Certicom in and to the Purchase Agreement and Northwest hereby assumes from Certicom the foregoing transfer and assignment, subject to the terms set out herein. 2.  **Covenant to Perform:**    Northwest hereby covenants with Certicom and Pauls to assumeall of the obligations and liabilities of Certicom under the Purchase Agreement (except with respect to the surrendering of the Lease and the payment of any brokerage fees and the like under section 9.16 of the Purchase Agreement, all of whichCerticom shall continue to be responsible for) and to indemnify and hold harmless Certicom only for those obligations and liabilities arising from the period commencing on the date hereof (except as noted in this paragraph 2). Northwest acknowledgesreceiving and reviewing a copy of the Purchase Agreement.  3.  **Consent toAssignment:**    Pauls hereby consents to the assignment of the Purchase Agreement by Certicom to Northwest, reserving nevertheless all of its rights and remedies pursuant to the Purchase Agreement against Certicom. Thisconsent shall in no way affect or release Certicom from its covenants and obligations under the Purchase Agreement.  4.  **Waiver of Purchaser’s Conditions:**    Northwest hereby waives the conditions for purchaser provided in subsection 5.02(a) of the Purchase Agreement. Certicom hereby consents to, and Pauls herebyacknowledges receipt of, such waiver of conditions.  5.  **Closing Date:**    The partieshereto acknowledge and agree that the Closing Date of the Purchase Agreement shall be February 25, 2002, or such earlier date as agreed upon between Pauls and Northwest.  6.  **Purchase Price:**    The parties hereto acknowledge and agree that the Purchase Price payable under the Purchase Agreement has been reduced from$10,800,000.00 to $10,600,000.00.  7.  **Deposits:**    Pauls hereby acknowledges receipt ofthe First Deposit and the Second Deposit payable pursuant to the Purchase Agreement, totaling $400,000.00, and the balance of the deposit paid by Certicom under the Lease, totaling approximately $225,000.00, subject to adjustment for February’srent (which is to be paid by Certicom to Pauls when due under the Lease) and readjustment of Operating Costs to the Closing Date, if applicable, all of which shall be adjusted for and credited to Northwest against the Purchase Price on Closing.Certicom hereby consents to the foregoing.  8.  **Representation of Pauls:**    Paulsrepresents and warrants in favour of Northwest that as of the date hereof: 2 
 (a)  to the best of their knowledge and belief, each of therepresentations and warranties of Pauls contained in section 4.01 of the Purchase Agreement continues to be true and correct as of the date hereof;  (b)  there are no Contracts (as defined in the Purchase Agreement) to be assumed pursuant to the Purchase Agreement;  (c)  there are and on Closing shall be no brokerage commissions, finders fees nor the like payable by Pauls with respect tothe Purchase Agreement or the closing of the transactions contemplated thereby, other than commissions payable to C.B. Richard Ellis for which Pauls shall be solely liable and which shall be paid from the sale proceeds on Closing;  (d)  no further consents are required from any authority in order for the transfer of the Property, in accordancewith the Purchase Agreement, to comply with the *Planning Act* (Ontario); and  (e)  to the bestof its knowledge and belief, all work required to satisfy the obligations of Pauls to the City of Mississauga secured by the Vendor’s Outstanding Letters of Credit, as defined in the Purchase Agreement, has been fully completed, subject tothose landscaping related matters which may arise due to winter weather between the date hereof and the date of the City’s expected inspection in the Spring of 2002.  The representations and warranties of Pauls contained in this agreement shall not merge on Closing but shall continue in full force and effect for a period of six months after Closing. 9.  **Representations of Certicom:**    Certicom hereby represents and warrants to Northwestand Pauls that, to the best of its knowledge and belief, all work related to the landscaping of the property required to satisfy the obligation of Pauls, with respect to landscaping only, to the City of Mississauga secured by the Vendor’sOutstanding Letters of Credit, as defined in the Purchase Agreement, has been fully completed by Certicom, subject to those landscaping related matters which may arise due to winter weather between the date hereof and the date of the City’sexpected inspection in the Spring of 2002.  10.  **Notices:**    Any notice or othercommunication required or permitted to be given under this agreement shall be in writing and shall be effectively given if delivered personally, sent by prepaid courier service or sent by fax, in each case to the applicable address set out below: (a)  in the case of Certicom addressed to it at:  25821 Industrial Blvd Hayward,California 94545 3 
Attention:    Greg Capitolo Fax:    510 780-5401  With a copy to:  McCarthyTetrault LLP, Box 48, 4700 Toronto-Dominion Bank Tower, Toronto ON M5K 1E6. Attn:    Oliver Hobday. Fax No. 416.601.8248.  (b)    in the case of Northwest addressed to it at:  357 Bay Street Suite 502 Toronto, Ontario M5H 2T7 Attention:    Paul Dalla Lana Fax:    416 366-6886  With a copy to: McLean & Kerr LLP, #2800—AdelaideStreet West, Toronto ON M5H 3P5. Attn: Mike Brady. Fax No.: 416.366.8571  (c)    in the case of Pauls addressed to itat  Pauls Properties Corporation 191 The West Mall Suite 340 Toronto, Ontario M9C 5K8 Attention:    John P. Marotta Facsimile No.    (416) 695-1277  With a copy to: Miller Thomson LLP, Suite 2500, 20 Queen Street East, Toronto, Ontario M5H 9S1. Attn: Michael J. Wren. Fax No. (416)595-8695.  Any such communication so given shall be deemed to have been given or made or to have been received on the day ofdelivery if delivered, or on the day of faxing, if faxed, provided that such day in either event is a business day and the communication is delivered or faxed prior to 5:00 p.m. (Toronto time) on such day, otherwise such communication shall bedeemed to have been given and received on the next following business day.  11.  **General:**    Time shall be one of the essence of this agreement and the transaction contemplated herein. This agreement shall be effective to create an interest in the 4 
 Property only if the provisions of the *Planning Act* (Ontario) are complied with. All of the covenants andagreements contained in this agreement shall be binding upon the parties and their respective successors and permitted assigns and shall enure to the benefit of and be enforceable by the parties and their respective successors and permitted assignsand shall be governed by and construed in accordance with the laws of the Province of Ontario. The parties hereto hereby submit and attorn to the jurisdiction of the courts of the Province of Ontario in any action or proceeding that may be commencedwith respect to the enforcement of this agreement. This agreement may be executed by the parties hereto in any number of separate counterparts and all of the said counterparts taken together shall be deemed to constitute one and the same instrument.A facsimile signature of any party to this agreement shall constitute the valid and binding signature of such party with the same effect as if it were an original signature endorsed on this agreement. 5 
 IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written. CERTICOM   NORTHWEST VALUE PARTNERS INC.Per: /s/    GREGORY M. CAPITOLO   Per: Name: **Chief Financial Officer**   Name:  Title: **    Authorized Signatory**   Title: **    Authorized Signatory**Per:    Per: Name:     Name:  Title: **    Authorized Signatory**   Title: **    Authorized Signatory**I/We have authority to bind the Corporation      PAULS PROPERTIES CORPORATION      Per:    Per: Name:     Name:  Title: **Authorized Signatory**   Title: **Authorized Signatory**    I/We have authority to bind the Corporation       Per:       Name:        Title: **Authorized Signatory**      I/We have authority to bind the Corporation      6 
 Property only if the provisions of the *Planning Act* (Ontario) are complied with. All of the covenants andagreements contained in this agreement shall be binding upon the parties and their respective successors and permitted assigns and shall ensure to the benefit of and be enforceable by the parties and their respective successors and permitted assignsand shall be governed by and construed in accordance with the laws of the Province of Ontario. The parties hereto hereby submit and attorn to the jurisdiction of the courts of the Province of Ontario in any action or proceeding that may be commencedwith respect to the enforcement of this agreement. This agreement may be executed by the parties hereto in any number of separate counterparts and all of the said counterparts taken together shall be deemed to constitute one and the same instrument.A facsimile signature of any party to this agreement shall constitute the valid and binding signature of such party with the same effect as if it were an original signature endorsed on this agreement.  IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written.  CERTICOM CORP.   NORTHWEST VALUE PARTNERS INC.Per:    Per: /s/    DAVID KEMPERName:     Name:  Title: **Authorized signatory**   Title: **    Authorized signatory**         Per:    Per: Name:     Name:  Title: **Authorized Signatory**   Title: **Authorized Signatory**I/We have authority to bind the Corporation   I/We have authority to bind the CorporationPAULS PROPERTIES CORPORATION      Per:       Name:        Title: **Authorized Signatory**               Per:       Name:        Title: **Authorized Signatory**      I/We have authority to bind the Corporation      7 
 Property only if the provisions of the *Planning Act* (Ontario) are complied with. All of the covenants andagreements contained in this agreement shall be binding upon the parties and their respective successors and permitted assigns and shall enure to the benefit of and be enforceable by the parties and their respective successors and permitted assignsand shall be governed by and construed in accordance with the laws of the Province of Ontario. The parties hereto hereby submit and attorn to the jurisdiction of the courts of the Province of Ontario in any action or proceeding that may be commencedwith respect to the enforcement of this agreement. This agreement may be executed by the parties hereto in any number of separate counterparts and all of the said counterparts taken together shall be deemed to constitute one and the same instrument.A facsimile signature of any party to this agreement shall constitute the valid and binding signature of such party with the same effect as if it were an original signature endorsed on this agreement.  IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written.  CERTICOM CORP.   NORTHWEST VALUE PARTNERS INC.Per:    Per: Name:     Name:  Title: **Authorized signatory**   Title: **Authorized signatory**I/We have authority to bind the Corporation   I/We have authority to bind the Corporation Per:    Per: Name:     Name:  Title: **Authorized signatory**   Title: **Authorized signatory**           PAULS PROPERTIES CORPORATIONPer: /s/    BRIAN D. PAULS          **Brian D. Pauls**  **Authorized signatory**I/We have authority to bind the Corporation Per: Name:  Title: **Authorized signatory**I/We have authority to bind the Corporation8