<PAGE>   1
                                                                  EXHIBIT 10.17



                        INTELLECTUAL PROPERTY AGREEMENT


           THIS AGREEMENT dated the 4th day of February, 2000 is made



BETWEEN
                          SMARTSOURCES.COM TECHNOLOGIES INC.

                          (hereinafter called "SmartSources")

AND
                          INDUSTRY CANADA, as represented by the Information
                          Highway Applications Branch

                          (hereinafter called "Industry Canada")


         WHEREAS Industry Canada wishes to design and develop a comprehensive
civic portal through CivicLife for use by the Government of Canada to deliver
information and services to citizens throughout the various regions of Canada
on a user friendly basis; and

         WHEREAS the SmartSources kServer Access Edition Software is a critical
embedded component of the civic portal; and

         WHEREAS Industry Canada and SmartSources wish to set forth in this
Agreement the terms and conditions under which the kServer Access Edition
Software developed pursuant to the SmartSources Supply Agreement is to be owned
and licensed by Industry Canada and SmartSources;

         NOW THEREFORE in consideration of the premises, the mutual covenants
contained herein and the receipt of good and valuable consideration which the
parties acknowledge, this Agreement provides as follows:





<PAGE>   2





                                       2


                                   ARTICLE I
                                  DEFINITIONS


1.01     DEFINITIONS

         Unless otherwise defined herein, the following terms shall have the
         following meanings in this Agreement and the recitals thereto:

         "Arbitration Act" means the Arbitration Act, 1991, S.O. 1991, Chap. 17
         as amended or substituted from time to time; and

         "Business Day" means any day of the year, other than a Saturday,
         Sunday or any day on which banks are required or authorized to close
         in Ottawa, Ontario; and

         "CivicLife" means CivicLife.com Inc.; and

         "CivicLife Intellectual Property Agreement" means the Intellectual
         Property Agreement of even date between Industry Canada and CivicLife;
         and

         "CivicLife Supply Agreement" means the Agreement for the Supply of a
         Civic Portal of even date between Innovative Solutions Agency and
         CivicLife; and

         "Civic Portal Software" means the integrated software to be developed
         by CivicLife pursuant to the terms of the CivicLife Supply Agreement
         to provide the Civic Portal Software, including the website interface
         and structure and all application software components, index and
         searching capabilities, the HTML, XML or other authoring code, the
         data base structures and source code for all of the foregoing, and the
         embedded kServer Access Edition Software. Not included are readily
         available, off the shelf infrastructure software components such as
         workstation and server operating systems, database management systems,
         and application server software; and

         "Completion Date" means the Completion Date, as defined in the
         SmartSources Supply Agreement; and



<PAGE>   3



                                          3


"Industry Canada" means Her Majesty in right of Canada as represented by the
Ministry of Industry; and

"kServer Access Edition Software" means the software component to be developed
by SmartSources pursuant to the terms of the SmartSources Supply Agreement to
provide the kServer Access Edition Software, including the website interface
and structure and all application software components, index and searching
capabilities, the HTML, XML or other authoring code, the data base structures
and source code for all of the foregoing. Not included are readily available,
off the shelf infrastructure software components such as workstation and server
operating systems, database management systems, and application server
software; and

"Party" means either SmartSources or Industry Canada; and

"Person" means any individual, partnership, limited partnership, joint venture,
syndicate, sole proprietorship, corporation, trust, trustee, executor,
administrator or other personal legal representative, unincorporated
association, institute, institution, regulatory authority or agency, government
or governmental agency or other entity howsoever designated or constituted; and

"SmartSources" means SmartSources.com Technologies Inc.; and

"SmartSources Supply Agreement" means the Agreement for the Supply of the
kServer Access Edition Software of even date between Innovative Solutions
Agency and SmartSources; and

"Upgrades" means any upgrades to, modifications, enhancements or derivative
works of the kServer Access Edition Software. Upgrades do not include items,
features and capabilities to be delivered under the SmartSources Supply
Agreement.





<PAGE>   4

                                       4


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES


 2.01    REPRESENTATIONS OF SMARTSOURCES

         SmartSources represents and warrants to Industry Canada that:

         (a)      it is duly incorporated and validly existing under the Canada
                  Business Corporations Act;

         (b)      it has the requisite corporate power to own its assets and to
                  carry on its activities as contemplated hereunder;

         (c)      the execution and delivery of this Agreement by SmartSources,
                  and the carrying out by it of all of the activities
                  contemplated hereby, have been duly authorized by all
                  requisite corporate action; and

         (d)      this Agreement constitutes a legal, valid and binding
                  obligation of SmartSources, enforceable against it in
                  accordance with its terms, subject as to enforcement of
                  remedies to applicable bankruptcy, insolvency, reorganization
                  and other laws affecting generally the enforcement of the
                  rights of creditors and subject to a court's discretionary
                  authority with respect to the granting of a decree ordering
                  specific performance or other equitable remedies.


 2.02    REPRESENTATIONS OF INDUSTRY CANADA

         Industry Canada represents and warrants to SmartSources that:

         (a)      the execution and delivery of this Agreement by Industry
                  Canada, and the carrying out by Industry Canada of all of the
                  activities contemplated hereby, have been duly authorized;

         (b)      Industry Canada has full power to execute and deliver this
                  Agreement and Industry Canada has full power to perform its
                  obligations hereunder; and




<PAGE>   5


                                       5


         (c)      this Agreement constitutes a legal, valid and binding
                  obligation of Industry Canada enforceable against Industry
                  Canada in accordance with its terms subject to a court's
                  discretionary authority with respect to the granting of a
                  decree ordering specific performance or other equitable
                  remedies.



                                  ARTICLE III
                                     GRANT


 3.01    LICENSE GRANT

         Except as provided in Section 4.01, the technical information and
         intellectual property rights in the kServer Access Edition Software
         shall belong to and be owned jointly by each of the Parties as to an
         undivided one-half interest and the Parties hereby grant to each other
         a non-exclusive, perpetual right and license to reproduce the kServer
         Access Edition Software as an embedded component of the Civic Portal
         Software. Standard forms of license and sub-license agreements will be
         defined and mutually agreed to by the Parties.



<PAGE>   6




                                       6


                                   ARTICLE IV
                                   CONDITIONS


 4.01    LICENSE CONDITIONS

         The license granted pursuant to Section 3.01 is subject to the
following conditions:

         (a)      Industry Canada and CivicLife shall have the rights to
                  market, operate, license and commercialize the kServer Access
                  Edition Software as an embedded component of the Civic Portal
                  Software as set out in the CivicLife Intellectual Property
                  Agreement;

         (b)      SmartSources shall have the exclusive worldwide right to
                  market, operate, license and commercialize the kServer Access
                  Edition Software on any basis other than as an embedded
                  component of the Civic Portal Software and retain all
                  revenues derived therefrom; and

         (c)      if Industry Canada enters into a licensing agreement for the
                  Civic Portal Software in a developed country or a developing
                  country and is requested to provide the installation,
                  operation and on-going support services for the kServer
                  Access Edition Software as an embedded component of the Civic
                  Portal Software required pursuant to such agreement, Industry
                  Canada shall ensure that SmartSources is always included on
                  the list of qualified vendors for the supply of such
                  services.



<PAGE>   7


                                       7


                                   ARTICLE V
                                    UPGRADES


 5.01    INDUSTRY CANADA/SMARTSOURCES JOINTLY DEVELOPED UPGRADES

         Any Upgrades developed by SmartSources on behalf of and funded by
         Industry Canada shall belong to and be owned jointly by each of the
         Parties as to an undivided one-half interest and the Parties hereby
         grant to each other a non-exclusive perpetual license to incorporate
         the Upgrades in the kServer Access Edition Software in both standalone
         and Civic Portal-embedded deployments as the Parties may be permitted
         to make as defined elsewhere in this agreement.


 5.02    SMARTSOURCES INDEPENDENTLY-DEVELOPED UPGRADES

         Any Upgrades developed independently by SmartSources which are not
         funded by Industry Canada shall be owned solely by SmartSources.
         Notice of such Upgrades shall be sent to Industry Canada during the
         development of such Upgrades and SmartSources hereby grants Industry
         Canada a non-exclusive perpetual license to incorporate such Upgrades
         in the kServer Access Edition Software as an embedded component of the
         Civic Portal Software.


                                   ARTICLE VI
                                  MAINTENANCE


 6.01    MAINTENANCE AGREEMENT

         Should Industry Canada wish to use competitive tendering to secure
         maintenance for the kServer Access Edition Software following the
         Canadian Pilot Phase, Industry Canada will ensure that SmartSources is
         always solicited provided it is a qualified bidder. Should Industry
         Canada wish to obtain third party maintenance support for the kServer
         Access Edition Software, SmartSources will provide essential training
         services to the third party organization on a mutually agreeable basis
         at then-prevailing industry professional services rates.



<PAGE>   8


                                       8


                                  ARTICLE VII
                                  TRADE MARKS


 7.01    TRADE MARKS

         SmartSources acknowledges that Industry Canada is the owner of the
         trade mark "Access.ca". The Parties agree to display the Industry
         Canada and SmartSources's logos on any implementation of the kServer
         Access Edition as embedded in the Civic Portal Software. Industry
         Canada agrees to use its best efforts to assist SmartSources during
         the currency of this Agreement with the commercialization of the
         kServer Access Edition Software as embedded in the Civic Portal
         Software and to make available its expertise and marketing materials
         in connection therewith.




                                  ARTICLE VIII
                                  ARBITRATION


 8.01    ARBITRATION

         Any dispute arising out of or in connection with the Agreement,
         including any question regarding its existence, validity or
         termination, shall be submitted to and finally resolved by arbitration
         under the Arbitration Act. The rules and procedures set out in the
         Arbitration Act shall apply except to the extent they are modified by
         any rules for arbitration agreed to by the Parties.



<PAGE>   9



                                       9


                                   ARTICLE IX
                                CONFIDENTIALITY


 9.01    CONFIDENTIALITY

         Industry Canada and SmartSources have an established Confidentiality
         Agreement, and shall develop any required additional policies relating
         to confidentiality which shall define what constitutes confidential
         information, the treatment to be given to such information and the
         circumstances under which such information may be disclosed by the
         Parties. Industry Canada is subject to the Access to Information Act.



                                   ARTICLE X
                      INTERPRETIVE MATTERS AND CONVENTIONS


 10.01   GENDER AND NUMBER

         Any reference in this Agreement to gender shall include all genders
         and words importing the singular number only shall include the plural
         and vice versa.


 10.02   HEADINGS

         The provision of a Table of Contents, the division of this Agreement
         into Articles, Sections, Subsections and other subdivisions and the
         insertion of headings are for convenience of reference only and shall
         not affect or be utilized in the construction or interpretation of
         this Agreement.


 10.03   CALCULATION OF TIME PERIOD

         When calculating the period of time within which or following which
         any act is to be done or step taken pursuant to this Agreement, the
         date which is the reference date in calculating such period shall be
         excluded. If the last day of such period is a not a Business Day, the
         period in question shall end on the next Business Day.


<PAGE>   10

                                       10




 10.04   PERFORMANCE ON HOLIDAYS

         If under this Agreement any action is to be taken on a day which is
         not a Business Day, that action is to be taken, as applicable, on or
         as of the next day that is a Business Day.


 10.05   REFERENCES

         In this Agreement, references to "hereof", "hereto" and "hereunder"
         and similar expressions mean and refer to this Agreement taken as a
         whole and not to any particular Article, Section, Subsection or other
         subdivision; "Article", "Section", "Subsection" or other subdivision
         of this Agreement followed by a number means and refers to the
         specified Article, Section, Subsection or other subdivision of this
         Agreement.



<PAGE>   11







                                       11

                                   ARTICLE XI
                                 MISCELLANEOUS


 11.01   SEVERABILITY

         If any provision of this Agreement is determined to be invalid or
         unenforceable by an arbitrator or a court of competent jurisdiction
         from which no further appeal lies or is taken, that provision shall be
         deemed to be severed therefrom and the remaining provisions of this
         Agreement shall not be affected thereby and shall remain valid and
         enforceable; provided that in the event that any portion of this
         Agreement shall have been so determined to be or become invalid or
         unenforceable (the "offending portion"), the Parties shall negotiate
         in good faith such changes to this Agreement as will best preserve for
         the Parties the benefits and obligations of such offending portion.


 11.02   AMENDMENTS

         This Agreement may only be amended, modified or supplemented by
         written agreement signed by both of the Parties.


 11.03   WAIVER

         No waiver of any of the provisions of this Agreement by either Party
         shall be deemed to constitute a waiver of such provision by the other
         Party or a waiver by such Party of any other provision (whether or not
         similar), nor shall such waiver constitute a continuing waiver unless
         otherwise expressly provided in writing duly executed by the Party to
         be bound thereby.


 11.04   GOVERNING LAW

         This Agreement shall be governed by and interpreted and enforced in
         accordance with the laws of the Province of Ontario and the laws of
         Canada applicable therein.


<PAGE>   12



                                       12


 11.05   ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties
         pertaining to the matters contemplated hereby and superseded all prior
         agreements, understandings, negotiations and discussions, whether oral
         or written, of the Parties.


 11.06   FURTHER ASSURANCES

         The Parties will, from time to time during the course of this
         Agreement or upon its expiry and without further consideration,
         execute and deliver such other documents and instruments of transfer,
         conveyance and assignment and take such further action as the other
         may reasonably require to effect the activities contemplated thereby.


 11.07   NOTICES

         Any notice, direction or other instrument required or permitted to be
         given under this Agreement shall be in writing (including facsimile or
         any other means of communication by which words are capable of being
         visibly and instantaneously reproduced at a distant point of
         reception) and given by delivering it or sending it by facsimile or
         other similar means of communication addressed:

         (a)      if to SmartSources, at:
                  SmartSources.com Technologies Inc..
                  2030 Marine Drive, Suite 100
                  North Vancouver
                  British Columbia V7P 1V7
                  Attention:  Chairman & CEO

                  Facsimile:  (613) 236-7785

         (b)      if to Industry Canada, at:
                  Industry Canada
                  Information Highway Applications Branch




<PAGE>   13



                                       13


                  1400-155 Queen Street
                  Ottawa, Ontario

                  Attention:  Director General, IHAB

                  Facsimile:  (613) 954-3272


         Any such notice, direction or other instrument given as aforesaid
         shall be effective upon receipt, unless received on a day which is not
         a Business Day in which event it shall be deemed to be received on the
         next Business Day. Either Party may change its address for service
         from time to time by notice given in accordance with the foregoing and
         any subsequent notice shall be sent to the Party at its changed
         address.


 11.08   TIME OF THE ESSENCE

         Time shall be of the essence of this Agreement.


 11.09   ASSIGNMENT, SUCCESSORS

         This Agreement and any rights or duties hereunder may not be
         transferred, assigned or delegated to any other Person by either Party
         without the prior written consent of the other Party.


 11.10   RELATIONSHIP OF THE PARTIES

         Nothing contained in this Agreement shall be construed to place the
         Parties in the relationship of partners or joint venturers and neither
         Party shall have any right to obligate or bind the other Party in any
         manner.


 11.11   WAIVER

         All waivers under this Agreement must be made in writing and failure
         at any time to require any Party's performance of any obligations
         under this Agreement shall not affect the right subsequently to
         require performance of that obligation.


<PAGE>   14




                                       14

 11.12   REMEDIES CUMULATIVE

         All rights, powers and remedies must be made in writing and failure at
         any time to require any Party's performance of any obligations under
         this Agreement shall not affect the right subsequently to require
         performance of that obligation.

 11.13   EXECUTION IN COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
         which shall be deemed an original and all of which, taken together,
         shall constitute one and the same instrument.

 11.14   EXCUSABLE DELAYS

         The dates and times by which either Party is required to perform any
         obligation under this Agreement shall be postponed automatically to
         the extent, for the period of time, that the Party is prevented from
         so performing by circumstances beyond its reasonable control. Said
         circumstances shall include acts of nature, strikes, lockouts, riots,
         acts of war, epidemics, government regulations imposed after the fact,
         fire, communications failures, power failures, earthquakes or other
         disasters.

 11.15   EXCLUDED PERSONS

         No member of the House of Commons shall be admitted to any share or
         part of this Agreement nor to any benefit to arise therefrom.



<PAGE>   15


                                       15



          IN WITNESS WHEREOF the Parties have executed this Agreement.






                                  SMARTSOURCES.COM TECHNOLOGIES INC.


                                       Per: /s/ NATHAN NIFCO
                                            ------------------------------------
                                            Name:  Nathan Nifco
                                            Title: Chairman & CEO


                                  INDUSTRY CANADA

                                       Per: /s/ DOUG HULL
                                            ------------------------------------
                                            Name:  Doug Hull
                                            Title: Director General, IHAB




<PAGE>   16
                                   SCHEDULE A

   DELIVERABLES FROM SMARTSOURCES.COM TECHNOLOGIES INC TO CIVICLIFE.COM INC

Under separate contracts to Industry Canada (IC), SmartSources.com Technologies
Inc (SS) and CivicLife.com Inc (CL) are contracted to provide an integrated
suite of products which can operate the Civic Portal Software for the
Government of Canada.

Definitions

"SS"                      SmartSources.com Technologies Inc of Vancouver, BC,
                          Canada

"CL"                      CivicLife.com Inc of Ottawa, ON, Canada

"IC"                      Industry Canada

"ISA"                     The Innovative Solutions Agency of PEI, Canada

"SS-ISA Contract"         The contract which exists between SS and ISA to
                          develop and deliver the SS
                          Deliverables.

"SS Deliverables"         As set out in the SS-ISA Contract and repeated in
                          Section 1 below with additional details.

"CL-ISA Contract"         The contract which exists between CL and ISA to supply
                          the other components of the Civic Portal Software and
                          to integrate the SS Deliverables.

"CL Deliverables"         The Civic Portal Software as described in the CL-ISA
                          agreement incorporating the SS Deliverables.


1.       SS DELIVERABLES

The components of this product suite, as referenced in the contract with IC are
as follows (extracted from the IC agreements):-


          7.3.1  Context Information Manager

          The Context Information Manager is essentially a complex series of
          kSites which can hold both structured and unstructured content. This
          is based upon the kServer technology. The following capabilities are
          supported:

                  o        The ability to hold both original content and
                           references to various types of external content.

                  o        Information regarding the structure of the content
                           to enable the Content Retriever and Channel
                           Renderers to correctly format the content.

                  o        An ability to Tag the content using content tags
                           which will allow enable the Search Manager to
                           provide sophisticated searching capabilities.



<PAGE>   17





This will be achieved using any number of kSites. These kSites will fulfill the
following functions:

     o    Content kSite - A kSite that contains either original content or
          references to external content. In particular, a content kSite will
          allow the user to employ a number of predefined (n) layout templates
          to display the context of a kSite.

     o    Context kSite - A kSite that provides the contextual information
          required to perform searches and to provide customizable views.
          Specifically, a context kSite will be structured and organized as
          follows:

     1.   Authority contains information on WHO is responsible of
          originating/producing/administering the information in the context
          information manager.

     2.   Location contains information on WHERE is the web site or its
          components are located.

     3.   Source contains information on WHAT mechanisms are responsible to
          deliver the web site to the user.

     4.   Relevancy contains information on HOW the components of a web site
          may be used

     5.   Time contains information on WHEN the information about a component
          in a web site was placed in the context information manager.

     o    User kSite - A user-specific kSite which allows the user to define
          their own channels of information, user preference, user information
          and to reference content held in other kSites or out on the Internet
          according to and based on the specific API calls and requests made
          from the the CivicLife component These kSites can also be associated
          with specific community portals.

     o    Query kSite - Either a temporary or permanent query result set that
          can be saved by a user and/or used as the basis for further
          inferential searching.


7.3.2 Search Manager

The Search Manager uses the sophisticated data capabilities of the Context
Information Manager to provide the portal user with a rapid method of locating
any content within the portal.

Searching capabilities will include:-

     o    The ability to search by keyword or phrase in a content or context
          kSite.

     o    To use any combinations of Tags stored in a context kSite

     o    To save/re-use the results of a search for later use in a query kSite

     o    To use the results of one search as the basis for a more detailed or
          refining search.

     o    To use a natural language interface to locate FAQs and other
          information.

The critical differentiator for the Search Manager is that it operates in the
context of the user's own information. Therefore, it is aware of the location
of the user and certain aspects of the



<PAGE>   18





users profile. This enables the Search Manager to provide highly relevant
results from the user's own community along with any special interest
communities which the user has selected.

The interaction between the CL Deliverables (CLD) and SS Deliverables (SSD) is
expected to provide the following high-level capabilities (there will be other
additional facilities too which have not yet been identified):

o    An API which can be used by CL to do the following (additional
     facilities will be identified during the project):

     o    Establish a vocabulary of Meta Data which can be used to
          classify content held in the kSites;

     o    Allow for the creation of items within kSites which are tagged
          with the appropriate Meta Data. Items can include:

          o    Content in a variety of forms: ie. HTML, Audio, Video,
               plain text, etc

          o    References to external data sources including remote Web Sites or
               XML data sources, along with information of the method required
               to render the content.

     o    The ability to retrieve sets of content from one or more kSites
          by supplying search criteria in the form of Meta Data;

     o    The ability to retrieve sets of content from one or more kSites by
          providing either keywords or natural language search expressions;

     o    The capability of managing the kServer and doing such things as:

          o    Creating and destroying kSites;

          o    Moving kSites between servers;

o    The kServer software capable of being deployed in the environment
     described below. This kServer software will be capable of meeting the
     performance requirements of the Civic Portal Software in such a way that
     it does not negatively impact on the end-user experience when using the
     portal.

SS will be responsible for building on top of their standard kServer to meet
the requirements of the SS-ISA Contract and this version of the kServer will
become the kServer-Access Edition.

SS will also be responsible for to the creation of the Meta Data Framework and
the API required for each parties software to interact.


 2.     TARGET OPERATING ENVIRONMENT

Operating System

The target operating environment for the deliverables will be Windows NT Server
V4.O Service Pack 5 during the development and verification phases of the
project. A different operating environment may be selected for the final roll
out. However, any selected operating environment will provide access to a
stable, high-performance Java Virtual Machine compliant to the J2EE
specification.


<PAGE>   19



Currently, the supported environments for the final rollout will be limited to:

     o   Windows NT Server Version 4.0;
     o   Sun Solaris 7 for SPARC;
     o   Hewlett-Packard HP-UX 11.0;
     o   IBM AIX 4.

DATABASE MANAGEMENT SYSTEM

Whilst Oracle 8 or 8i will be used during the development and verification
phases of the project, it is possible that IC may select an alternative
database platform for the final roll out. Care should be taken to ensure that
all deliverables are written in such a way that they are portable between
relational database management systems.

Currently, the supported databases are expected to be one of:

     o   Oracle 8i;
     o   IBM DB/2;
     o   Microsoft SQL Server 7.0;
     o   Sybase Adaptive Server 12.0.

APPLICATION SERVER

At the conclusion of the development process or shortly thereafter, the
delivered software should be capable of being efficiently deployed using the
SilverStream 3.0 J2EE Application Server. A copy of this software to run under
either Windows NT 4.0 or Sun Solaris will be provided to SS by CL for testing
and integration purposes.

During the development phase the software deliverables will be designed to
utilize the current BEA WebLogic Application Server. CL will provide assistance
to SS at the appropriate time to enable SS to certify the kServer components
running within the SilverStream 3.0 J2EE Application Server.


3.     REQUIRED PERFORMANCE

The target performance for the Civic Portal Software is approximately 30
million page impressions per day. This will, of course, require a suitable
amount of high performance to achieve and this hardware will not be in place
until the final roll out is underway. However, the SS Deliverables must be
capable of delivering this performance when deployed on suitable hardware.


4.     TIMELINESS

SS will provide the deliverables in accordance with the time line described in
the SS-ISA Contract and in such a manner as to enable CL to meet its
obligations under the CL-ISA Contract.



<PAGE>   20




5.     OPERATIONAL AND TECHNICAL SUPPORT

The operational and technical support will consist of case management services
for cases reported to SS by CL in connection with the operation of the Civic
Portal Software. Cases will include problems and queries. Case management
services will cover case logging, case classification as to case type and case
severity/urgency, and case resolution in terms of software fault correction or
preparation and proposal of plans to deal with complex or difficult cases.
Support coverage will be from 9:00 AM to 5:00 PM EST on Government of Canada
business days.

SS commits to providing support to CL to enable CL to provide the required
level of operational and technical support as specified in CL's agreement with
IC.



<PAGE>   21



                             CIVIC PORTAL SOFTWARE

                      DEVELOPMENT AND COMMERCIAL AGREEMENT


           THIS AGREEMENT dated the 4th day of February, 2000 is made


   BETWEEN
                            SMARTSOURCES.COM TECHNOLOGIES INC.

                            (hereinafter called "SmartSources")

   AND
                            CIVICLIFE.COM INC.

                            (hereinafter called "CivicLife")


           WHEREAS Industry Canada wishes to design and develop a comprehensive
   civic portal through CivicLife for use by the Government of Canada to
   deliver information and services to citizens throughout the various regions
   of Canada on a user friendly basis; and

           WHEREAS each of SmartSources and CivicLife has entered into an
   agreement with ISA pursuant to which the Parties will develop and deliver
   the Civic Portal Software to Industry Canada; and

           WHEREAS SmartSources and CivicLife wish to enter into this Agreement
   to integrate the work carried out by each of them pursuant to the
   SmartSources Supply Agreement and the CivicLife Supply Agreement;

           NOW THEREFORE in consideration of the premises, the mutual covenants
   contained herein and the receipt of good and valuable consideration which
   the parties acknowledge, this Agreement provides as follows:



<PAGE>   22




                                       2


                                   ARTICLE I
                                  DEFINITIONS


 1.01    DEFINITIONS

         Unless otherwise defined herein, the following terms shall have the
         following meanings in this Agreement and the recitals thereto:

         "Business Day" means any day of the year, other than a Saturday,
         Sunday or any day on which banks are required or authorized to close
         in Ottawa, Ontario; and

         "CivicLife" means CivicLife.com Inc.; and

         "CivicLife Intellectual Property Agreement" means the Intellectual
         Property Agreement of even date between Industry Canada and CivicLife;
         and

         "CivicLife Supply Agreement" means the Agreement for the Supply of a
         Civic Portal of even date between Innovative Solutions Agency and
         CivicLife pursuant to which CivicLife shall deliver the Civic Portal
         Software to Industry Canada; and

         "Civic Portal Software" means the integrated software to be developed
         by CivicLife pursuant to the terms of the CivicLife Supply Agreement
         to provide the Civic Portal Software, including the website interface
         and structure and all application software components, index and
         searching capabilities, the HTML, XML or other authoring code, the
         data base structures and source code for all of the foregoing, and the
         embedded kServer Access Edition Software. Not included are readily
         available, off the shelf infrastructure software components such as
         workstation and server operating systems, database management systems,
         and application server software; and

         "Completion Date" means the Completion Date as defined in the
         CivicLife Contract; and

         "Industry Canada" means Industry Canada as represented by the
         Information Highway Applications Branch; and



<PAGE>   23




                                       3


         "kServer Access Edition Software" means the software component to be
         developed by SmartSources pursuant to the terms of the SmartSources
         Supply Agreement to provide the kServer Access Edition Software,
         including the website interface and structure and all application
         software components, index and searching capabilities, the HTML, XML
         or other authoring code, the data base structures and source code for
         all of the foregoing; and

         "ISA" means Innovative Solutions Agency; and

         "Party" means either CivicLife or SmartSources; and

         "Person" means any individual, partnership, limited partnership, joint
         venture, syndicate, sole proprietorship, corporation, trust, trustee,
         executor, administrator or other personal legal representative,
         unincorporated association, institute, institution, regulatory
         authority or agency, government or governmental agency or other entity
         howsoever designated or constituted; and

         "SmartSources" means SmartSources.com Technologies Inc.; and

         "SmartSources Supply Agreement" means the Agreement for the Supply of
         a Civic Portal of even date between Innovative Solutions Agency and
         SmartSources; and

         "SmartSources Deliverables" means the components of the Civic Portal
         Software set forth in Schedule A to be delivered by SmartSources to
         CivicLife pursuant to this Agreement.


<PAGE>   24



                                       4


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES


2.01     REPRESENTATIONS AND WARRANTIES

         Each party represents and warrants to the other that:


         (a)      it is duly incorporated and validly existing and has the
                  requisite power to own its assets and carry on its activities
                  as contemplated hereunder;


         (b)      the execution and delivery of this Agreement by it, and the
                  carrying out by it of all of the activities contemplated
                  hereby, have been duly authorized by all requisite corporate
                  action; and


         (c)      this Agreement constitutes a legal, valid and binding
                  obligation of it, enforceable against it in accordance with
                  its terms, subject as to enforcement of remedies to
                  applicable bankruptcy, insolvency, reorganization and other
                  laws affecting generally the enforcement of the rights of
                  creditors and subject to a court's discretionary authority
                  with respect to the granting of a decree ordering specific
                  performance or other equitable remedies.



<PAGE>   25


                                       5


                                  ARTICLE III
                                   OBJECTIVE


 3.01    OBJECTIVE

         This Agreement is being entered into for the purpose of establishing
         the relationship of the Parties during the period of design,
         development and submission of the work by the Parties on the Civic
         Portal Software up to the Completion Date, and support of the work for
         the period specified in the CivicLife Supply Agreement thereafter, and
         to establish the responsibilities of each Party for their respective
         portion of such work. This agreement also addresses the commercial
         relationship of the Parties and the sharing of revenues in the
         licensing of the Civic Portal Software.




<PAGE>   26



                                       6



                                   ARTICLE IV
                             PARTIES' RELATIONSHIP


 4.01    DEVELOPMENT BY CIVICLIFE

         CivicLife will develop the Civic Portal Software in response to the
         CivicLife Supply Agreement and will include the SmartSources
         Deliverables assigned and identified to be completed by SmartSources
         pursuant to this Agreement.


 4.02    ISA CONTRACTS

         Each Party will use its best efforts, as jointly deemed reasonable, to
         produce the Civic Portal Software and each party will continue to use
         its best efforts toward this objective throughout any and all
         negotiations concerning the Civic Portal Software and any amendments
         to the SmartSources Supply Agreement and the CivicLife Supply
         Agreement.


 4.03    PRIME CONTRACTOR

         CivicLife is the prime contractor to Industry Canada with respect to
         the relationship of the Parties.


 4.04    RESPONSIBILITIES OF PARTIES

         Neither Party shall demand compensation of any kind from the other
         during the term of this Agreement unless otherwise agreed in writing.
         Each Party will bear all costs, risks and liabilities incurred by it
         arising out of its obligations and efforts under this Agreement, the
         SmartSources Supply Agreement and the CivicLife Supply Agreement. Such
         liability includes, but is not limited to, all damages, costs and
         expenses claimed from or incurred as the result of any claim or
         proceeding made against a Party with respect to the infringement of
         any patent, copyright, trademark, trade secret or other proprietary
         right of any third party.



<PAGE>   27

                                       7


 4.05    COOPERATION

         Each Party shall furnish to the other such cooperation and assistance
         as may be reasonably required hereunder; provided, however, that the
         Parties, as between themselves, shall be deemed to be independent
         contractors, and the employees of one shall not be deemed to be the
         employees of the other.


 4.06    NO FORMAL BUSINESS ORGANIZATION

         This Agreement is not intended by the Parties to constitute or create
         a joint venture, or formal business organization of any kind, other
         than a contractor team arrangement and the rights and obligations of
         the Parties shall be only those expressly stated in this Agreement,
         the SmartSources Supply Agreement and the CivicLife Supply Agreement.
         Neither Party shall have the authority to bind the other except to the
         extent authorized herein. The Parties shall remain as independent
         contractors at all times and neither Party shall act as the agent for
         the other except as expressly permitted herein..


 4.07    NO SHARING

         Nothing in this Agreement shall be construed as providing for the
         share of profits or losses arising out of the efforts of either or
         both of the Parties.


 4.08    REPRESENTATIVES

         The Parties hereby designate an individual within their own
         organization as their representative responsible to direct performance
         of the Parties' necessary functions (including receipt and protection
         of proprietary information). Such representative shall have primary
         responsibility to effectuate the requirements and responsibilities of
         the Parties under this Agreement.

          For SmartSources          -     Mr. Nathan Nifco
          For CivicLife             -     Mr. Kevin Higgins


<PAGE>   28




                                       8


4.09     WORK COMPLETION

         Each Party will participate exclusively with the other to complete the
         work described in the SmartSources Supply Agreement, the CivicLife
         Supply Agreement and this Agreement.


4.10     SALES TO THIRD PARTIES

         Nothing in this Agreement shall limit or restrict the rights of the
         Parties from quoting or selling to others not party to this Agreement
         their (a) standard commercial products and services upon demand, (b)
         other previously-offered products and services that are not unique to
         the work contemplated by this Agreement and (c) providing technical
         information concerning products falling within categories (a) and (b)
         preceding. Nothing herein shall preclude the parties from marketing or
         selling their standard commercial products and services to any third
         parties for purposes unrelated to the Civic Portal Software during the
         term of this Agreement.


4.11     REVENUE SHARING


         Industry Canada and CivicLife shall have the rights to market,
         operate, license and commercialize the kServer Access Edition Software
         as an embedded component of the Civic Portal Software as set out in
         the CivicLife Intellectual Property Agreement;


         The Parties shall share revenues received from the licensing of the
         Civic Portal Software with the embedded kServer Access Edition
         Software as provided for in the CivicLife Intellectual Property
         Agreement, on the following basis:


         Where SmartSources has led the selling effort in connection with a
         licensing opportunity as evidenced by a SmartSources letter to
         CivicLife identifying such opportunity and setting out a suitable
         selling plan related thereto, and where SmartSources has advanced the
         potential licensee according to the selling plan to the point where
         the potential licensee indicates a written desire to receive a



<PAGE>   29


                                             9


         proposal from Industry Canada or CivicLife, then in the event
         CivicLife is successful in licensing the Civic Portal Software to said
         potential licensee, SmartSources shall be entitled to a 33% share of
         the CivicLife license share.


         In all other case where Industry Canada or CivicLife licenses the
         Civic Portal Software, SmartSources shall receive 25% of CivicLife
         license share.




<PAGE>   30


                                      10


                                   ARTICLE V
                         SMARTSOURCES RESPONSIBILITIES


5.01     SMARTSOURCES DELIVERABLES

         SmartSources will furnish to CivicLife, for incorporation into the
         Civic Portal Software, the SmartSources Deliverables in accordance
         with and prior to the milestones set forth in the SmartSources
         Contract to allow CivicLife to meet its obligations under the
         CivicLife Contract. SmartSources will also furnish qualified personnel
         to CivicLife who will cooperate in preparing the Civic Portal
         Software.


5.02     SMARTSOURCES DELIVERABLES CAPABILITY

         SmartSources acknowledges that the target performance for the Civic
         Portal Software is general public acceptance at a full national roll
         out level for all Canadians. SmartSources represents and warrants to
         CivicLife that the SmartSources Deliverables will be capable of
         delivering this performance level when deployed on suitable hardware.


5.03     MUTUAL ASSISTANCE

         SmartSources and CivicLife will assure availability of management and
         technical personnel to each other to assist in any discussions and
         negotiations with Industry Canada and ISA with respect to the
         development of the Civic Portal Software.


5.04     RELATIONS WITH INDUSTRY CANADA

         Although CivicLife is the prime contractor to Industry Canada, it is
         recognized that SmartSources may have continuing relations with
         Industry Canada or its Agents, and may be the recipient of inquiries
         concerning the SmartSources Deliverables. Therefore, any cogent
         communications invited by Industry Canada or its Agents directly with
         SmartSources concerning any matter involving this Agreement or the
         Civic Portal Software shall not be deemed to be a breach of this
         Agreement, provided CivicLife is notified of such contact by
         SmartSources prior


<PAGE>   31


                                       11


         to the contact where possible or, where not possible, subsequently in
         a timely manner.


                                   ARTICLE VI
                              RIGHTS IN INVENTIONS


6.01     RIGHTS IN INVENTIONS

         Inventions shall remain the property of the originating Party. In the
         event of joint inventions, the Parties shall establish their
         respective rights by negotiations between them.




<PAGE>   32



                                       12


                                  ARTICLE VII
                            PROPRIETARY INFORMATION


7.01     PROPRIETARY INFORMATION

         During the term of this Agreement, the Parties hereto may exchange
         proprietary and/or confidential information. Such information must be
         in writing and clearly marked on each page as proprietary or
         confidential. All such information will be deemed to be treated by the
         Parties as proprietary and confidential.


7.02     NON-DISCLOSURE

         The Parties agree that they shall not at any time divulge any matters
         relating to the Civic Portal Software which may become known to them
         by reason of their involvement in the Civic Portal Software except as
         required by Government regulation, and then in a coordinated manner.
         The Parties agree to be true and faithful to each other in all
         dealings and transactions relating to the Civic Portal Software. The
         Parties agree that they will not, together or alone, use for their own
         benefit or purposes or for the benefit or purpose of any other person,
         firm, corporation, association or other business entity, any trade
         secrets, any information of a proprietary or confidential nature or
         plans belonging to or relating to the affairs of the other Party
         either during or after the work on the Civic Portal Software has been
         completed.

         The receiving Party, during the term of this Agreement and for two
         years thereafter, shall hold such information in confidence, shall use
         such information only for the purposes of this Agreement and shall not
         disclose such information to any third party without prior written
         approval of the other Party, except that information necessary to
         complete the Civic Portal Software may be disclosed to Industry
         Canada, ISA or an arbitrator appointed as set out in 11.01


<PAGE>   33


                                       13


7.03     ACCIDENTAL DISCLOSURE

         Neither Party shall be liable for the inadvertent or accidental
         disclosure of proprietary or confidential information if such
         disclosure occurs despite the exercise of the same degree of care as
         such Party normally takes to preserve its own such proprietary or
         confidential information.


7.04     EXCEPTED INFORMATION

         These restrictions on the use or disclosure of information marked as
         proprietary or confidential shall not apply to information that:

         (a)      was known to the receiving Party at the time of disclosure;

         (b)      subsequently is developed by the recipient, independent of
                  the information transmitted by the disclosing Party;

         (c)      becomes known to the receiving Party from a source other than
                  the disclosing Party without breach of this Agreement;

         (d)      has been published or is otherwise in the public domain
                  without breach of this Agreement; or

         (e)      is disclosed with the prior written approval of the other
                  Party.


7.05     INFORMATION USE

         Any information, other than proprietary or confidential information
         identified as provided above, shall not be restricted by either Party
         as to the other Party's use thereof.


7.06     THIRD PARTY RIGHTS

         No license to the other Party, under any trademark, patent or
         copyright, or applications which are now or may thereafter be owned by
         such Party, is either granted or implied by the conveying of
         information to that Party. None of the information which may be
         submitted or exchanged by the Parties shall constitute


<PAGE>   34




                                       14


         any representation, warranty, assurance, guarantee or inducement by
         either Party to any of the other with respect to the infringement of
         trademarks, patents, copyrights, or any right of privacy, or other
         rights of third persons.


                                  ARTICLE VIII
                            TERMINATION OF AGREEMENT


8.01     TERMINATION

         This Agreement shall automatically expire and be deemed terminated
         effective upon the date of the happening or occurrence of any one of
         the following events or conditions, whichever shall first occur:


         (a)      mutual agreement of the Parties to terminate the Agreement;

         (b)      the insolvency, bankruptcy, reorganization under bankruptcy
                  law, or assignment for the benefit of creditors by any Party;
                  or

         (c)      three years after the completion of the support period
                  specified in the CivicLife Contract.



                                   ARTICLE IX
                   SECURITY: CUSTOMER CLASSIFIED INFORMATION


9.01     ACCESS TO CLASSIFIED INFORMATION

         Should access to Industry Canada's classified information be required
         in the preparation of their respective portions of the work on the
         Civic Portal Software, both the Parties shall meet the security
         clearance requirements of Industry Canada as set forth in government
         laws and regulations. The Parties agree that all of their personnel
         who, pursuant to this Agreement, will have access to such classified
         information, shall have an appropriate personal security clearance,
         which is still in effect, prior to being accorded access to such
         information.




<PAGE>   35


                                       15


                                   ARTICLE X
                                   PUBLICITY


10.01    PUBLICITY

         The Parties shall not issue a news release, public announcement,
         advertisement, or any other form of publicity concerning their efforts
         in connection with this Agreement without obtaining prior written
         approval from the other Party except as required by Government
         regulation, and then in a coordinated way.



                                   ARTICLE XI
                               DISPUTE RESOLUTION


11.01    DISPUTE RESOLUTION

         Should a dispute arise between the Parties involving their respective
         duties or matters under this Agreement, or the working relations
         between the Parties, then the individuals set forth in Section 4.08
         will make every effort to resolve the dispute. When such resolution
         cannot be achieved within ten (10) Business Days, the dispute will be
         referred to a mutually agreed upon arbitrator who may be appointed by
         the Parties from time to time, and is acceptable to Industry Canada.



<PAGE>   36




                                       16


                                  ARTICLE XII
                              INTERPRETIVE MATTERS


12.01    GENDER AND NUMBER

         Any reference in this Agreement to gender shall include all genders
         and words importing the singular number only shall include the plural
         and vice versa.


12.02    HEADINGS

         The provision of a Table of Contents, the division of this Agreement
         into Articles, Sections, Subsections and other subdivisions and the
         insertion of headings are for convenience of reference only and shall
         not affect or be utilized in the construction or interpretation of
         this Agreement.

12.03    CALCULATION OF TIME PERIOD

         When calculating the period of time within which or following which
         any act is to be done or step taken pursuant to this Agreement, the
         date which is the reference date in calculating such period shall be
         excluded. If the last day of such period is a not a Business Day, the
         period in question shall end on the next Business Day.

12.04    PERFORMANCE ON HOLIDAYS

         If under this Agreement any action is to be taken on a day which is
         not a Business Day, that action is to be taken, as applicable, on or
         as of the next day that is a Business Day.

12.05    REFERENCES

         In this Agreement, references to "hereof", "hereto" and "hereunder"
         and similar expressions mean and refer to this Agreement taken as a
         whole and not to any particular Article, Section, Subsection or other
         subdivision; "Article", "Section", "Subsection" or other subdivision
         of this Agreement followed by a number means and refers to the
         specified Article, Section, Subsection or other subdivision of this
         Agreement.



<PAGE>   37




                                       17


                                  ARTICLE XIII
                                 MISCELLANEOUS


13.01    SEVERABILITY

         If any provision of this Agreement is determined to be invalid or
         unenforceable by an arbitrator or a court of competent jurisdiction
         from which no further appeal lies or is taken, that provision shall be
         deemed to be severed therefrom and the remaining provisions of this
         Agreement shall not be affected thereby and shall remain valid and
         enforceable; provided that in the event that any portion of this
         Agreement shall have been so determined to be or become invalid or
         unenforceable (the "offending portion"), the Parties shall negotiate
         in good faith such changes to this Agreement as will best preserve for
         the Parties the benefits and obligations of such offending portion.


13.02    AMENDMENTS

         This Agreement may only be amended, modified or supplemented by
         written agreement signed by both of the Parties.


13.03    WAIVER

         No waiver of any of the provisions of this Agreement by either Party
         shall be deemed to constitute a waiver of such provision by the other
         Party or a waiver by such Party of any other provision (whether or not
         similar), nor shall such waiver constitute a continuing waiver unless
         otherwise expressly provided in writing duly executed by the Party to
         be bound thereby.


13.04    GOVERNING LAW

         This Agreement shall be governed by and interpreted and enforced in
         accordance with the laws of the Province of Ontario and the laws of
         Canada applicable therein.


<PAGE>   38


                                      18



13.05    ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties
         pertaining to the matters contemplated hereby and superseded all prior
         agreements, understandings, negotiations and discussions, whether oral
         or written, of the Parties.


13.06    FURTHER ASSURANCES

         The Parties will, from time to time during the course of this
         Agreement or upon its expiry and without further consideration,
         execute and deliver such other documents and instruments of transfer,
         conveyance and assignment and take such further action as the other
         may reasonably require to effect the activities contemplated thereby.


13.07    NOTICES

         Any notice, direction or other instrument required or permitted to be
         given under this Agreement shall be in writing (including facsimile or
         any other means of communication by which words are capable of being
         visibly and instantaneously reproduced at a distant point of
         reception) and given by delivering it or sending it by facsimile or
         other similar means of communication addressed:


                  (a)    if to SmartSources, at:
                         SmartSources.com Technologies Inc.
                         2030 Marine Drive, Suite 100
                         North Vancouver, B.C. V7P 1V7
                         Attention: Chairman & CEO

                         Facsimile: (604) 986-0869



<PAGE>   39




                                       19


         (b)      if to CivicLife, at:
                  CivicLife.com Inc.
                  50 O'Connor Street, Suite 300
                  Ottawa, Ontario K1P 6L2
                  Attention:  President

                  Facsimile:  (613) 232-3191


         Any such notice, direction or other instrument given as aforesaid
         shall be effective upon receipt, unless received on a day which is not
         a Business Day in which event it shall be deemed to be received on the
         next Business Day. Either Party may change its address for service
         from time to time by notice given in accordance with the foregoing and
         any subsequent notice shall be sent to the Party at its changed
         address.


13.08    TIME OF THE ESSENCE

         Time shall be of the essence of this Agreement.


13.09    ASSIGNMENT, SUCCESSORS

         This Agreement and any rights or duties hereunder may not be
         transferred, assigned or delegated to any other Person by either Party
         without the prior written consent of the other Party.


13.10    RELATIONSHIP OF THE PARTIES

         Nothing contained in this Agreement shall be construed to place the
         Parties in the relationship of partners or joint venturers and neither
         Party shall have any right to obligate or bind the other Party in any
         manner.


<PAGE>   40


                                       20


13.11    WAIVER

         All waivers under this Agreement must be made in writing and failure
         at any time to require any Party's performance of any obligations
         under this Agreement shall not affect the right subsequently to
         require performance of that obligation.


13.12    REMEDIES CUMULATIVE

         All rights, powers and remedies must be made in writing and failure at
         any time to require any Party's performance of any obligations under
         this Agreement shall not affect the right subsequently to require
         performance of that obligation.


13.13    EXECUTION IN COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
         which shall be deemed an original and all of which, taken together,
         shall constitute one and the same instrument.


13.14    EXCUSABLE DELAYS

         The dates and times by which either Party is required to perform any
         obligation under this Agreement shall be postponed automatically to
         the extent, for the period of time, that the Party is prevented from
         so performing by circumstances beyond its reasonable control. Said
         circumstances shall include acts of nature, strikes, lockouts, riots,
         acts of war, epidemics, government regulations imposed after the fact,
         fire, communications failures, power failures, earthquakes or other
         disasters.



<PAGE>   41




                                       21



IN WITNESS WHEREOF the Parties have executed this Agreement.




                                   SMARTSOURCES.COM TECHNOLOGIES INC.


                                       Per:  /s/ NATHAN FIFCO
                                             ----------------------------------
                                             Name:  Nathan Nifco
                                             Title: Chairman & CEO


                                   CIVICLIFE.COM INC.


                                       Per:  /s/ KEVIN HIGGINS
                                             -----------------------------------
                                             Name:  Kevin Higgins
                                             Title: President





<PAGE>   42







                            Agreement for the Supply
                                      of a
                                  Civic Portal

                                    Between

                              ISA and SmartSources

                                February 4, 2000




<PAGE>   43


<TABLE>
<CAPTION>

TABLE OF CONTENTS
<S>                                                                                  <C>
1. PARTIES..................................................................         4

2. DEFINITIONS AND REFERENCES...............................................         5

3. PURPOSE AND DURATION OF THE AGREEMENT....................................         6

4. CONTEXT AND SCOPE........................................................         6

5. EXPECTATIONS OF THE PARTIES..............................................         7

6. MILESTONES, SCHEDULE OF WORK AND PAYMENTS................................         9
   6.1 MILESTONES...........................................................         9
   6.2 SCHEDULE ELEMENTS....................................................         9
   6.3 PROJECT FUNDING......................................................         9

7. DELIVERABLES.............................................................        11
   7.1 GENERAL..............................................................        11
   7.2 DELIVERABLES BY STAGE OF WORK........................................        11
       7.2.1 CivicLife Deliverables: .......................................        12
       7.2.2 SmartSources Deliverables: ....................................        14
       7.2.3 Joint CivicLife and SmartSources Deliverables: ................        15
   7.3 ACCESS.CA SERVICE DEFINITION.........................................        16
   7.4 CIVIC PORTAL FUNCTIONS AND FEATURES..................................        16
       7.4.1 User Profile Manager...........................................        16
       7.4.2 Channel Manager................................................        16
       7.4.3 Presentation Layer/User Interfaces.............................        16
       7.4.4 Content Retriever..............................................        17
       7.4.5 Channel Renderers..............................................        17
       7.4.6 Content Tagger.................................................        17
       7.4.7 Authoring Wizards..............................................        17
       7.4.8 Context Information Manager....................................        17
       7.4.9 Search Manager.................................................        18
       7.4.10 Collaboration Tools...........................................        18
       7.4.11 Transaction Framework.........................................        18
       7.4.12 Statistics Framework..........................................        19
       7.4.13 Email Tools...................................................        19
       7.4.14 Geographic Information System (GIS)...........................        19
       7.4.15 Community Directories.........................................        19
       7.4.16 User Information Management Tools.............................        20
       7.4.17 Other Tools and Applications..................................        20
       7.5.1 Development Environment........................................        20
       7.5.2 Demonstration/Verification Environment.........................        20
       7.5.3 Production Environment.........................................        21
       7.5.4 Scalability....................................................        21
       7.5.5 Volumetrics....................................................        21
       7.5.6 Testing and Performance Tuning.................................        21
   7.6 DOCUMENTATION........................................................        21
   7.7 IC ACCESS TO CIVICLIFE/SMARTSOURCES DEVELOPMENT AND DEMONSTRATION/
       VERIFICATION ENVIRONMENTS/BRIEFINGS..................................        22
   7.8 INSTALLATION, INTEGRATION & TESTING SUPPORT..........................        22

</TABLE>



                                                                              2

<PAGE>   44


<TABLE>
<S>                                                                                            <C>
   7.9 TRAINING ........................................................................        22
   7.10 OPERATIONAL AND TECHNICAL SUPPORT ..............................................        22
   7.11 DEVELOPMENT SUITE SOFTWARE .....................................................        23
   7.12 DEVELOPMENT AND DEMONSTRATION/VERIFICATION ENVIRONMENT HARDWARE AND SOFTWARE....        23
   7.13 DETAILED SCHEDULE OF DELIVERABLES AND PAYMENTS .................................        23

9.  CHANGE PROCESS .....................................................................        23

10. TERMINATION ........................................................................        23

ANNEX A - ACCESS.CA PILOT TRIAL COMMUNITIES ............................................        24

ANNEX B - SERVICE DEFINITION ...........................................................        25

ANNEX C - AGREEMENT FOR THE INTEGRATION OF SMARTSOURCES AND CIVICLIFE WORK .............        25

ANNEX D - DETAILED SCHEDULE OF DELIVERABLES AND PAYMENTS BY STAGE OF WORK ..............        25
</TABLE>


                                                                             3




<PAGE>   45




1.    PARTIES

The parties to this agreement, (the "Parties"), are:

Innovative Solutions Agency ("ISA")
25 University Avenue, 3rd Floor Holman Bldg
Charlottetown, PEI C1A 7N8


SmartSources Technologies Inc. ("SmartSources")
2030 Marine Drive, Suite 100
North Vancouver, BC V7P 1V7

RELATIONSHIP BETWEEN CIVICLIFE AND SMARTSOURCES

CivicLife, as the Prime Contractor, will develop the Civic Portal Software in
response to the CivicLife Contract and will include the SmartSources
deliverables assigned and identified to be completed by SmartSources in this
agreement.



                                                                              4



<PAGE>   46





2.    DEFINITIONS AND REFERENCES


AGREEMENT:   this contract.

SMARTSOURCES means SmartSources.com Technologies Inc.

Civic Portal means Civic Portal Software, which is the complete collection of
software to be supplied by CivicLife and SmartSources and as defined as
deliverables in Section 7 and Appendix B.

COMPLETION DATE: The completion date of the main part of this contract, defined
as the date on which deliverables are made by SmartSources and CivicLife, and
accepted by IC / ISA. The Completion Date is May 31st, 2000. Certain elements,
including ongoing support by SmartSources and CivicLife, and Intellectual
Property provisions continue beyond the Completion Date, as specified elsewhere
in the contract.

IC means Industry Canada, Information Highway Applications Branch. 155 Queen St
Floor 7 Ottawa, Ontario K1A 0H5

INTELLECTUAL PROPERTY means the kServer Access Edition Software and related
documentation as required in the schedules of deliverables in Section 7 and
ANNEX D of this Agreement.

INTELLECTUAL PROPERTY AGREEMENT means the separate and related agreement
between Industry Canada and SmartSources that governs the ownership, rights,
terms and conditions in respect to the Intellectual Property.

IP means Intellectual Property.

ISA means Innovative Solutions Agency.

KSITE: A kSite is an abstract repository of data from various sources which is
managed as a single entity. A kSite can hold content or can refer to other
sources of content. kSites provide powerful features for the meta-tagging of
content and searching, both by conventional keyword searches and inferential
searches. kSites have the ability to refer to content within other kSites.
KSites can contain purely contextual information which references content held
in content kSites. A kSite can be a persistent object or it can be created
dynamically as a result of a search or query.

KSERVER: A kServer is responsible for managing and maintaining one or more
kSites and dealing with the storage, querying and retrieval of kSite
information. It is a 100% Pure Java environment which uses a sophisticated
meta-data framework to enable the kSite to operate as described.

CIVICLIFE means CivicLife.com Inc.

REFERENCES

This Agreement is related to the following separate agreements, all of which
taken together are part of a complete whole. This Agreement's requirements must
be complied with in concert with the requirements of all of these agreements:

INTELLECTUAL PROPERTY AGREEMENT between Industry Canada and SmartSources,
relating to the kServer Access Edition Software, dated 4 February 2000.

INTELLECTUAL PROPERTY AGREEMENT between Industry Canada and CivicLife, relating
to the Civic Portal Software, dated 4 February 2000.



                                                                              5



<PAGE>   47




AGREEMENT FOR THE SUPPLY OF A CIVIC PORTAL between ISA and CivicLife, a
parallel agreement to this Agreement.

Civic Portal Software Development and Commercial Agreement, between
SmartSources and CivicLife and its Schedule A. Deliverables from
SmartSources.com Technologies Inc. to CivicLife.Com Inc. dated February 4, 2000
appended as ANNEX C to this Agreement and to the parallel agreement between ISA
and CivicLife


3. PURPOSE AND DURATION OF THE AGREEMENT

This agreement (the "Agreement") sets out the specific understandings and
commitments of the Parties for the development, supply, enhancement and support
of a Comprehensive Civic Portal (the "Civic Portal").

The Agreement also identifies the ownership of Intellectual Property (the "IP")
and associated licenses, rights and royalties. Upon completion of the terms of
this Agreement, Industry Canada and SmartSources will be joint owners of and
have the right to market, license, commercialize and operate the kServer Access
Edition Software subject to the IP ownership and use conditions set out in the
Intellectual Property Agreement.

IC desires to procure a fully functioning Civic Portal, defined in the text
below, for delivery by the Completion Date and has engaged ISA as its
contractor.

CivicLife, in conjunction with SmartSources will develop and deliver the Civic
Portal in accordance with the detailed schedule in Section 7, Deliverables,
below.

With the exception of the Intellectual Property Agreement, and Section 7.10,
Operational Support, the Agreement covers the period from the date of signature
to the Completion Date, unless changed by mutual agreement amongst the Parties.
Operational Support as defined in Section 7.10 Operational and Technical
Support will be provided by SmartSources and CivicLife for 1 year from the
Completion Date.


4.    CONTEXT AND SCOPE

IC is in the process of developing and rolling out a national ACCESS.CA service
to be launched in December 2000. In preparation for the national launch, IC
requires a functioning portal to be available by the Completion Date for
technical verification and immediately thereafter for up to 20 Pilot Trials in
communities across Canada. Pilot Trials would be operational until launch of
the national service at the end of 2000.

Annex A contains a list of communities that are candidates for Pilot Trials.
Other communities may be added to this list. IC will determine the list of
Pilot Trial communities and the priority sequence for Pilot Trials.

CivicLife, in partnership with SmartSources, will develop and supply Civic
Portal software with the capabilities set out in Section 7 Deliverables that
will be capable of being scaled to provide service in all of the Pilot Trial
communities. The software shall be further scalable for national launch and
growth. SmartSources and CivicLife will also provide the design and other
specifications and requirements for the server hardware and software necessary
to host the Civic Portal software in a sufficient scale to provide simultaneous
access in the Pilot Trial communities, and subsequently for national launch and
growth. These specifications will be provided in document form within 10
working days of receipt of the final list of pilot trial communities and
concurrent user estimates from IC.

                                                                              6


<PAGE>   48




CivicLife and SmartSources will design the Civic Portal software to accommodate
establishment of:

         a)   additional stand-alone development environments
         b)   an on-line verification environment where new capabilities can be
              tested; and
         C)   a fully scaled-up production environment.

By the Completion Date CivicLife and SmartSources will supply the working
portal software as defined in Section 7, Deliverables. Since much of the work
will be in a development phase, work will progress to the Completion Date in a
collaborative fashion between CivicLife, SmartSources and Industry Canada.
Specific modifications and refinements to capabilities will be incorporated
based on discussion, decision and documented agreement amongst the parties.

SmartSources and CivicLife will provide documentation, and training and
installation, integration and testing support to Industry Canada and its
designated contractors and service operators as defined in Section 7
Deliverables.

The contracted cost of the work up to the Completion Date is $500,000 (Canadian
Funds). Decisions regarding specific approach for launch and further
expenditures will be dependent on the performance of SmartSources and
CivicLife, and other planning considerations.

CivicLife and SmartSources will design the Civic Portal software using
recognized industry standards to accommodate additions after the completion
date of features and functions by third parties as may be requested,
contracted, or received unsolicited by IC. Third party add-on capabilities may
include alternative interfaces, applications, templates, content, plug-ins and
other features that could be reasonably expected within a portal. Although the
ability to incorporate such 3rd-party capabilities will be inherent in the Civic
Portal design, there may be additional funding requirements and revisions to
schedule associated with doing so.

While the deliverables under this Agreement are defined by the scope, above, by
becoming a joint owner in the Intellectual Property, IC's use of the Civic
Portal Software is not limited to use only in the context of Pilot Trials for
ACCESS.CA. The Intellectual Property Agreement provides the terms and
conditions of the use of the Intellectual property by the Parties.


5.    EXPECTATIONS OF THE PARTIES

IC requires that SmartSources and CivicLife have established a formal agreement
that clearly defines roles, and individual elements that each party contributes
to the overall deliverables as defined in this Agreement. The agreement between
SmartSources and CivicLife must specify responsibility for development, supply
and support of individual elements of the Civic Portal, and responsibility for
their combination into an integrated whole and the support of the whole. Such
an agreement is included in this Agreement as ANNEX C, Civic Portal Software
Development and Commercial Agreement.

CivicLife and SmartSources agree to build on existing CivicLife and
SmartSources technologies to develop and launch a Civic Portal aimed at
satisfying the interaction needs of public sector organizations and the public.
Public sector organizations include government agencies at all levels as well
as school boards and schools, and potentially post-secondary educational
institutions. The public includes citizens, businesses and community
organizations.


General capabilities of the Civic Portal will include:

     o    'Single window' connectivity to existing government services across
          all relevant levels;

     o    Localization of service presentation by postal code;

     o    Initial electronic democracy capabilities;


                                                                              7



<PAGE>   49

     o    Tools and services which facilitate the delivery of public sector
          content and execution of transactions;

     o    An innovative web interface which simplifies the public's consumption
          of public sector offerings.

     o    Tools to create or integrate community, business and organizational
          directories for all communities across Canada

     o    Highly responsive FAQ interface

The business objective of the project is to build the essential components of a
Civic Portal to meet the civic interaction needs of Canadians.

The Civic Portal will be broad in scope and by the Completion Date it will
provide sophisticated capabilities to illustrate the full power of the ultimate
production site to be launched on a national basis later in 2000.

Delivery of the Civic Portal lays the groundwork for ACCESS.CA to have the
potential to become one of the Internet's major portal sites achieving several
significant benefits for Canada:

     o    Electronic government service delivery to Canadian citizens,
          businesses and community organizations;

     o    An interactive, citizen-centred, web-based presence for schools and
          community organizations;

     o    A rapid uptake of e-commerce capabilities across the Canadian
          economic spectrum in both urban and rural geographies;

     o    Advancement of the global competitiveness of the Canadian public
          sector;

     o    Development of key Internet technologies for global commercialization
          by CivicLife and SmartSources

This project will realize the development of several important components of
the Civic Portal:

CIVIC PORTAL GATEWAY -one-stop window to the civic world - including all
levels of government and K-12 schools - for citizens, businesses and community
organizations to access information, transactions, news, services etc.

CIVIC PORTAL AUTHOR -- tools and services which enable governments, community
groups, businesses and schools to plug into the portal to heighten current
services, information and transaction capabilities as well as animate
communications with constituents/citizen base

CIVIC PORTAL CONTEXT MANAGEMENT FRAMEWORK -- It is essential that users are
able to gain easy access to the complex world of public sector content and
services. This component of the project will leverage existing enabling
technology developed with previous support and investment from CANARIE (TAD
`95) to facilitate context-based access, search and navigation to Internet
content by citizens, businesses, community organizations and schools.



                                                                              8



<PAGE>   50






6.    MILESTONES, SCHEDULE OF WORK AND PAYMENTS

6.1   MILESTONES

The project will be conducted over a four-month period commencing in February
2000 and completing in May 2000. Key project milestones are:

February 4th, 2000 - Complete selection and procurement of all key technology
components;

February 29th, 2000 - Complete detailed definition of initial software
components, look and feel, and portal architecture;

March 31st, 2000 - Release portal alpha version for presentation and user
interface testing and review;

April 30th, 2000 - Release portal beta version with 50% Federal and Provincial
content and services, along with 10% Municipal, School, Community and Business
content and services;

May 31st, 2000 - Release portal beta version for external review.


6.2   SCHEDULE ELEMENTS

The main schedule elements within stages of work leading up to the milestones
identified in Section 6.1, above, are as follows:

     o    SmartSources and CivicLife conduct the work within the stage of work

     o    SmartSources and CivicLife submit the work for review and payment

     o    IC reviews work. Assuming work is substantially acceptable, ISA will
          pay CivicLife and SmartSources, as relevant, minus a 10% holdback,
          within 30 days of invoice. Upon review, if no non-conforming elements
          are found in the work, then the holdback will be paid to CivicLife
          and SmartSources, as relevant, within 60 days of invoice. In the
          event that non-conforming elements are identified, the holdback will
          be retained by ISA until 30 days following the correction to these
          non-conforming elements.

After the Completion Date, CivicLife and SmartSources will provide support as
defined in Section 7.10 Operational and Technical Support to Industry Canada
for a period of 1 year.


6.3   PROJECT FUNDING

Past Investments

This project to develop and launch a Civic Portal builds on prior efforts, both
privately- and publicly-funded, to develop key technology components and
intellectual property. The partners have invested approximately $2.5 million in
these components.

Proposed Investments

This proposal requests ISA funding in the amount of $2.020 million to be applied
as shown in the following summary table. Specific deliverables are associated
with each payment, on a detailed schedule as per ANNEX D, Detailed Deliverables
and Payments by Stage of Work.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
DATE             STAGE OF WORK (S) & MILESTONE (M)             CIVICLIFE   SMARTSOURCES   TOTAL
<S>              <C>                                           <C>           <C>          <C>
----------------------------------------------------------------------------------------------------
Feb 4            Contract signature/procure                    $510K         $250K         $760K
2000             development environment (S,M)
----------------------------------------------------------------------------------------------------
Feb 29           Detailed definition and documentation of      $325K         $ 75K         $400K
2000             Civic Portal Software components (S);
                 Design approved (M)
----------------------------------------------------------------------------------------------------
</TABLE>

                                                                               9




<PAGE>   51



<TABLE>
<S>              <C>                                           <C>           <C>          <C>
----------------------------------------------------------------------------------------------------
March 31         Alpha Release of Civic Portal Software      $  335K       $  75K        $  410K
2000             (S); Alpha Release approved (M)
----------------------------------------------------------------------------------------------------
April 30         Beta Release (Internal) of Civic Portal     $  300K       $ 100K        $  400K
2000             Software (S); Beta approved (M)
----------------------------------------------------------------------------------------------------
May 31           Beta Release (External) of Civic Portal     $   50K       $   0         $   50K
2000             Software (S); Beta external approved
                 (M)
----------------------------------------------------------------------------------------------------
May 31           Pilot Operations--operational and           $    0K       $   0K        $    0K
2000 to          technical support (S)
May 31
2001
----------------------------------------------------------------------------------------------------
                 Total                                       $1,520K       $ 500K        $2,020
----------------------------------------------------------------------------------------------------
</TABLE>


                                                                             10




<PAGE>   52





7.   DELIVERABLES

7.1  GENERAL

The objective of the development plan is to make progress on the development of
all of the portal features described below and to have a working site capable
of supporting the pilot trial activities available by the Completion Date.

The plan is to develop reliable, robust and high performance capabilities.
Following the Completion Date, additional functionality could be developed to
enhance the intended comprehensive functionality objectives. Such enhancements
are not part of the Agreement and are dealt with in the Intellectual Property
Agreements between SmartSources and IC, as well as between CivicLife and IC.

By the Completion Date, the Civic Portal will be based upon proven and scalable
technology that can be further tuned to meet the performance requirements of a
major portal and ultimately be capable of operating on a worldwide basis. For
the purposes of the Agreement, the portal will satisfy requirements in Canada.

The Civic Portal will be built to be used on stand-alone and on-line
development environments; online demonstration and verification environments;
and on-line production environments.

Section 7.2 provides deliverables by stage of work for CivicLife and jointly
for CivicLife and SmartSources.

Section 7.3 specifies the service definition requirements of the Civic Portal
deliverables.

Section 7.4 describes the functional and feature requirements of the Civic
Portal deliverables.

Sections 7.5 through 7.13 define design requirements; documentation; access to
development environment & briefings; installation, integration and testing
support; training; operational and technical support; development suite
software; demonstration system components.

ANNEX D provides a detailed schedule of Civic Portal deliverables and payments
by phase of work.


 7.2  DELIVERABLES BY STAGE OF WORK

Work will be performed by SmartSources, and jointly by CivicLife and
SmartSources, in accordance with the schedules of deliverables shown in 7.2.2
and 7.2.3.

Integration of deliverables between CivicLife and SmartSources into a complete
whole at each stage of work will be the responsibility of CivicLife. When there
is adequate demonstration of the integration of work, the work in that stage
will proceed to review and acceptance by ISA within the corresponding milestone.
Upon acceptance, the work in that phase is approved and will be paid for. A 10%
holdback will be retained as described in Section 6.2.



                                                                             11



<PAGE>   53



7.2.1    CIVICLIFE DELIVERABLES:


-------------------------------------------------------------------------------
Stage of       CivicLife Deliverables
Work
-------------------------------------------------------------------------------
1              $510,000
Feb 4,
2000           Selection of software technology for the construction of the
               development environment for the Civic Portal taking into
               consideration the eventual deployment flexibility.

               The selected technology will allow for the deployment
               environment to use different Operating System and Database
               Management Systems should that flexibility be required.

               As a result of this selection process. CivicLife will establish
               and operate a development, test and verification environment for
               use during the life of this contract and for a period of 12
               months thereafter.

               The services provided include:

               -        T1 internet access to the development environment for
                        IC and other authorized parties.
               -        Firewalling.
               -        Management and maintenance of the environment including
                        7x24 hardware support.
               -        Provision of software and infrastructure components.
               -        Provision of hardware to operate the development
                        servers.
               -        Provision of staff to operate and manage the environment
-------------------------------------------------------------------------------

2              $325,000
Feb 29,
2000           Detailed definition of the individual Civic Portal software
               components for delivery under this project.

               Definition of the user interface look and feel for at least two
               "skins" for the Beta phase.

               Definition of the Civic Portal architecture for the following
               areas:

               Multi-lingual capabilities
               User profile manager
               Channel Manager
               Presentation Layer
               Content Retriever
               Channel Renderers
               Content Tagger
               Geographic Information System for geographic content organisation

               Collect 50% Canadian Federal and Provincial content and
               services.
-------------------------------------------------------------------------------



                                                                             12


<PAGE>   54




CIVICLIFE DELIVERABLES, CONTINUED:

-------------------------------------------------------------------------------
3              $335,000
March 31
2000           Alpha releases of the following Civic Portal components:

               Multi-lingual capabilities
               User profile manager
               Channel Manager
               Presentation Layer
               Content Retriever
               Channel Renderers
               Content Tagger
               Geographic Information System for geographic content organisation

               Definitions of the following Civic Portal components:

               Self-subscription Authoring Wizards for Businesses, Communities
                 and Government
               Services
               Collaboration tools
               Initial cut of the Transaction Framework
               Initial cut of the Statistics Framework
               E-mail Tools
               User Information Management Tools
               Other Tools and Appliances

               Collect 10% Municipal, School, Community and Business content and
               services.
-------------------------------------------------------------------------------
4              $300,000
Apr 30 2000
               Beta releases of the working Civic Portal. This will include all
               of the capabilities identified above.

               Certain of these capabilites will be limited in their scope for
               example the statistics and transactional capabilities.
-------------------------------------------------------------------------------
5              $50,000
May 31
2000           Availability of Beta Civic Portal for external review. This will
               run on the existing server infrastructure and will cater for
               approximately 200 concurrent page generations. In real life,
               this should relate to a user audience of approximately 1,000
               intensive users in any one hour.
-------------------------------------------------------------------------------
6              $0
Post May       technical and operational support for above deliverables.
31 2000
-------------------------------------------------------------------------------
Total          $1,520,000
-------------------------------------------------------------------------------



                                                                             13



<PAGE>   55




 7.2.2       SMARTSOURCES DELIVERABLES:
-------------------------------------------------------------------------------
Stage of
Work             SmartSources Deliverables

-------------------------------------------------------------------------------
1              $75,000
Feb 4
2000           Selection of technology for the construction of the development
               environment of the kServer Access edition required to support
               the Civic Portal within the Context Information Manager and
               Search Manager functions.

               As a result of this selection process SmartSources will
               establish and operate a development environment for use during
               the life of this contract and for a period of 12 months
               thereafter for the development of the kServer Access.ca Edition
               in support of CivicLife.

               The services provided include:

               -    Management and maintenance of the environment including
                    7x24 hardware support.
               -    Provision of software and infrastructure components.
               -    Provision of hardware to operate the development servers.
               -    Provision of staff to operate and manage the environment.

               $175,000

               Production of the following technical documentation:
               - KServer Access Edition white paper
               - KServer Access Edibon API
               - KServer Access Edition Meta-data Framework

               Consultation relevant for each document preparation and revision
               along with on-going maintenance.

-------------------------------------------------------------------------------

2              $75,000
Feb 29
2000           The following technical documentation and specifications of the
               kServer Access Edition required to deploy the individual software
               components:

               kServer technical systems specifications
               kServer API specifications
               kServer administrative interface technical specifications

               Detailed definition of the individual software components for
               delivery under this project.

               Definition of the architecture for the following areas:

               Context Information Manager
               Search Manager

--------------------------------------------------------------------------------
3              $75,000
March 31
2000           Alpha releases of the following components:

               Context Information Manager
               Search Manager
--------------------------------------------------------------------------------




                                                                             14

<PAGE>   56




SMARTSOURCES DELIVERABLES, CONTINUED:

4              $100,000
Apr 30 2000    Beta releases of the kServer Access edition embedded technology.
               This will include the following capabilities:

               Context Information Manager
               Search Manager

               Certain of these capabilities will be limited in their scope for
               example the statistics and transactional capabilities.
-------------------------------------------------------------------------------
5              Beta release support to CivicLife.
May 31
2000

--------------------------------------------------------------------------------
6              Technical and Operational Support for the above deliverables.
Post May
31 2000
--------------------------------------------------------------------------------

               Total $500,000
--------------------------------------------------------------------------------



 7.2.3       JOINT CIVICLIFE AND SMARTSOURCES DELIVERABLES:

Joint deliverables shall be completed prior to the deliverables being submitted
for review and acceptance in each phase of work.

--------------------------------------------------------------------------------
Phase          Joint Deliverables
--------------------------------------------------------------------------------
1              Identification of key integration tasks for SmartSources kServer
Feb 4          and CivicLife technologies.
2000
--------------------------------------------------------------------------------
2              Detailed integration plan for all design deliverables of
Feb 29         CivicLife and SmartSources.
2000
--------------------------------------------------------------------------------
3              Full integration of Alpha release deliverables of CivicLife and
March 31       SmartSources.
2000
--------------------------------------------------------------------------------
4              Full integration of Beta release - internal - deliverables of
Apr 30         CivicLife and SmartSources.
2000

--------------------------------------------------------------------------------

5              Full integration of Beta release - external - deliverables of
May 31         CivicLife and SmartSources.
2000
               Plan for integrated technical and operational support in
               preparation for ACCESS.CA Pilots.
--------------------------------------------------------------------------------
6             Integrated technical and operational support of all integrated
Post May      deliverables, above as defined in Section 7.10 Operational and
31 2000       Technical Support.
--------------------------------------------------------------------------------


                                                                             15



<PAGE>   57





7.3 ACCESS.CA SERVICE DEFINITION


The Civic Portal shall be capable of providing service features to citizens,
small businesses, communities, and government organizations as defined in Annex
B, Service Definition.


7.4 CIVIC PORTAL FUNCTIONS AND FEATURES

Sections 7.4.1 to 7.4.17 provide descriptions of the Civic Portal major
components with associated capabilities. The Civic Portal shall conform to
these descriptions.


As a general requirement, portal functionality will be developed in independent
modules. This will permit: independent scalability of functions based on demand
for their use; ability to upgrade and repair individual modules without having
to affect the entire portal software; and other operational flexibilities.

SmartSources and CivicLife will provide best estimates for assessing the cost
of major separate functions, and where applicable cost per transaction. This
is to enable IC to be able to make decisions regarding future development and
rollout priorities.


7.4.1  USER PROFILE MANAGER

This will allow users to register with the portal and to identify sufficient
information about themselves to allow the portal to automatically select
content based upon location and demographic information. It will also allow for
language selection.

Users may also search for other content either within their local community or
elsewhere and incorporate this content into their own `personal portal'. Other
content may be organized into other geographic areas or by special interests.

In addition, the user profile will have the ability to securely retain other
personal information required to complete certain on-line services.

Information on external e-mail accounts will also be held to facilitate the
integration of the eDemocracy and Collaboration elements of the site.


7.4.2  CHANNEL MANAGER

This service will allow channels of information to be created and managed by
the portal. It will include a wide range of channel formats and integration
with appropriate parsing technology.

Channels may be generally available to all users of the portal or they may be
accessible on some form of revenue basis - e.g.: membership fee based.


7.4.3  PRESENTATION LAYER / USER INTERFACES


A wide number of different presentation formats will be provided. These will
accommodate the following differences between users:

     o    User look and feel preference;
     o    Browser capabilities;
     o    Navigation and interaction preferences (whether to use Macromedia
          Flash, for example);
     o    Colour, font and style preferences;


                                                                             16


<PAGE>   58





     o    `Skins' to suit different age groups;

     o    Favourites referencing content selected during the user's navigation
          of the site.

The Portal will be built to be able to accommodate additional user interfaces
from third parties. Integration of a particular interface will depend on the
interface's ability to map to the Civic Portal's technical specification for
such interfaces.


7.4.4 CONTENT RETRIEVER

This service will retrieve the content to be rendered in the appropriate
formats by the Channel Renderer. Based upon the user's profile including
language preference, the appropriate content for each channel will be retrieved
and provided for rendering.

The Content Retriever will be able to access any content anywhere in the portal
subject to security and individual user restrictions.


7.4.5 CHANNEL RENDERERS

There will be a wide number of these to deal with the different channel formats
and layouts to be presented. Extensive use of Style Sheets (both CSS and XSL)
will be made to provide for the presentation of data from XML sources.


7.4.6 CONTENT TAGGER

The Content Tagger will enable portal administrators to browse to other sites
and to select specific content from those sites for incorporation into the
portal. This tool facilitates the incorporation of 3rd-party website content
within the Civic Portal frame and `look and feel' environment and permits
maintenance of a `live' link to such content as it is modified by the content
owner.


7.4.7 AUTHORING WIZARDS

These tools will enable all manner of portal contributors to `opt-into' the
portal and include their content or e-services in a standard manner. For
example, wizards for business to become part of the site will be provided
including the ability to reference external content or to create their own
content using a built-in WYSIWYG HTML editor.

Other authoring wizards for Government Services, Community Associations,
eDemocracy and for Channel Authoring will also be provided.


7.4.8 CONTEXT INFORMATION MANAGER

The Context Information Manager is a series of kSites which can hold both
structured and unstructured content. This is based upon the kServer technology.
The following capabilities are supported:

     o    The ability to hold both original content and references to various
          types of external content.
     o    Information regarding the structure of the content to enable the
          Content Retriever and Channel Renderers to correctly format the
          content.
     o    An ability to Tag the content using content tags which will enable
          the Search Manager to provide sophisticated searching capabilities.

This will be achieved using any number of kSites. These kSites will fulfill the
following functions:

     o    Content kSite - A kSite that contains either original content or
          references to external content.
     o    Context kSite - A kSite that provides the contextual information
          required to perform searches and to provide customizable views.




                                                                             17


<PAGE>   59





      o  User kSite -- A user-specific kSite which allows the user to define
         their own channels of information and to reference content held in
         other kSites or out on the Internet. These kSites can also be
         associated with specific community portals.
      o  Query kSite -- Either a temporary or permanent query result set that
         can be saved by a user and/or used as the basis for further inferential
         searching.


7.4.9  SEARCH MANAGER

The Search Manager uses the sophisticated data capabilities of the Context
Information Manager to provide the portal user with a rapid method of locating
any content within the portal.

Searching capabilities will include:

     o    The ability to search by keyword or phrase.
     o    To use any combinations of Tags.
     o    To save the results of a search for later use.
     o    To use the results of one search as the basis for a more detailed or
          refining search.
     o    To use a natural language interface to locate FAQs and other
          information.

The critical differentiator for the Search Manager is that it operates in the
context of the user's own information. Therefore, it is aware of the location
of the user and certain aspects of the users profile. This enables the Search
Manager to provide highly relevant results from the user's own community along
with any special interest communities which the user has selected.


7.4.10 COLLABORATION TOOLS

These include the facilities for both users and community portal operators
required to create informal Polls, Discussion Groups, News and Notices and
other content elements targeted at individuals or groups of users.

These tools will be used in the citizen consultation and Community areas of the
site to enable Citizen to Citizen and Citizen to Government interaction.

The facility to utilize real-time instant messaging as well as access to
Internet Relay Chat (IRC) and ICQ (I Seek You) style conference and chat room
services will also be provided.


7.4.11 TRANSACTION FRAMEWORK

This will be a series of wizards and definitions to enable Electronic Service
Delivery via the portal by various government departments and agencies at the
Federal, Provincial and municipal levels. Over a period of time, a series of
XML standards and definitions will emerge for how the portal exchanges data
between its transaction definitions and external ESD solutions.

The Transaction Framework will also provide the mechanism for collecting and
transferring fees to appropriate content providers. Content providers may fall
into a number of categories but may include local portal operators or
commercial vertical community operators.

Examples of transaction types by category include:

License applications and payments
Benefits applications
Filing of complaints
Public requests for information
Registrations



                                                                             18



<PAGE>   60


Tax payments
Reservations for public facilities
Fine payments


7.4.12 STATISTICS FRAMEWORK

Detailed standard portal usage logs will be collected for all portal traffic.
These logs can be viewed both as detailed log items in a database, and in the
form of various statistical and other reports that will be configurable by
ACCESS.CA administrators. A third-party web activity reporting package facility
for creating, viewing and analyzing these statistics will be required and is
not provided with the portal.

In addition, the Statistics Framework will also provide the underlying
mechanism for collecting data to allow commercial operators to collect their
fees.

A full technical specification will be documented and delivered upon
completion of this contract.


7.4.13 EMAIL TOOLS

Email tools will be provided to allow portal users to have their own personal
e-mail address. In addition, the ability to integrate with other external
e-mail will be provided. Users can nominate whether they wish to use an
existing e-mail account with the portal. The e-mail manager will also be able
to present a single view of multiple e-mail accounts.

Email must be accessible by any registered user from any Internet
browser-capable computer

Email, at its most basic level, can be anonymous - i.e. - user need only
provide an "alias" user name and a private password to obtain an account

Layers of user identification and validation would be required if Email is used
within the scope of transactions requiring security - e.g.: financial
transactions


7.4.14 GEOGRAPHIC INFORMATION SYSTEM (GIS)

This will enable the portal to identify where the user is located and to
therefore map the content that is applicable.

A capability to deal with spatial data and other abstract types is required.
This must be able to resolve Postal Code information into accurate geographic
location information.


7.4.15 COMMUNITY DIRECTORIES

The Civic Portal will be built to accommodate directories of businesses and
other organizations for all communities across Canada. These directories may be
added by IC or its designated contractors.

To aid in using the GIS capabilities, directories developed for the Civic
Portal will include postal code reference data for each directory entry and
community.

The Civic Portal user interfaces shall have prominent display of directories
and ready access to any desired directory within the fewest number of clicks.

Third party directories can be added or referenced in the Civic Portal. To this
end, standards for preferred directory functionality and form will be provided.


                                                                             19

<PAGE>   61




7.4.16 USER INFORMATION MANAGEMENT TOOLS

The Civic Portal will include personal calendar, personal contact manager, and
other personal applications into which personal data can be stored. These
applications shall be capable of being synchronized with PDA devices (e.g.:
Pilots, etc) but this capability is not part of the initial project to be
delivered by the Completion Date. These tools will only be accessible by the
registered individual.

The Civic Portal shall also include calendars, contact and other applications
that can be used in context of collaboration groups. For example, this will
enable communities of interest to keep a common calendar and contact management
profiles (including timelines & critical path). These tools will only be
accessible by members of collaboration groups, and designated individuals from
these groups will perform updates.

The Civic Portal shall also include broader community calendars and contact
lists that can be accessed by the public at large. Designated individuals will
perform updates.

All calendars, contact managers and other applications shall be capable of
being updated from selections of data in other accessible calendars, contact
managers and applications.


7.4.17 OTHER TOOLS AND APPLICATIONS

The Civic Portal shall be built to accommodate third party tools and
applications using industry standards which are readily available to
developers. Such tools and applications would be incorporated into the Civic
Portal online production environment by IC after appropriate testing on a
development environment and on-line verification environment.


7.5 CIVIC PORTAL INFRASTRUCTURE DESIGN REQUIREMENTS


7.5.1  DEVELOPMENT ENVIRONMENT

Until the Civic Portal is finally delivered to IC by the Completion Date, the
development environments will be hosted at CivicLife in Ottawa, and
SmartSources in Vancouver.

Once IC has taken delivery and turned the Civic Portal on for service, there
can be any number of stand-alone or on-line development environments associated
with the Civic Portal software.

Both SmartSources and CivicLife shall provide a complete specification and
design for stand-alone and on-line development environments which will permit
any individual environment to be used for development and modification
associated with the entire Civic Portal and any subset of capabilities of the
Civic Portal. Refer to Section 7.6


7.5.2  DEMONSTRATION / VERIFICATION ENVIRONMENT

The demonstration environment for the Beta preview of the Civic Portal will be
contained on the CivicLife-development servers.

IC, directly or through a designated provider, will establish an on-line
verification environment to be used to launch Pilot Trial verifications in new
communities, and add new content, features, applications and other capabilities
to Pilots and nationally-launched ACCESS.CA service.

CivicLife and SmartSources shall provide a complete specification and design
for an on-line verification environment that will permit verification of
capabilities associated with the entire Civic Portal and any subset of
capabilities of the Civic Portal, including third party capabilities. Refer to
Section 7.6


                                                                             20

<PAGE>   62
7.5.3 PRODUCTION ENVIRONMENT

IC, directly or through a designated provider, will establish a production
environment.

CivicLife and SmartSources shall provide a complete specification and design
for an on-line production environment that will permit integration of
capabilities associated with the entire Civic Portal initially, and
subsequently any subset of new or modified capabilities of the Civic Portal,
including third party capabilities. Refer to Section 7.6.

7.5.4 SCALABILITY

The required performance from the Civic Portal technology for purposes of
demonstration is to ultimately be able to deliver a performance of 500
concurrent page generations on a single dual-CPU server with no single page
view taking more than 5 seconds.

This equates to a real-world performance of 360,000 page views per hour per
server. With a typical beta user performing around 100 page views per hour,
this would suggest that around 3,600 concurrent previewers could be accessing
the beta portal.

The first demonstration of the portal may not reach these performance levels
due to limitations in the size of the servers and of the supporting database
server. However, the technology selected will have the capability to scale to
these levels in the real production environment.

A figure of 1,000 concurrent previewers has therefore been selected as being
representative of the actual performance which will be available from the
demonstration environment.

CivicLife and SmartSources will provide IC with full information regarding
scalability and sizing of the Civic Portal, including necessary formulas for
calculating capacity requirements of all servers, software, and Internet
connectivity. Refer to Section 7.6.

7.5.5 VOLUMETRICS

CivicLife and SmartSources will provide volume-based design parameters for the
purposes of initial sizing and subsequent periodic expansions of the production
environment. These parameters will take account of the number of users in each
category, the number of page requests and views, the quantity of sites accessed
for page views and feeds, the number of feeds and their frequency of updates,
the network access architecture of the portal, and any other element which will
have an impact on sizing and quality of performance.


7.5.6 TESTING AND PERFORMANCE TUNING

It is intended that the portal will be tested in a real world simulation for
its performance characteristics during the demonstration phase. This testing
will involve loading the software onto a suite of real-world servers and
simulating the workload through using specialist load testing software.

Products such as Mercury LoadRunner will allow several thousand real users to be
simulated using low-cost PC workstations. CivicLife will arrange for tests which
can simulate around 4,000 or more concurrent sessions which can be set-up to
simulate multiple users. It is expected that a test simulating up to 40,000 real
world users can be realistically modelled.

7.6 Documentation

SmartSources and CivicLife will provide to Industry Canada full documentation
on all software


                                                                             21


<PAGE>   63
developed and delivered up to Completion Date.

This documentation will consist of two documents: Civic Portal Design
Specification and Civic Portal Operations Specification

Civic Portal Design Specification

     o    General description of the Portal
     o    Functional description of all of the elements of the portal
     o    Interface requirements amongst elements within the portal
     o    Interface requirements for third party capabilities
     o    Installation, integration and testing methodology
     o    Version management methodology
     o    Annotated source code for all portal functions
     o    Recommended development suites

Civic Portal Operations Specification

     o    Network architecture and quantified design for all servers, including
          development, verification, and production servers for Pilot Trial of
          various sizes; and an initial national launch. Formulas and factors
          for sizing will be provided.
     o    Internet access architecture and quantified design, as above, for all
          servers
     o    Server software requirements and specifications
     o    Data architecture of the portal
     o    Data management requirements and recommendations for the portal
     o    Security design / recommendations for all parts of the system
     o    Operating standards
     o    Support functions necessary to maintain operating standards
     o    Open standards for addition of third party components, software,
          applications, features and other capabilities


7.7 IC ACCESS TO CIVICLIFE / SMARTSOURCES DEVELOPMENT AND DEMONSTRATION/
VERIFICATION ENVIRONMENTS / BRIEFINGS

SmartSources and CivicLife will provide access on request by IC to their
respective development and demonstration/verification environments for
purposes of observation and verification of development.


7.8 INSTALLATION, INTEGRATION & TESTING SUPPORT

SmartSources and CivicLife will provide 10 person days support to Industry
Canada and its designated contractors and operators for installation,
integration and testing of the portal software or appropriate sub-components if
applicable onto stand-alone development environments, on-line verification
environments, and on-line production environments.


7.9 TRAINING

SmartSources and CivicLife will provide Industry Canada and its designated
contractors and operators with 10 person days of training to communicate how to
install, integrate, test and operate all components of the Portal software.


7.10 OPERATIONAL AND TECHNICAL SUPPORT

SmartSources and CivicLife will provide Industry Canada and its designated
contractors and operators



                                                                             22


<PAGE>   64
operational and technical support for the duration of one year from the
delivery date.

The operational and technical support will consist of case management services
for cases reported to SmartSources and CivicLife in connection with the
operation of the Civic Portal software. Cases will include problems and
queries. Case management services will cover case logging, case classification
as to case type and case severity/urgency, and case resolution in terms of
software fault correction or preparation and proposal of plans to deal with
complex or difficult cases. Support coverage will be from 9:00 AM to 5:00 PM
EST on Government of Canada business days. Support coverage outside of this
period will be provided on an emergency pay-as-used basis at CivicLife and
SmartSources professional services rates.


7.11 Development Suite Software

SmartSources and CivicLife will supply IC with a five-concurrent-user license
for the full software development suite. Such software and licenses shall allow
sub-licensing to designates or contractors of IC for use on IC licensed
facilities.

IC use of this software assumes IC access to operating system and database
software and workstation and server hardware. IC should expect to purchase
annual maintenance support on these components from the providing vendor.
Any sub-licensing will be subject to 3rd-party licenses restrictions.


7.12 DEVELOPMENT AND DEMONSTRATION / VERIFICATION ENVIRONMENT HARDWARE AND
     SOFTWARE

IC will have guaranteed access to CivicLife and SmartSources development and
demonstration/verification environments for purposes of developing changes
and additions to ACCESS.CA content and applications for a period of 1 year
following Completion Date. This facility will support up to five simultaneous
developers.

Such development activity will be coordinated with CivicLife and SmartSources
on a mutually agreed basis.


7.13 DETAILED SCHEDULE OF DELIVERABLES AND PAYMENTS

ANNEX D provides a detailed schedule of deliverables and payments by stage of
work.


8. CHANGE PROCESS

This Agreement may be changed by mutual agreement between the parties.

Changes will be formally recorded in new Annexes. They will identify the nature
of the change, and may trigger the requirement to issue revised text for
various sections of this agreement and / or its annexes. There will also be a
recording of the consequent changes in costs and responsibilities of parties.

Changes may be initiated by either party by providing a request in writing.

Changes will not be made unilaterally by either party.


9. TERMINATION



                                                                             23



<PAGE>   65
ANNEX A - ACCESS.CA PILOT TRIAL COMMUNITIES

The following communities across Canada may be included in Pilot Trials of
ACCESS.CA following delivery of the Civic Portal software from CivicLife and
SmartSources. Pilots will be implemented according to a schedule to be
established by IC, and will continue until the national launch of ACCESS.CA
service.

<TABLE>
<CAPTION>
COMMUNITY                                  POPULATION       (THOUSANDS)
                                              1998             1996

<S>                                        <C>              <C>
St Johns, NFLD                                173.6
Charlottetown, PEI                                            32.5
Halifax, NS                                   348
St John, NB                                   127.3
Fredericton, NB                                               46.5
Moncton, NB                                                   59.3
Montreal Metropolitan Area, QUE                               3,326,510
Montreal city, QUE                                            1,016,376
Montreal - Dorval city, QUE                                   17,572
Montreal - East Montreal, QUE                                 3,523
Montreal - North Montreal, QUE                                81,581
Montreal - West Montreal, QUE                                 5,254
Montreal - Longueuil, QUE                                     127,977
Quebec, QUE                                   687.2
Sherbrooke, QUE                               152.7
Abitibi/Temiscamingue, QUE
Toronto Metropolitan Area, ONT                                4,263,757
Toronto City, ONT                                             653,734
Toronto International Airport ONT                             544,382
Hamilton, ONT                                 658.6
St Cathearines, ONT                           389.1
London, ONT                                   418.2
COIN
Ottawa, ONT                                                   427.4
Kingston, ONT                                                 143.4
North Bay, ONT                                                64.8
Sudbury, ONT                                  163.3
Sault Ste. Marie,ONT                                          83.6
Thunder Bay, ONT                              128.6
Winnipeg, MB                                  676.4
Brandon, MB                                                   40.6
Thompson, MB                                                  14.4
Regina, SK                                    199.5
Saskatoon, SK                                 229.3
Calgary, ALTA                                 907.1
Edmonton, ALTA                                917.5
St Albert, ALTA                                               46.9
Vancouver - Metropolitan Area, BC                             1,831,665
Vancouver City, BC                                            514,008
Vancouver Bay, BC                                              13,075
Vancouver International Airport, BC                           148,867
Victoria, BC                                  318.1
Prince George, BC                                             75.2
Prince Rupert, BC                                             17.4
Terrace, BC                                                   20.9
Kelowna, BC                                                   136.5
Yellowknife, NWT                                              17.3
Whitehorse, YT                                                21.8
</TABLE>

                                                                             24

<PAGE>   66


ANNEX B - SERVICE DEFINITION

Please refer to the attached document.


ANNEX C - CIVIC PORTAL SOFTWARE AND COMMERCIAL DEVELOPMENT AGREEMENT

Please refer to the attached document.


ANNEX D - DETAILED SCHEDULE OF DELIVERABLES AND PAYMENTS BY STAGE OF WORK

Please refer to the attached document.




                                                                             25