordinary course of business and are enforceable and fully  collectable
          accounts in the ordinary course of business  subject to the reasonable
          allowance  for doubtful  accounts as recorded on the books and records
          of the Company on or before the Effective Date and to the knowledge of
          the  Vendor  and  the  Company  are  not  subject  to any  set  off or
          counterclaim.  None of the receivables are due from a person with whom
          the Company does not deal at arm's length.

    (JJ)  Inventories.  The  inventories  consist  of  items  of a  quality  and
          quantity usable and saleable in the ordinary  course of business.  All
          items included in the inventories  are owned by the Company.  No items
          included in the  inventories  are held by the  Company on  consignment
          from others or have been pledged as collateral.

    (KK)  Licences and Permits.  Schedule D lists all the material  licenses and
          permits  required  for  the  lawful  operation  of  its  business  and
          identifies  the ones  that by their  terms are not  transferable.  The
          Company  holds the licences  and  permits,  free and clear any and all
          liens  or  encumbrances.  All the  licences  and  permits  are in good
          standing and in full force and effect,  the Company is not in material
          violation of any term or provision or requirement of any such licences
          and permits,  and no Person has threatened to revoke,  amend or impose
          any condition in respect of, or commenced proceedings to revoke, amend
          or impose conditions in respect of, any licence or permit.

    (LL)  Environmental  Matters.  The  Business and the assets as carried on or
          used by The Company  have been  carried on and used and are  currently
          carried on and used in compliance  with all  environmental  laws.  The
          Company is not, and has not been, subject to any proceedings  alleging
          the  violation by the Company or its  employees,  agents or others for
          whom it is responsible of any environmental law and in relation to the
          business or the assets of the Company.  There are no proceedings  nor,
          to the knowledge of the Vendor and the Company,  any  circumstances or
          material facts which could, if true, give rise to any proceedings,  in
          which it is alleged that the Company is potentially  responsible for a
          domestic or foreign  federal,  provincial,  state,  municipal or local
          clean-up  or   remediation  of  lands   contaminated   with  hazardous
          substances  or for any other  remedial or  corrective  action under an
          environmental law.

    (MM)  Customers.  To the Vendor's and the Company's  knowledge,  the Company
          has not received  notice of any  intention on the part of any customer
          of the Company to cease doing  business  with the Company or to modify
          or change in any  material  manner any existing  arrangement  with the
          Company.   To  the  Vendor's   and  the   Company's   knowledge,   the
          relationships  of the Company with each of its principal  customers is
          satisfactory  and  there  are no  unresolved  disputes  with  any such
          customers.

    (NN)  Product  Warranties.  To the  knowledge of the Vendor and the Company,
          there are no material  claims  against the Company  greater  than five
          thousand  dollars  ($5,000)  in  Canadian  funds on account of product
          warranties  or with respect to the  production or sale of defective or
          inferior products.

    (OO)  Brokerage  Fees.  Neither the Vendor nor the Company has entered  into
          any  agreement  which  would  entitle  any  person to any valid  claim
          against either the Company or the Purchaser for a broker's commission,
          finder's  fee or any like  payment in respect of the purchase and sale
          of the  Purchased  Shares or any other  matters  contemplated  by this
          Agreement.

8.   Purchaser's Representations and Warranties.

As a material  inducement  to the  Vendor's  entering  into this  Agreement  and
completing the  transactions  contemplated  by this Agreement and  acknowledging
that  the  Vendor  is  entering  into  this   Agreement  in  reliance  upon  the
representations  and  warranties of the Purchaser set out in this Section 8, the
Purchaser represents and warrants to the Vendor as follows:

     (a)  Incorporation   of   Purchaser.   The   Purchaser  is  a   corporation
          incorporated and validly subsisting under the laws of the jurisdiction
          of its  incorporation.  The  Purchaser  has the  corporate  power  and
          authority and is qualified to purchase the Purchased Shares. No act or
          proceeding  has been taken by or against the  Purchaser in  connection
          with  the  dissolution,   liquidation,   winding  up,   bankruptcy  or
          reorganization of the Vendor.

     (b)  Authorization  by Purchaser.  The  Purchaser has the corporate  power,
          authority  and  capacity  to enter into this  Agreement  and all other
          agreements  and  instruments to be executed by it as  contemplated  by
          this Agreement and to carry out its  obligations  under this Agreement
          and such other agreements and instruments.  The execution and delivery
          of this Agreement and such other  agreements and  instruments  and the
          completion of the transactions contemplated by this Agreement and such
          other  agreements  and  instruments  have been duly  authorized by all
          necessary  corporate  action  on the  part  of the  Purchaser  and its
          shareholders.  Concurrently with the execution of this Agreement,  the
          Purchaser shall deliver to the Vendor  evidence that the  transactions
          contemplated  by this Agreement have been approved by the  Purchaser's
          board of directors.

     (c)  Enforceability of Purchaser's Obligations.  This Agreement constitutes
          a valid and binding  obligation of the Purchaser  enforceable  against
          the  Purchaser  in  accordance  with its terms  subject,  however,  to
          limitations   on  enforcement   imposed  by  bankruptcy,   insolvency,
          reorganization  or other laws affecting the  enforcement of the rights
          of creditors and others and to the extent that equitable remedies such
          as specific  performance  and  injunctions  are only  available in the
          discretion  of the court from which they are sought.  The Purchaser is
          not an  insolvent  person  within the  meaning of the  Bankruptcy  and
          Insolvency  Act (Canada) and will not become an insolvent  person as a
          result of the Closing.

     (d)  Consents and  Approvals.  All consents  and  approvals  required to be
          obtained  by the  Purchaser  in  connection  with  the  execution  and
          delivery of this  Agreement  and the  completion  of the  transactions
          contemplated by this Agreement have been obtained.

     (e)  Notices.  All  notices  required  to be  given  by  the  Purchaser  in
          connection  with the execution and delivery of this  Agreement and the
          completion of the  transactions  contemplated  by this  Agreement have
          been obtained.

     (f)  Absence  of  Conflicting  Agreements.  The  execution,   delivery  and
          performance  of this  Agreement by the  Purchaser  and the  completion
          (with  any  required  Consents  and  Approvals  and  Notices)  of  the
          transactions contemplated by this Agreement do not and will not result
          in or constitute any of the following:

          (i)    a default, breach or violation or an event that, with notice or
                 lapse of time or both, would be a default,  breach or violation
                 of any of the terms,  conditions  or provisions of the articles
                 or by-laws of the Purchaser;

          (ii)   an event which, pursuant to the terms of any contract,  licence
                 or permit,  causes any right or  interest of the  Purchaser  to
                 come to an end or be amended in any way that is  detrimental to
                 its business or entitles any other person to terminate or amend
                 any such right or interest;

          (iii)  the  creation  or  imposition  of any lien on any  asset of the
                 Purchaser; or

          (iv)   the violation of any applicable law by the Purchaser.

     (g)  Litigation. There is no action, suit, proceeding,  claim, application,
          complaint or  investigation  in any court or before any  arbitrator or
          before or by any regulatory body or  governmental or  non-governmental
          body pending or threatened by or against the Purchaser  related to its
          business  or  affecting  its  business,  operations  or capital or the
          transactions  contemplated by this Agreement,  and there is no factual
          or  legal  basis  which  could  give  rise to any such  action,  suit,
          proceeding, claim, application, complaint or investigation.

     (h)  Brokerage Fees. The Purchaser has not entered into any agreement which
          would  entitle any person to any valid claim against the Vendor or the
          Purchaser for a broker's commission,  finder's fee or any like payment
          in respect of the  purchase  and sale of the  Purchased  Shares or any
          other matters contemplated by this Agreement.

     (i)  Purchaser  Reports  and  Financial   Statements.   The  Purchaser  has
          previously furnished to the Vendor complete and accurate copies of its
          (a) Annual Report for the year ended September 30, 1998, as filed with
          the Canadian securities regulatory  authorities,  (b) Quarterly Report
          for the quarter  ended  December  31, 1998 as filed with the  Canadian
          securities regulatory  authorities and (c) Annual Information Form for
          the  year  ended  September  30,  1998  as  filed  with  the  Canadian
          securities  regulatory  authorities  (the  "Purchaser  Reports").  The
          Purchaser  Reports did not contain any statement of a material fact or
          omit to  state a  material  fact  required  to be  stated  therein  or
          necessary to make the statements therein not misleading. The financial
          statements of the Purchaser  contained in the Purchaser Reports fairly
          present, in conformity with generally accepted  accounting  principles
          in Canada GAAP applied on a consistent  basis  throughout  the periods
          covered thereby,  in all material respects the financing  condition of
          the Purchaser on a consolidated  basis at the dates of said statements
          and the results of its  operations  and its cash flows for the periods
          covered thereby. The financial statements consisting in each case of a
          balance  sheet and the  accompanying  statements  of  income  retained
          earnings and changes in  financial  position for the period then ended
          and notes to the financial statements, together with the report of the
          auditors thereon are complete and accurate in all material respects.

     (j)  Consideration  Shares.  The  Consideration  Shares will have been duly
          authorized,   conditionally  allotted,  set  aside  and  reserved  for
          issuance pursuant to the conversion of the Convertible Debenture,  and
          upon exercise of the Convertible  Debenture the  Consideration  Shares
          will be  issued  and  delivered  by the  Purchaser  as fully  paid and
          non-assessable shares in the capital of the Purchaser.

     (k)  Timely  Disclosure.  All material facts and material changes,  as such
          terms are  defined in the  Securities  Act  (Ontario),  regarding  the
          Purchaser or its  securities,  that have occurred since  September 30,
          1998,  have been publicly  disclosed in accordance with applicable law
          and the Purchaser has  experienced  no material  changes that have not
          been so disclosed since that date.

     (l)  Listing of Consideration  Shares. The Purchaser shall have obtained at
          or prior to the Closing the necessary  consents from The Toronto Stock
          Exchange (the "TSE") to the issue of the Consideration Shares, on such
          conditions  as are  prescribed  by the TSE, and shall  arrange for the
          listing and posting for trading of the Consideration Shares on the TSE
          upon their issue following the Closing.

     (m)  Reporting  Issuer Status.  The Purchaser is a reporting issuer in good
          standing under the securities  laws of any province of Canada in which
          it is a reporting issuer at the date hereof.

     (n)  No Cease Trade Order.  No securities  commission  or other  regulatory
          authority has issued any order preventing or suspending the trading of
          the   Purchaser's   securities   or   prohibiting   the  sale  of  the
          Consideration  Shares, and no proceedings for such purpose are pending
          or threatened, to the Purchaser's best knowledge.

     (o)  Full Disclosure.  None of the foregoing representations and warranties
          and no  document  furnished  by or on behalf of the  Purchaser  to the
          Vendor  in  connection  with  the  negotiation  of  the   transactions
          contemplated  by this  Agreement  contain  any untrue  statement  of a
          material fact or misleading statement.

9.   Survival of Representations and Warranties

The  representations,  warranties and covenants of the parties contained in this
Agreement shall survive the completion of the transaction contemplated in it and
shall continue in full force and effect for the benefit of the Purchaser and the
Vendor as the case may be for a period of two (2)  years  following  the date of
Closing,  after which time the parties shall be released from all obligations in
respect of such  representations and warranties except with respect to any Claim
(as defined  herein)  attested to by a party in writing before the expiration of
such period,  but there shall be no time limitation on the  representations  and
warranties of the Vendor set out in Section 7 which relate to the  incorporation
of the Vendor and the Company,  the due  authorization  of this Agreement by the
Vendor,  the  enforceability of Vendor's  obligations under this Agreement,  tax
matters  which  shall be time  limited  to the  statutory  expiration  of claims
thereon,  environmental  matters or to the title of any  person to any  property
(whether real or personal, tangible or intangible), or no time limitation on the
representations  and  warranties  of the  Purchaser  set out in  Section 8 which
relate to the  incorporation  of the Purchaser,  the due  authorization  of this
Agreement  by  the  Purchaser,   and  the   enforceability  of  the  Purchaser's
obligations under this Agreement.

10.  Indemnification

10.1 Indemnity.  The Vendor (an  "Indemnifying  Party") shall indemnify and hold
     the Purchaser, its directors,  officers, employees, agents, representatives
     and the Purchaser's  affiliates and their respective  directors,  officers,
     employees,  agents,  representatives  (an "Indemnified  Party") harmless in
     respect of any claim, demand,  action, cause of action, damage, loss, cost,
     liability or expense  (hereinafter  referred to as a "Claim")  which may be
     made or  brought  against  an  Indemnified  Party or which it may suffer or
     incur  directly or  indirectly as a result of, in respect of or arising out
     of:

     (a)  any  incorrectness in or breach of any  representation  or warranty of
          the Vendor  contained in this Agreement or under any other  agreement,
          certificate  or  instrument  executed and  delivered  pursuant to this
          Agreement; or

     (b)  any breach of or any  non-fulfilment  of any  covenant or agreement on
          the  part of the  Vendor  under  this  Agreement  or under  any  other
          agreement,  certificate or instrument  executed and delivered pursuant
          to this Agreement.

     The Purchaser (an "Indemnifying Party") shall indemnify and hold the Vendor
     (an "Indemnified Party") harmless in respect of any claim, demand,  action,
     cause of action,  damage,  loss,  cost,  liability or expense  (hereinafter
     referred  to as a  "Claim")  which  may  be  made  or  brought  against  an
     Indemnified Party or which it may suffer or incur directly or indirectly as
     a result of, in respect of or arising out of:

     (a)  any  incorrectness in or breach of any  representation  or warranty of
          the  Purchaser   contained  in  this  Agreement  or  under  any  other
          agreement,  certificate or instrument  executed and delivered pursuant
          to this Agreement; or

     (b)  any breach of or any  non-fulfilment  of any  covenant or agreement on
          the part of the  Purchaser  under  this  Agreement  or under any other
          agreement,  certificate or instrument  executed and delivered pursuant
          to this Agreement.

10.2 Notice  of  Claim.  If an  Indemnified  Party  becomes  aware of a Claim in
     respect of which  indemnification is provided for pursuant to Section 10.1,
     the  Indemnified  Party shall  promptly give written notice of the Claim to
     the Indemnifying  Party. Such notice shall specify whether the Claim arises
     as a result of a claim by a person against the Indemnified  Party (a "Third
     Party  Claim") or whether  the Claim does not so arise (a "Direct  Claim"),
     and shall also specify with  reasonable  particularity  (to the extent that
     the information is available):

     (a)  the factual basis for the Claim; and

     (b)  the amount of the Claim, if known.

     If, through the fault of the Indemnified Party, the Indemnifying Party does
     not  receive  notice  of any  Claim  in time  effectively  to  contest  the
     determination  of any liability  susceptible of being  contested,  then the
     Liability of the  Indemnifying  Party to the  Indemnified  Party under this
     Article  shall be  reduced  by the  amount of any  losses  incurred  by the
     Indemnifying  Party resulting from the Indemnified  Party's failure to give
     such notice on a timely basis.

10.3 Direct Claims. In the case of a Direct Claim, the Indemnifying  Party shall
     have 30 days from  receipt of notice of the Claim within which to make such
     investigation of the Claim as the Indemnifying Party considers necessary or
     desirable.  For the purpose of such  investigation,  the Indemnified  Party
     shall make available to the Indemnifying  Party the information relied upon
     by the Indemnified Party to substantiate the Claim,  together with all such
     other information as the Indemnifying Party may reasonably request. If both
     parties  agree at or before  the  expiration  of such 30 day period (or any
     mutually agreed upon extension  thereof) to the validity and amount of such
     Claim,  the  Indemnifying  Party shall  immediately  pay to the Indemnified
     Party the full agreed upon  amount of the Claim,  failing  which the matter
     shall be referred to binding  arbitration in such manner as the parties may
     agree or shall be determined by a court of competent jurisdiction.

10.4 Third Party Claims.  In the case of a Third Party Claim,  the  Indemnifying
     Party shall have the right,  at its expense,  to  participate  in or assume
     control of the  negotiation,  settlement  or  defence of the Claim.  If the
     Indemnifying  Party elects to assume such control,  the Indemnifying  Party
     shall  reimburse the Indemnified  Party for all of the Indemnified  Party's
     out-of-pocket  expenses  incurred  as a  result  of such  participation  or
     assumption.  The  Indemnified  Party shall have the right to participate in
     the  negotiation,  settlement  or defence of such Third  Party Claim and to
     retain  counsel  to  act  on  its  behalf,   provided  that  the  fees  and
     disbursements of such counsel shall be paid by the Indemnified Party unless
     the  Indemnifying  Party  consents to the  retention of such counsel at its
     expense or unless the named  parties  to any action or  proceeding  include
     both the Indemnifying  Party and the Indemnified Party and a representation
     of both  the  Indemnifying  Party  and the  Indemnified  Party  by the same
     counsel  would be  inappropriate  due to the actual or potential  differing
     interests  between them (such as the  availability of different  defences).
     The Indemnified Party shall cooperate with the Indemnifying  Party so as to
     permit the Indemnifying  Party to conduct such negotiation,  settlement and
     defence and for this  purpose  shall  preserve  all  relevant  documents in
     relation to the Third Party Claim,  allow the Indemnifying  Party access on
     reasonable  notice to inspect  and take  copies of all such  documents  and
     require its personnel to provide such statements as the Indemnifying  Party
     may  reasonably  require  and to attend and give  evidence  at any trial or
     hearing in respect of the Third Party Claim.  If, having  elected to assume
     control of the negotiation, settlement or defence of the Third Party Claim,
     the  Indemnifying  Party  thereafter  fails to  conduct  such  negotiation,
     settlement or defence with reasonable diligence, then the Indemnified Party
     shall be entitled to assume such control and the  Indemnifying  Party shall
     be bound by the results  obtained by the Indemnified  Party with respect to
     such Third Party  Claim.  If any Third Party Claim is of a nature such that
     (i) the Indemnified Party is required by applicable law or the order of any
     court,  tribunal  or  regulatory  body having  jurisdiction,  or (ii) it is
     necessary in the reasonable  view of the  Indemnified  Party acting in good
     faith and in a manner consistent with reasonable commercial  practices,  in
     respect of (A) a Third  Party  Claim by a customer  relating to products or
     services supplied by the Company or (B) a Third Party Claim relating to any
     Contract which is necessary to the ongoing operations of the Company or any
     material part thereof in order to avoid material damage to the relationship
     between the Indemnified Party and any of its major customers or to preserve
     the rights of the Indemnified  Party under such an essential  Contract,  to
     make a payment to any person (a "Third  Party")  with  respect to the Third
     Party Claim before the  completion  of settlement  negotiations  or related
     legal proceedings,  as the case may be, then the Indemnified Party may make
     such payment and the Indemnifying Party shall, promptly after demand by the
     Indemnified Party, reimburse the Indemnified Party for such payment. If the
     amount of any  liability  of the  Indemnified  Party  under the Third Party
     Claim in respect of which such a payment was made,  as finally  determined,
     is less than the  amount  which was paid by the  Indemnifying  Party to the
     Indemnified  Party, the Indemnified Party shall,  promptly after receipt of
     the difference  from the Third Party,  pay the amount of such difference to
     the  Indemnifying  Party. If such a payment,  by resulting in settlement of
     the Third Party Claim, precludes a final determination of the merits of the
     Third Party Claim and the Indemnified Party and the Indemnifying  Party are
     unable to agree whether such payment was unreasonable in the  circumstances
     having regard to the amount and merits of the Third Party Claim,  then such
     dispute  shall be referred to and  finally  settled by binding  arbitration
     from which there shall be no appeal.

10.5 Settlement of Third Party Claims. If the Indemnifying Party fails to assume
     control of the  defence of any Third Party  Claim,  the  Indemnified  Party
     shall  have  the  exclusive  right to  contest,  settle  or pay the  amount
     claimed.  Whether  or not the  Indemnifying  Party  assumes  control of the
     negotiation,   settlement  or  defence  of  any  Third  Party  Claim,   the
     Indemnifying  Party  shall not settle any Third  Party  Claim  without  the
     written  consent  of the  Indemnified  Party,  which  consent  shall not be
     unreasonably withheld or delayed; provided,  however, that the liability of
     the Indemnifying  Party shall be limited to the proposed  settlement amount
     if any such consent is not obtained for any reason within a reasonable time
     after the request therefor.

10.6 Indemnification  Limitations.  Notwithstanding  anything else  contained in
     this Agreement:

     (a)  the indemnification provided for in Section 10.1 or any other claim by
          an  Indemnified  Party in  connection  with  this  Agreement  shall be
          subject to the limitation that no  indemnification or other such claim
          shall be payable under Section 10.1 or otherwise  under this Agreement
          unless  the total of all  claims  exceeds  $50,000  in the  aggregate,
          whereupon the full amount of such claims exceeding $50,000 but subject
          to Section  10.6(b)) shall be recoverable in accordance with the terms
          hereof; and

     (b)  the indemnification  provided for in Sections 10.1 and any other claim
          brought by any  Indemnified  Party in connection  with this  Agreement
          shall be subject to the further  limitation  that any and all payments
          to an Indemnified Party by an Indemnifying Party,  pursuant to Section
          10.1 or pursuant to any other  claim made by an  Indemnified  Party in
          connection with this Agreement shall not, in the aggregate, exceed the
          Purchase Price received pursuant to this Agreement.

10.7 Set-off.  The  Purchaser and Vendor shall be entitled to set-off the amount
     of  any  Claim  submitted  under  Section  10.1  as  damages  or by  way of
     indemnification  against any other amounts  payable by the Purchaser or the
     Company to the Vendor or  payable by the Vendor to the  Purchaser,  whether
     under this Agreement or otherwise.

11.  Other Covenants

11.1 DREX Lawsuit:  The Purchaser  acknowledges  that the Company and the Vendor
     are  currently  defendants  in a  lawsuit  ("DREX  Lawsuit")  between  DREX
     Engineering  Consultants Inc., as plaintiff and the Vendor and Company,  as
     defendants,  commenced in the Ontario Superior Court of Justice (Court File
     No.  98-CU-7164).  The Vendor covenants to diligently  defend and/or settle
     the DREX Lawsuit in such a manner as to not  materially  effect the Company
     or  the   Purchaser.   The  Vendor   acknowledges   that  it  is   entirely
     responsibility for the DREX Lawsuit.  For greater certainty,  the Purchaser
     and the Company  shall be under no  obligation  to assist the Vendor in the
     DREX Lawsuit  except as provided for in this Section 11. The Vendor  agrees
     that neither the Purchaser nor the Company shall in any way be  responsible
     for any  costs,  damages  or  expenses  related  in any  manner to the DREX
     Lawsuit and the Vendor further agrees, without limitation, to indemnify and
     hold  harmless  the  Purchaser,  the  Company  and all of their  respective
     officers, directors,  employees, agents and representatives from any claim,
     demand, damage, cost, expense or liability arising out of or related to the
     DREX  Lawsuit.  The  Purchaser  covenants and agrees to provide any and all
     reasonable  access to the  records  and books of the  Company  and,  at the
     Vendor's sole expense, to provide any and all reasonable  assistance as may
     be requested by the Vendor in relation to the DREX Lawsuit.

11.2 Revenue  Canada  Appeal.  The Purchaser  acknowledges  that the Company has
     filed notices of objection  with Revenue Canada in respect of the Company's
     1991,  1992, 1993 and 1994 corporate  income tax returns  ("Revenue  Canada
     Appeals"),  which have not been responded to by Revenue Canada.  The Vendor
     covenants and agrees to take all steps that it deems  necessary to complete
     the Revenue Canada Appeals, including but not limited to paying any and all
     costs,  expenses,  interest,  penalties  and  damages in  relation  to such
     appeals, and to indemnify and hold harmless the Purchaser,  the Company and
     all their respective officers, directors, heirs, agents and representatives
     for such costs, expenses, interest, penalties and damages arising out of or
     related to the Revenue Canada Appeals.  The Purchaser  covenants and agrees
     to provide  any and all  reasonable  access to the records and books of the
     Company  and,  at the  Vendor's  sole  expense,  to  provide  any  and  all
     reasonable  assistance as may be requested by the Vendor in relation to the
     Revenue Canada Appeals.

11.3 Tax Credits. The Vendor agrees to take all steps that it deems necessary to
     process and complete  all filings  necessary to claim ITCs on behalf of the
     Company for the period up to the  Effective  Date.  The Vendor  agrees that
     neither the Purchaser nor the Company shall in any way be  responsible  for
     any costs,  damages or  expenses  related in any manner to the ITCs and the
     Vendor further agrees,  without limitation,  to indemnify and hold harmless
     the Purchaser, the Company and all of their respective officers,  directors
     and employees from any claim,  demand,  damage,  cost, expense or liability
     arising out of or related to the ITCs.  The Purchaser  covenants and agrees
     to provide  any and all  reasonable  access to the records and books of the
     Company  and,  at the  Vendor's  sole  expense,  to  provide  any  and  all
     reasonable  assistance as may be requested by the Vendor in relation to the
     ITCs.

12.  General

     (a)  This  Agreement,  together  with the  delivery  by the Vendor of share
          certificates  representing the Purchased Shares,  shall constitute the
          actual conveyance of the Purchased Shares as of the Effective Date but
          each  party  agrees  with the other to do,  execute,  acknowledge  and
          deliver all such further documents, assignments, transfers, agreements
          and other  assurances as may be  reasonably  necessary or desirable to
          give full effect to this Agreement;

     (b)  The parties  hereto  acknowledge  that they have had an opportunity to
          obtain  independent  financial and/or legal advice before signing this
          Agreement and agrees that either such advice has been obtained or that
          they do not  wish  to seek or  obtain  such  independent  advice.  The
          parties  hereto  acknowledge  that they have read this  Agreement  and
          fully  understand the nature and effect of it and the terms  contained
          herein and that the said terms are fair and  reasonable  and correctly
          set out the party's understanding and intention.

     (c)  Each party shall be  responsible  for its own legal and other expenses
          incurred in connection with the negotiation,  execution,  delivery and
          performance  of  this  Agreement  and  the  transactions  contemplated
          hereby.

     (d)  This  Agreement  shall be governed by,  construed and  interpreted  in
          accordance with the laws of the Province of Ontario.

     (e)  This  Agreement is for the benefit of the parties and shall be binding
          upon their respective heirs, executors, administrators, successors and
          assigns, as applicable.

     (f)  Any notice, certificate, consent, determination or other communication
          required or permitted to be given or made under this  Agreement  shall
          be in writing and shall be effectively given and made if (i) delivered
          personally,  (ii) sent by prepaid  courier  service or mail,  or (iii)
          sent   prepaid   by  fax  or  other   similar   means  of   electronic
          communication, in each case to the applicable address set out below:

          (i)    if to the Vendor, to:

                 JetForm Corporation
                 560 Rochester Street
                 Ottawa, ON  K1S 5K2

                 Attention:   Carl Smith
                 Telephone:   751-4800
                 Facsimile:   751-4802

                 with a copy to:

                 LaBarge Weinstein
                 333 Preston Street, 11th Floor
                 Ottawa, ON  K1S 5N4

                 Attention:   Deborah L. Weinstein
                 Telephone:   231-3000
                 Facsimile:   231-3900

          (ii)   if to the Purchaser, to:

                 Calian Technology Ltd.
                 Calian Centre, 2 Beaverbrook Road
                 Kanata, ON  K2K 1L1

                 Attention:   Shaun McEwan
                 Telephone:   (613) 599-8600, ext. 273
                 Facsimile:   (613) 592-7771

          Any such  communication  so given or made shall be deemed to have been
          given or made and to have  been  received  on the day of  delivery  if
          delivered,  or on the day of  faxing  or  sending  by  other  means of
          recorded  electronic  communication,  provided that such day in either
          event is a business day and the  communication is so delivered,  faxed
          or sent before 4:30 p.m. on such day.  Otherwise,  such  communication
          shall be deemed to have been given and made and to have been  received
          on the next  following  business day. Any such  communication  sent by
          mail  shall be  deemed  to have  been  given and made and to have been
          received on the fifth  business  day  following  the mailing  thereof;
          provided however that no such communication shall be mailed during any
          actual  or  apprehended   disruption  of  postal  services.  Any  such
          communication  given or made in any  other  manner  shall be deemed to
          have been  given or made and to have been  received  only upon  actual
          receipt. Any party may from time to time change its address under this
          Section by notice to the other party  given in the manner  provided by
          this Section.

     (g)  A waiver of any default, breach or non-compliance under this Agreement
          is not effective unless in writing and signed by the party to be bound
          by the  waiver.  No waiver  shall be  inferred  from or implied by any
          failure  to act or  delay  in  acting  by a party  in  respect  of any
          default, breach or non-observance or by anything done or omitted to be
          done by the other party. The waiver by a party of any default,  breach
          or  non-compliance  under this Agreement shall not operate as a waiver
          of  that  party's  rights  under  this  Agreement  in  respect  of any
          continuing or subsequent default, breach or non-observance (whether of
          the same or any other nature).

     (h)  Each party hereby agrees that all provisions of this Agreement,  other
          than  (a)  the   conditions   in   Sections   5  and  6  and  (b)  the
          representations  and warranties  contained in Sections 7 and 8 and the
          related  indemnities  in Section 10 hereof  (which shall be subject to
          the special  arrangements  provided in such  Sections)  shall  forever
          survive the execution,  delivery and  performance  of this  Agreement,
          Closing and the  execution,  delivery and  performance  of any and all
          documents delivered in connection with this Agreement.

     (i)  This  Agreement  and the terms  hereof  shall  constitute  the  entire
          agreement  between  the  parties  hereto  with  respect  to all of the
          matters  herein and its  execution has not been induced by, nor do any
          of  the  parties   hereto  rely  upon  or  regard  as  material,   any
          representations  or writings  whatsoever not  incorporated  herein and
          made a part hereof.  If any paragraph,  section or portion  thereof in
          this  Agreement is determined to be  unenforceable  or invalid for any
          reason  whatsoever,  that  unenforceability  or  invalidity  shall not
          affect the  enforceability  or validity of the  remaining  portions of
          this Agreement and such unenforceable or invalid paragraph, section or
          portion  thereof  shall be deemed to be severed from the  remainder of
          this Agreement.  Upon execution of this Agreement,  the Term Sheet, as
          amended by a letter agreement dated May 17, 1999 between the Purchaser
          and the Vendor,  shall be terminated  and cease to be of any force and
          effect.

     (j)  Each Party shall  promptly do,  execute,  deliver or cause to be done,
          executed  and  delivered  all further  acts,  documents  and things in
          connection  with this  Agreement  that the other Party may  reasonably
          require, for the purposes of giving effect to this Agreement.

     (k)  This Agreement  shall be governed by and construed in accordance  with
          the laws of the Province of Ontario and the laws of Canada  applicable
          in that Province and shall be treated, in all respects,  as an Ontario
          contract.

     (l)  This  Agreement  shall enure to the benefit of, and be binding on, the
          Parties and their respective successors and permitted assigns. Neither
          party may assign or transfer,  whether absolutely,  by way of security
          or otherwise,  all or any part of its respective rights or obligations
          under this  Agreement  without the prior written  consent of the other
          party.

     (m)  This  Agreement  may be signed by manual  or  facsimile  signature  in
          several  counterparts  of like form,  each of which  when so  executed
          shall be deemed to be an original and such counterparts together shall
          constitute one and the same  instrument,  which shall be  sufficiently
          evidenced by any such original counterpart.

     IN WITNESS WHEREOF this Agreement has been executed by the parties hereto.


                                    CALIAN TECHNOLOGY LTD.



                                    Per:
                                        -----------------------------------
                                        Authorized Officer


                                    JETFORM CORPORATION


                                    Per:
                                        -----------------------------------
                                        Authorized Officer