<PAGE>

                            SHARE PURCHASE AGREEMENT

                  THIS AGREEMENT made this 31st  day of October, 2000,

B E T W E E N:

                        MICHAEL REID and BERNADETTE REID
                        (hereinafter jointly called the "Vendor"),

                                                                         - and -

                        THINKPATH.COM INC.,
                        a company incorporated under the laws
                        of the Province of Ontario
                        (hereinafter called the "Purchaser").


INTENT OF THE AGREEMENT

         WHEREAS the Vendor is the registered owner of all of the issued and
outstanding common shares (called the "Purchased Shares") or represents the
beneficial owner(s) of the Purchased Shares of TidalBeach Inc., a company
incorporated under the provisions of the Ontario Business Corporations Act,
hereinafter referred to as the "Corporation" which carries on business as
TidalBeach Inc., located at 549-55 City Centre Drive, Mississauga, Ontario, L5B
1M3 (hereinafter called "the Location").

         WHEREAS the Purchaser has agreed to purchase and the Vendor has agreed
to sell, the Purchased Shares on the terms and conditions hereinafter set out;


         NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants of the parties hereinafter contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged;


         THE PARTIES HEREBY COVENANT, PROMISE AND AGREE AS FOLLOWS:

1.00.    Defined Terms In this agreement except as otherwise expressly provided,
         the following words or expressions have the meanings assigned:

         (a)  "Agreement" means this agreement and any agreement supplemental
              thereto and any amendment thereof.

         (b)  "Clients" means individuals, organizations and companies that have
              acquired Products through the Corporation within a period of three
              years prior to the Effective Date.

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         (c)  "Closing" means the completion of the purchase and sale of the
              shares pursuant to this Agreement.

         (d)  "Closing Date" means two (2) business days after this Agreement
              and the documents required to complete the transaction referred to
              herein have been approved by the Board of Directors of both the
              Purchaser and the Corporation, provided that if such date does not
              occur prior to November 15, 2000, the transaction shall be null
              and void.

         (e)  "Effective Date" means July 1, 2000, following which all revenue
              of the Corporation shall be for the benefit of the Purchaser, and
              all expenses of the Corporation shall be the responsibility of the
              Purchaser.

         (f)  "Effective Date Financial Statements" means the Financial
              Statements of the Corporation to be prepared by the Corporation's
              accountants, in a manner consistent with previous Financial
              Statements of the Corporation and at the expense of the Vendor,
              and which shall be completed as quickly as possible but not later
              than six (6) weeks following the Closing Date.

         (g)  "Issued Shares" means the shares of the Purchaser issued pursuant
              to Section 3.

         (h)  "Pre-closing liabilities" means the liabilities of the Corporation
              as of the Effective Date.

         (i)  "Post-closing liabilities" means the liabilities of the
              Corporation after the Effective Date.

         (j)  "Product" means the Web development services and tools, the
              corporate training services and tools, and all related goods and
              services provided by the Corporation as at the date of this
              Agreement.

         (k)  "Purchased Business" means the commercial enterprise involving the
              sale of Products that is carried on by the Corporation.

         (l)  "Purchase Price" means the product of the formula set forth
              according to the provisions of Section 3.

         (m)  "Purchased Shares" means the two thousand (2000) issued and
              outstanding common shares of the Corporation issued and
              outstanding as of the Closing Date.


2.00.    Purchase and Sale The Purchaser agrees to purchase and the Vendor
         agrees to sell the Purchased Shares for the Purchase Price on the terms
         and conditions set out herein.

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3.00.    Payment of the Purchase Price The Purchase Price shall be an amount
         equal to the average price of a common share of the Purchaser as listed
         on the NASDAQ Exchange during the two (2) week period immediately prior
         to the Closing Date, multiplied by 250,000, to be paid and satisfied as
         follows:

         (a)  the Purchaser shall issue in the name of each of the Vendors, pro
              rata to each's percentage holding of common shares of the
              Corporation, an aggregate of 250,000 common shares of the
              Purchaser, which Issued Shares shall be registered no later than
              three (3) months following the Closing Date.

4.00     Schedules The following Schedules shall be an integral part of this
         Agreement:

              "A" (para. 7(g)(i)) Financial Statements to December 31, 1999
              "B" (para. 7(g)(ii)) Balance Sheet, etc. to September 30, 2000
              "C" (para. 7(j)) Assets
              "D" (para. 7(k)) Bank Accounts
              "E" (para. 7(l)) Claims
              "F" (para. 7(q)) Existing Employment/Independent Contractor
                               Agreements (x2)
              "G" (para. 7(q)) Amended Independent Contractor Agreements (x3)
              "H" (para. 7(t)) Employees
              "I" (para. 7(u)) Clients
              "J" (para. 8(e)) Release
              "K" (para. 8(i)) Non-Solicitation and Non-Competition
              "L" (para. 8(j)) Indemnity
              "M" (para. 8(l)) Insurance
              "N" (para. 7(p)) Lease (x2)

5.00     Left Intentionally Blank

6.00.    Fiscal Year End - The Vendor shall cause the Corporation at his expense
         forthwith after Closing to have its accountants prepare the Effective
         Date Financial Statements, and file final tax returns as of the
         Effective Date with both the federal and provincial taxing authorities
         on the basis of such Financial Statements. The Purchaser's accountants
         shall be entitled to review the said Financial Statements before the
         Statements are finalized. Such statements do not need to be audited.

7.00.    Representations and Warranties of the Vendor. The Vendor represents and
         warrants to the Purchaser as follows:

         (a)  Existence, Authorized and Issued Capital - The Corporation is
              incorporated and existing under the Ontario Business Corporations
              Act, with authorized capital, consisting of an unlimited number of
              Common shares and an unlimited number of Preference shares and the
              issued and outstanding capital shares on Closing shall consist of
              Two Hundred (200) Common Shares only, and no Preference Shares.

         (b)  Power and Authority - The Corporation has the necessary corporate
              power and authority to own its assets and to carry on business as
              presently carried on by it and hold all necessary licences,
              permits and consents as are required to own its assets and carry
              on its business.

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         (c)  Ownership of Shares - The Vendor is or represents all of the
              registered and beneficial owners of the Purchased Shares, and has
              the authority to bind all such owners. The Purchased Shares are
              owned as follows:

                      Michael Reid    - 1000 common shares
                      Bernadette Reid - 1000 common shares

         (d)  Title to the Purchased Shares - The Purchased Shares on Closing
              will be free and clear of all agreements, claims, liens, security
              interests and encumbrances.

         (e)  No Shares Held - The Corporation holds no shares of other
              companies, other than

X                 Conexys Corporation Limited 27,299 common shares

X                 Envision Communications Corp. common shares

         (f)  No Conflict with Other Agreements - The execution and delivery of
              this Agreement does not, and the completion of this Agreement will
              not violate any of the terms and provisions of the by-laws of the
              Corporation and/or any agreements to which the Corporation or its
              shareholders are bound.

         (g)  Financial Statements

              (i)    The Financial Statements of the Corporation for the fiscal
                     years ended the December 31, 1998 and December 31, 1999,
                     copies of which are attached hereto as Schedule "A" present
                     fairly, in all material respects, the financial position of
                     the Corporation as of those dates and the results of its
                     operations for the periods then ended, prepared in
                     accordance with generally accepted accounting principles
                     applied on a basis consistent with preceding years. Such
                     statements reflects all assets and all liabilities
                     (contingent or otherwise) of the Corporation as at such
                     dates.

              (ii)   The Balance Sheet/Income/Expense Statements generated by
                     the Corporation's management for the nine (9) month period
                     ended September 30, 2000, a copy of which is attached
                     hereto as Schedule "B" present fairly, in all material
                     respects, the financial position of the Corporation for the
                     nine (9) month period ended as at that date save and except
                     for such post-period adjustment as may be made in
                     accordance with GAAP, and such statements reflect all
                     assets and liabilities and the results of its operations as
                     of that date, save and except for such post-period
                     adjustment as may be made in accordance with GAAP for the
                     periods ended. Such statements reflects all assets and
                     liabilities (contingent or otherwise) of the Corporation as
                     of those dates.

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              (iii)  No liability of the Corporation has been incurred since the
                     Effect Date except in the ordinary course of business.
                     Specifically, no dividend has been declared or paid and no
                     payment has been made to shareholders other than the salary
                     paid in the normal course of business, since the Effective
                     Date.

         (h)  Payment of Tax - The Corporation has filed all Federal and
              Provincial tax returns required to be filed and has paid all taxes
              due and payable and provided sufficient funds on deposit with the
              Corporation as may be needed for the filing of the Corporate tax
              returns as of the Effective Date, and is aware of no actual or
              threatened investigation inquiry, claim or challenge to those
              filings by any such authority.

         (i)  Minute Books - The Minute Books of the Corporation are complete
              and accurately reflect all actions taken by its board of directors
              and shareholders.

         (j)  Title to Equipment and Leases - The Corporation holds all of its
              assets free and clear of all claims, liens and encumbrances,
              except as set forth in Schedule "C". All of the assets of the
              Corporation including its unfettered and unchallenged rights to
              use the trade style "TidalBeach", the Canadian trade mark
              "Skillset Training", as well as its current telephone and
              facsimile numbers and url co-ordinates shall remain in the
              Corporation after the Effective Date. All listed assets are in
              good working condition. Assets which are subject to lease are
              described in Schedule "C" together with the terms thereof.

         (k)  Bank Accounts - The Corporation maintains only those bank accounts
              set out in Schedule "D" hereto.

         (l)  Absence of Litigation or Claims - Other than as described in
              Schedule "E", there is no litigation, proceedings or government
              investigation pending against the Corporation. The Vendor has no
              knowledge of any basis for potential litigation which, if
              commenced, would affect the Corporation materially. There is no
              outstanding judgment or injunction affecting the Corporation or
              its assets, other than as described in Schedule "E".

         (m)  Residence of Vendor - The Vendor is a resident of Canada for the
              purposes of the Income Tax Act (Canada).

         (n)  Guarantees - The Corporation is not a party to or bound by any
              agreement, guarantee or indemnification of the obligations,
              liabilities (contingent or otherwise) or indebtedness of any other
              person.

         (o)  Licenses - The Corporation does not require any governmental,
              self-regulatory or other licence in order to carry on business.

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         (p)  Lease of Premises - The occupancy of the Location by the
              Corporation is subject to a Lease which expires on March 19, 2005,
              a copy of which is attached as Schedule N1. The Vendor shall be
              responsible for any and all claims relating to the Lease up to and
              including the Effective Date, but thereafter full responsibility
              will rest with the Corporation. In addition, the Corporation is a
              tenant occupying premises known municipally as Suite 1300, 69
              Yonge Street, Toronto, pursuant to a lease which expires on August
              31, 2003, a copy of which is attached as Schedule N2. Both of
              these leases are in good standing and both requires the consent of
              the relevant landlord in the circumstances of this transaction.

         (q)  Independent Contractor Agreements - The Corporation has existing
              written independent contractor agreements with each of Keith Yau
              and Dmitry Stakhov (based on copies of each of which are attached
              as Schedule F1 and F2, respectively) and an oral employment
              agreement with Michael Reid; and will deliver to the Purchaser on
              or before Closing amendments to those agreements, signed by the
              Corporation and the named individual in form and substance as set
              forth in Schedules G1, G2 and G3 respectively.

         (r)  Clients - The Vendor has no knowledge of the past loss or the
              potential future loss of any Clients whose contribution to the
              Corporation's revenue is material.

         (s)  Trade Style - The Trade Style "TidalBeach" has not been registered
              by the Corporation but the Vendor is aware of no challenge,
              anywhere in Canada or the USA, to the Corporation's right to use
              such trade style. The Canadian trade mark "Skillset Training" has
              been issued to the Corporation and the Vendor is aware of no
              challenge to the Corporation's right to use such trade mark.

         (t)  Employees - Attached as Schedule "H" is a list of the current
              employees (full-time and part-time) and independent contractors
              together with each individual's start date, salary or payment
              review date, current payment or salary, current vacation
              entitlement and other benefits. There are no other contract staff
              or outside sales representatives associated with the Corporation.
              There are no unions or collective bargaining agreements or
              entitlements affecting any of the employees and the Vendor is
              aware of no attempts to organize any.

         (u)  Clients - Attached as Schedule "I" is a list of the current
              clients of the Corporation.

         (v)  Ordinary Course - Until the Closing Date, the Purchased Business
              will be carried on as per normal, subject to the prior approval of
              the Purchaser.

8.00.    Conditions of Closing for the Benefit of the Purchaser The Closing is
         subject to the following terms and conditions, all of which are for the
         benefit of and may be waived by the Purchaser, and all of which are to
         be fulfilled on or performed at or prior to the time of Closing:

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         (a)  Representations and Warranties - All representations and
              warranties of the Vendor contained in this Agreement are true and
              correct as of Closing, with the same effect as though made again
              at and as of that time subject only to those changes which are
              permitted by this Agreement, and there shall have no material
              adverse change in the business and affairs of the Corporation
              prior to the Closing.

         (b)  Compliance with Agreement - All of the acts and undertakings of
              the Vendor set out herein have been performed.

         (c)  Certificate - The Vendor shall deliver a certificate dated as at
              the Date of Closing certifying as to (a) and (b) above.

         (d)  Legal Opinion - The Purchaser shall have been furnished with an
              opinion of the Vendor's counsel, dated the Closing Date (a draft
              of which shall be provided by the Purchaser) in respect of their
              knowledge as to the Corporation is duly incorporated, organized
              and validity subsisting under the laws of the province of Ontario
              with full corporate right, power and authority to carry its
              business in the province of Ontario as now conducted and to enter
              into such documentation as may be necessary to complete the
              transactions set out in this Agreement.

         (e)  Directors & Officers - At the Closing the Directors and Officers
              of the Corporation shall tender their resignations, as officers,
              directors and employees of the Corporation and shall execute and
              deliver a release (as per Schedule "J" attached) of all claims
              which may have arisen against the Corporation in those or in any
              other capacities, save and except those which arise directly and
              expressly out of this Agreement.

         (f)  Corporate Acts - At the time of Closing, all appropriate actions
              shall have been taken to effect the transfer of the Shares
              contemplated hereby including but not limited to the approval of
              the Board of Directors of the Corporation to the transfer of the
              Shares, and of the Board of Directors of the Purchaser with
              respect to its concurrence in this transaction.

         (g)  Fire and Hazard - No substantial damage by fire or other hazard to
              the Location and goodwill of the Business including all documents
              and records of the Corporation shall have occurred prior to the
              Closing and if such damage does occur, the Purchaser shall have
              the option of completing this Agreement and accepting the proceeds
              of the insurance policy covering such loss or rescinding the
              Agreement.

         (h)  Pre-closing Liabilities - Provision shall have been made for the
              payment for any and all Pre-closing Liabilities, of every nature,
              kind and description, of the Corporation (including outstanding
              shareholders advances from shareholders which shall be assigned to
              the Purchaser at no additional cost) either through payment in
              full or sufficient monies on deposit to cover any and all such
              obligations.

         (i)  Non-solicitation and Non-competition Covenant - Each of the two
              Vendors shall provide on Closing a Non-solicitation and
              Non-competition Covenant as set out in Schedule "K".

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         (j)  Indemnity Covenant - The Vendor shall provide on Closing an
              Indemnity Covenant as set out in Schedule "L".

         (k)  Licence - Left Intentionally Blank.

         (l)  Insurance - The Corporation shall be covered by the Insurance
              Policy, details of which are attached hereto as Schedule "M".

         (m)  Employees - Left Intentionally Blank.

         (n)  Amended Independent Contractor Agreements - The Vendor Michael
              Reid and the two other named individuals shall have signed the
              Amended Independent Contractor Agreements referred to in Section
              7(q).

         (o)  Leases - Landlord's approval has been provided with respect to the
              leases referred to in paragraph 7(p).

         (p)  Actual Revenue - The Purchaser's investigation of the books and
              records of the Corporation shall have confirmed to the
              satisfaction of the Purchaser that they reflect actual revenue of
              at least the amount which, when annualized, will meet or exceed
              the revenue reflected in Schedules A and B, once annualized where
              necessary.

         (q)  Board Approval - The Purchaser's Board of Directors must approve
              of this transaction, and all component parts of it.

9.       Conditions of Closing for the Benefit of the Vendor The Closing is
subject to the following terms and conditions, all of which are for the benefit
of and may be waived by the Vendor and all of which are to be fulfilled on or
performed at or prior to the time of Closing:

         (a)  Representations and Warranties - All Representations and
              Warranties of the Purchaser contained in this Agreement are true
              and correct as of the time of Closing with the same effect as
              though made again at and as of that time subject only to those
              changes which are permitted by this Agreement.

         (b)  Compliance with Agreement - All of the acts and undertakings of
              the Purchaser set out herein have been performed.

         (c)  Certificate - The Purchaser shall deliver a certificate dated as
              at the Date of Closing certifying as to (a) above.

10.00.   Closing Arrangements

         i)   Deliveries by the Purchaser The Purchaser agrees to deliver the
              following on the Closing Date:

              (a)    a certified copy of the resolution authorizing the issuance
                     of the shares referred to in Section 3(a); and

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              (b)    the Certificate as set out in Section 9(c).

         ii)  Closing Deliveries by the Vendor The Vendor agrees to deliver the
              following on the Closing Date:

              (a)    Transfer of Shares duly endorsed to the Purchaser or such
                     nominee as the Purchaser may direct;

              (b)    Resignation of Officers and Directors;

              (c)    the Certificate as set out in Section 8 (c);

              (d)    All other documents referred to herein as being required of
                     the Vendor, or its responsibility to produce.

         iii) Time and Place The Closing shall take place at the offices of
              Heifetz, Crozier, Law, solicitors for the Purchaser at 2:00 p.m.
              or such other time as the parties mutually agree. Time to be of
              the essence.

11.00.   Rescission of Agreement In the event that any of the conditions
         enumerated in this Agreement shall not be fulfilled or performed at or
         prior to the Closing, the Purchaser or the Vendor in whose favour the
         condition was inserted as the case may be, may rescind this Agreement
         by notice to the other. In such event, the party giving notice shall
         thereupon be released from all obligations hereunder, and, unless such
         party can establish that the condition or conditions for the
         nonfulfillment or nonperformance of which it has rescinded this
         Agreement are reasonably capable of being fulfilled or performed by the
         other party, then the other party also shall be released from all
         obligations hereunder.

12.00.   Survival of Representations and Warranties All representations,
         warranties, covenants, undertakings, indemnities and agreements made by
         any of the parties in or pursuant to this Agreement shall survive the
         Closing and any investigation at any time made by or on behalf of any
         party shall not be considered waived by consummation of the Closing
         notwithstanding knowledge of any breach. Representations and warranties
         made by any of the parties in or pursuant to the Agreement shall
         however only survive the Closing for a period of one (1) years, except
         insofar as they relate to income tax obligations, which representations
         and warranties shall survive seven (7) years.

13.00.   Investigation The parties acknowledge the importance of the
         representations of sales, revenue, expenses, clientele and operations
         to the Purchaser. Between the date of the signing of this Agreement and
         the Closing Date, the Vendor will allow reasonable access to the
         Purchaser and his representative during normal business hours to
         examine the books and records of the corporation to interview the
         personnel that are to be retained and to receive information including
         client profiles pertaining to the Business and pertinent to its
         operation.

14.00.   Notice Any notice or document required or permitted to be given
         hereunder shall be in writing and may be given by delivering same, or
         sending the same by telegram, telex, facsimile or other similar means
         of telecommunications or by prepaid ordinary mail addressed to the
         party at the address set out on the face page of this Agreement. Notice

<PAGE>

         so mailed shall be deemed to have been given and received on the fifth
         business day after deposit in a post off ice or public letter box,
         except in the event of an interruption in postal service, in which
         case, notice shall not be given by mail. Notice given by telegram,
         telex, facsimile or other similar means of telecommunications shall be
         deemed to have been given and received on the first business day after
         the sending of such notice. Notice given by delivery shall be deemed to
         have been given and received on the date it is delivered. Any party to
         this Agreement may change their address for service from time to time
         by notice given in accordance with the foregoing. For purposes of this
         Agreement, notices to the Vendor shall be addressed to:

                      Michael Reid and Bernadette Reid
                      2383 Conquest Drive
                      Mississauga, Ontario
                      L5C 2Z1

         and in the case of the Purchaser to:

                      505 - 55 University Avenue        704-55 University Avenue
                      Toronto, Ontario            AND   Toronto, Ontario
                      M5J 2H7                           M5J 2H7

15.00.   Binding Effect This Agreement shall bind and benefit the parties hereto
         and their respective heirs, executors, administrators, successors and
         permitted assigns.

16.00.   Entire Agreement This Agreement sets forth the entire agreement among
         the parties hereto pertaining to the subject matter hereof, and
         supersedes all prior agreements. There are not and shall not be any
         oral statements, representations, warranties, undertakings or
         agreements among the parties.

17.00.   Further Assurances The parties hereto agree to execute and deliver such
         further and other documents and perform and cause to be performed such
         further and other acts and things as may be necessary or desirable in
         order to give full effect to this Agreement and every part thereof.

18.00.   Applicable Law This Agreement shall be governed by the laws of the
         Province of Ontario and the laws of Canada applicable therein. The
         parties hereto do hereby irrevocably attorn to the jurisdiction of the
         Courts of the Province of Ontario.

19.00.   Severability If any provision of this agreement or its application to
         any party or circumstance is restricted, prohibited or unenforceable,
         such provision shall be ineffective only to the extent of such
         restrictions, prohibition or unenforceability without invalidating the
         remaining provisions hereto and without affecting the application of
         such provision to other parties or circumstances.

20.00.   Amendments, Waiver, etc. This Agreement shall not be amended or
         modified in any respect except by written instrument signed by the
         parties hereto. No waiver of any breach of any term or provision of
         this Agreement shall be effective or binding unless made in writing and
         signed by the party purporting to give the same and, unless otherwise

<PAGE>

         provided, shall be limited to the specific breach waived. The failure
         of a party to insist upon strict adherence to any term of this
         Agreement on any occasion shall not be considered a waiver or deprive
         that party of the right thereafter to insist upon strict adherence to
         that term or any other term of this Agreement.

21.00.   Time of Essence Time shall be of the essence of this Agreement. No
         waiver of any time period prescribed hereunder shall be effective
         unless in writing signed by the parties hereto.

22.00.   Extended Meanings Words in the singular include the plural and vice
         versa and words importing gender include all genders.

23.00.   Headings The headings in this Agreement are included for convenience of
         reference only and shall not affect the interpretation hereof.

24.00.   Assignment The Purchaser shall be entitled to assign this Agreement to
         a subsidiary, affiliate or associate, without the prior approval of the
         Vendor. Subject to the foregoing, this Agreement shall not be assigned
         by either party without the prior written consent of the other party.

25.00.   Facsimile Transmission The parties agree that the acceptance of the
         Agreement herein may be transmitted by Facsimile machine and any
         initialling, witnessing and acceptance of the Agreement shall be firm
         and binding between all parties. The parties further agree to sign the
         true copies of this Agreement forthwith.

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

SIGNED, SEALED AND DELIVERED    )
          in the presence of    )  _____________________________________________
                                )
                                )  MICHAEL REID
                                )
                                )  BERNADETTE REID
                                )
                                )  THINKPATH.COM INC.
                                )
                                )
                                )  per:  Declan French
                                )  I have the authority to bind the Corporation.