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                                                                   EXHIBIT 10.13

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT made as of the 1st day of July, 1999.

BETWEEN:

          FLONETWORK INC., 260 King Street East, Building C, Toronto, Ontario, a
          corporation incorporated under the laws of Ontario (the "Employer" or
          the "Company")

          -and-

          ERIC GOODWIN, of Lombardy, in the Province of Ontario

          (the "Employee")

WHEREAS the Employer is an Internet based services company providing e-mail
marketing and delivery solutions and other products and services developed or
offered by the Employer and its affiliates from time to time (the "BUSINESS");

AND WHEREAS the Employer wishes to employ the Employee and the Employee wishes
to serve the Employer on the terms and conditions contained in this Agreement;

The parties agree, in consideration of the mutual covenants and conditions
contained herein, as follows:

1.   DUTIES AND RESPONSIBILITIES OF EMPLOYEE

The Employee shall assume the position of Chief Executive Officer of the
Employer and shall have those responsibilities set forth in Schedule "A" hereto.
The Employee shall also serve as a member of the Board of Directors of the
Employer (the "Board"), subject to election or appointment to the Board by the
Employer's shareholders or directors (in accordance with applicable law) from
time to time, and shall report to the Board on the Business. In each such
capacity, the Employee shall perform all such duties and exercise all such
powers consistent with his obligations as may from time to time be assigned to
or vested in him by the Board.

2.   DURATION

The term of this Agreement (the "Term") shall commence effective July 1, 1999
and shall continue until terminated in the manner contemplated in section 9
hereof.

3.   STANDARD OF CARE

     (a)  The Employee shall devote all of his working time, attention and
          ability to the Business and to the carrying out of his duties and
          responsibilities hereunder.


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     (b)  During the continuance of his employment hereunder, the Employee shall
          well and faithfully serve the Employer and shall use his best efforts
          to promote the interests of the Employer.

     (c)  It is acknowledged that the Employee may, subject to the terms of the
          Non-Competition Agreement and Intellectual Property Assignment dated
          as of July 1, 1999 executed by the parties to this Agreement (the
          "Non-Competition Agreement"), serve as a director of other companies
          from time to time, provided that such positions do not impair the
          Employee's ability to carry out his duties hereunder.

4.   REMUNERATION

The remuneration of the Employee for his services hereunder shall be as set out
in Part I of Schedule "B" hereto, or such other remuneration as may from time to
time be mutually agreed upon in writing between the Employer and the Employee.

5.   BENEFITS

The benefits of the Employee for his services hereunder shall be as set out in
Part II of Schedule "B" hereto.

6.   VACATION

During the employment of the Employee hereunder, the Employee shall from time to
time be entitled to such vacations as are set out in Part III of Schedule "B"
hereto. Such vacations shall be taken at such time or times as the Employee
shall decide, provided that the Employee shall schedule his vacations with due
regard to the performance of his essential duties to the Employer pursuant to
the terms of this Agreement.

7.   EMPLOYEE STOCK OPTIONS

     (a)  The Employee shall be eligible to participate in the employee stock
          option plan of the Employer, as administered by the Board and on such
          terms as shall from time to time be determined by the Board.

     (b)  On July 1, 1999, the Employee was granted stock options to purchase
          common shares in the capital of the Employer on the terms set out in
          the option agreement dated as of July 1, 1999 between the Employee and
          the Employer (the "Non-Statutory Stock Option Agreement"). Such
          options shall not form a part of the Employer's employee stock option
          plan (the "ESOP") but shall nonetheless be administered in accordance
          with the ESOP.

8.   ANNUAL COMPENSATION REVIEW AND BUSINESS PLAN

An annual review of the compensation of the Employee provided for herein shall
be conducted by the Compensation Committee of the Board, taking into account
such contributing factors as shall reasonably be determined by the Compensation
Committee or the Board from time to time


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and communicated at the beginning of each fiscal year to the Employee. In
addition, the Employee shall present on an annual basis, by the end of the first
quarter of each fiscal year of the Employer, a business plan for the next
following fiscal year for approval by the Board. This plan shall serve both as a
guideline for operations of the Employer, and shall also be used, in part, as a
benchmark against which the Employee's performance can be assessed and
compensation determined.

9.   TERMINATION

The employment of the Employee hereunder may be terminated in the following
manner or circumstances:

     (a)  at any time, without prior notice or payment in lieu of notice or
          severance payment, by notice in writing from the Employer to the
          Employee, for a reason which would in law permit an employer to
          terminate the employment of an employee for cause, or upon receipt of
          notice from the Employee that he has resigned from the employment;

     (b)  at any time without cause, by three months prior notice in writing
          from the Employer to the Employee, or by payment of three month's
          salary as provided for in section 4 hereof in lieu of notice and
          severance payment including without limitation any entitlement under
          the Employment Standards Act (Ontario);

     (c)  upon the death of the Employee, in which case the employment shall be
          deemed to terminate on the date of death; and

     (d)  in the event of the bona fide illness, physical or mental, resulting
          in the Employee being unable to devote his full time and attention to
          the affairs of the Employer for six consecutive months (and in
          calculating the six-month period of disability, unless and until the
          Employee shall have returned to attending to the affairs of the
          Employer on a full-time basis for 30 consecutive normal working days,
          the said period of disability shall be deemed to have been continued
          without interruption whatsoever), or the adjudication of the Employee
          as a mental incompetent, in either of which cases notice in writing
          from the Employer shall be sent to the Employee or his legal
          representative and the Employee's employment shall be deemed to
          terminate on the giving of such notice.

Upon any notice being given pursuant to subsections 9(a) or (b), upon payment of
the amount referred to in subsection (b), or upon the occurrence of an event
described in subsections 9(c) or (d), as the case may be (the "EFFECTIVE DATE OF
TERMINATION"), this Agreement and the employment of the Employee hereunder shall
be wholly terminated. The Employee acknowledges and agrees that, notwithstanding
the termination of his employment, however caused, the provisions of the
Non-Competition Agreement and the Non-Statutory Stock Option Agreement shall
remain in full force and effect in accordance with the terms thereof. Upon such
termination, the Employee have no claim against the Employer for damages or
otherwise except in respect of payment of remuneration earned, due and owing as
provided for in section 4 or in respect of other benefits to which the Employee
is entitled hereunder to and including the


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effective date of termination. For greater certainty, the termination of the
Employee pursuant to subsection 9(d) shall in no way affect any disability
benefits the Employee would otherwise be entitled to pursuant to the Employer's
Employee Benefits Plan.

The parties hereto acknowledge and agree that the payment referred to in
subsection 9(b) is a reasonable estimate of the damages that might be suffered
by the Employee for termination of this Agreement, the said amount being
liquidated damages and not a penalty.

10.  NOTICES

Any notice under this Agreement shall be in writing and may be delivered (i) by
personal delivery, which shall made to the Chief Financial Officer of the
Employer in the case of the Employer; (ii) by registered or certified mail,
which shall be deemed duly delivered four business days after it is sent by
registered or certified mail, return receipt requested, postage prepaid; or
(iii) by a reputable nationwide overnight courier service which shall be deemed
duly delivered one business day after it is sent for next-business day delivery
by such overnight courier service, in each case to the undersigned at 260 King
Street East, Building C, Toronto, Ontario, in the case of the Employer, and to
the last address of the Employee known to the Employer, in the case of the
Employee. Either party may change the address to which notices are to be
delivered by giving notice of such change to the other party in the manner set
forth this section 10.

11.  INDEPENDENT LEGAL ADVICE

The Employee hereby acknowledges and agrees that the Employee has had full
opportunity to seek and receive independent legal advice with respect to this
Agreement and that if the Employee failed to seek or receive such independent
legal advice before signing this Agreement, shall not rely on such failure as a
defence to an argument that this Agreement, or any part of it, is valid or
enforceable.

12.  ENTIRE AGREEMENT

This Agreement, except as otherwise specifically provided herein, represents the
entire agreement between the parties with respect to the subject matter hereof.
This Agreement may not be amended except by further agreement made in writing
between the parties.

13.  GOVERNING LAW

This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the Province of Ontario and for the purposes of all
legal proceedings this Agreement shall be deemed to have been performed in such
province and the courts of such province shall have jurisdiction to entertain
any action arising under this Agreement; provided always that nothing contained
herein shall prevent the Employer from proceeding at its election against the
Employee in the courts of any other province or country.

14.  MISCELLANEOUS


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It is agreed by and between the parties hereto that Schedules "A" and "B"
referred to herein, and annexed hereto, form an integral part of this Agreement
and this Agreement shall be construed as incorporating such Schedules. The terms
"HEREOF", "HEREIN", "HEREUNDER" and similar terms refer to this Agreement as a
whole and not to any specific provision or subdivision thereof. The terms
"AFFILIATE" and "PERSON" as used herein have the meanings ascribed thereto in
the Business Corporations Act (Ontario).

15.  SUCCESSORS, ASSIGNS

The provisions hereof, where the context permits, shall ensure to the benefit of
and be binding upon the heirs, executors, administrators and legal personal
representatives of the Employee, and the successors and assigns of the Employer,
respectively. When the context so requires or permits, the masculine gender
shall be read as if the feminine or neuter genders were expressed.

16.  COUNTERPARTS AND EXECUTION BY FACSIMILE

This Agreement may be executed by the parties in any number of separate
counterparts each of which, when so executed and delivered, shall be an
original, but all such counterparts shall together constitute one and the same
instrument. This Agreement may be executed and delivered by facsimile, provided
that actual executed copies of this Agreement shall be substituted forthwith
after execution for the copies executed by facsimile.

17.  SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable
in whole or in part, such invalidity or unenforceability shall attach only to
such provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.

IN WITNESS WHEREOF the Employer has executed this Agreement and the Employee has
hereunto set his hand and seal as of the date first above written.


                                          FLONETWORK, INC.


                                          By: /s/ Eric Goodwin
                                              ----------------------------

  /s/ Wilson Lee                          ________________________________1/s
-------------------------------
Witness                                   ERIC GOODWIN


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                                  SCHEDULE "A"

             DUTIES AND RESPONSIBILITIES OF CHIEF EXECUTIVE OFFICER

The Chief Executive Officer shall perform such executive and managerial duties
and responsibilities customary to his offices and as are reasonably necessary to
the operations of the Employer and the Business as may be assigned to him from
time to time by or under authority of the Board. The Employee shall have primary
responsibility and authority for the general management, administration,
long-term planning and day-to-day operations of the Employer and the Business,
including without limitation: the development and implementation of the
Employer's annual operating and financial plan; the coordination of the internal
and external communications of the Employer; the development and implementation
of programs, policies and procedures designed to improve the overall
productivity, efficiency, and profitability of the Employer; and the hiring,
evaluation and termination of staff.


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                                  SCHEDULE "B"

PART I - REMUNERATION

$200,000 per annum (base salary) in Canadian dollars.

The Company will also reimburse the Employee for all reasonable out-of-pocket
living expenses incurred by the Employee in connection with maintaining a second
residence in Toronto, subject to a maximum of $Cdn $30,000 per annum.

PART II - BENEFITS

The Employee shall be eligible to participate in all employee benefit plans of
the Employer made available to senior management of the Employer generally and
such other benefits as may be determined by the Board from time to time and
agreed to in writing by the Employer and the Employee.

PART III - VACATION

4 weeks per annum.


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                          NON-COMPETITION AGREEMENT AND
                        INTELLECTUAL PROPERTY ASSIGNMENT


TO:  FloNetwork Inc.
     (hereinafter referred to as "FLONETWORK")

     WHEREAS the undersigned is an employee of FloNetwork and, effective as of
July 1, 1999, being the time of employment of the undersigned by FloNetwork, has
agreed to enter this Agreement to protect the confidential information,
intellectual property and other assets of FloNetwork;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and covenants contained herein and the receipt of five dollars and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by the undersigned), the undersigned hereby covenants and
agrees in favour of FloNetwork, as follows:

1.   DEFINITIONS. For the purposes of this Agreement:

     (a)  "AFFILIATE" has the meaning ascribed thereto in the Business
          Corporations Act (Ontario).

     (b)  "BUSINESS" means the business of the design, development and marketing
          of e-mail marketing and delivery solutions and related services and
          other products and services developed or offered by FloNetwork or its
          Affiliates from time to time.

     (c)  "CONFIDENTIAL INFORMATION" means all secrets, trade secrets, know-how
          and information (and all documents and other tangible items which
          record information, whether in writing, in computer readable format or
          otherwise), in each case relating to the Business or any person with
          which FloNetwork does business, which is of a private, secret or
          confidential nature or is not known generally to persons outside the
          employ of FloNetwork or the person with which FloNetwork does
          business, respectively, including without limitation, the following:

          (i)   all information relating to the Intellectual Property and the
                products and services of FloNetwork;

          (ii)  all computer programs, either now existing or currently under
                development, including algorithms, specifications, flow charts,
                listings, source code and object code either owned by FloNetwork
                or to which FloNetwork has access and which FloNetwork wishes or
                is required to keep confidential;

          (iii) all unpatented inventions, source code versions of software,
                program and products specifications, production and quality
                control manuals, prototypes, drawings, data, designs,
                construction and operating techniques, analyses, compilations,
                studies, processes, systems, photographs, models,


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                operating manuals, created, invented or acquired by or licensed
                to a person with which FloNetwork does business;

          (iv)  information relating to past, present and contemplated products,
                techniques and modes of merchandising, marketing techniques,
                manufacturing processes, procedures and know-how of FloNetwork;

          (v)   all financial information, all information relating to
                marketing, and manufacturing, and marketing strategies of
                FloNetwork or any person with which it does business;

          (vi)  information concerning the clients or customers and former
                clients and customers of FloNetwork including their names,
                customer lists and records; and

          (vii) any information, process or idea that is proprietary to
                FloNetwork or that FloNetwork is bound to hold confidential and
                is not generally known outside of FloNetwork.

     (d)  "INTELLECTUAL PROPERTY" means all intellectual and industrial
          property, including without limitation, financial, operating and
          training ideas, copyrights, patents processes and materials, works of
          expression, improvements, inventions, designs, computer programs and
          any other creations, data, topographies, concepts and trade secrets,
          the Confidential Information, and all intellectual and industrials
          property rights, applications and registrations relating to the
          foregoing, without limitation, all rights and trade secrets, patents,
          industrial design and topography, registrations and copyrights, and
          divisions, derivative applications, continuations, re-issues,
          re-examinations, extensions and reversions and rights of priority
          resulting from the filing of applications, including without
          limitation all Developments (as defined in Section 6), which are
          related to the past, current, future, actual or anticipated business,
          products, services, manufacturing or research and development
          activities of FloNetwork or its Affiliates, either solely or in
          concert with third parties.

2.   NON-COMPETITION. The undersigned shall not, without the prior written
     consent of FloNetwork, at any time during the term of the undersigned's
     employment with FloNetwork or within the period of two years following the
     date of termination thereof, either individually or in partnership or in
     conjunction with any person, whether as principal, agent, shareholder,
     director, officer, employee, investor, lender, advisor, consultant or in
     any other manner whatsoever, directly or indirectly, advise, manage, carry
     on, be engaged in, be interested in, be concerned with, invest in, or lend
     money to, or guarantee debts or obligations of, or permit the undersigned's
     name or any part thereof to be used or employed by any person, managing,
     carrying on, engaged in, interested in, or concerned with a business which
     is in any way competitive to or in competition with the Business as
     currently carried on or as proposed by FloNetwork to be carried on after
     the date hereof by FloNetwork or its Affiliates. The foregoing shall not
     prevent the undersigned (i) from purchasing as a passive investor up to 1%
     of the outstanding shares


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     or other securities of any class of any publicly-held issuer to which are
     attached not more than 1% of all votes attaching to all voting securities
     of such issuer.

3.   CUSTOMERS. The undersigned shall not, at any time during the term of the
     undersigned's employment with FloNetwork or within the period of two years
     following the date of termination thereof, either individually or in
     partnership or in conjunction with any person, whether as principal, agent,
     shareholder, director, officer, employee, investor, advisor, consultant or
     in any other manner whatsoever, directly or indirectly, engage in the
     solicitation of and/or sale to any the customers of FloNetwork or its
     Affiliates of any products or services of the type sold by the Business
     carried on or as proposed by FloNetwork to be carried on after the date
     hereof by FloNetwork or its Affiliates.

4.   EMPLOYEES. The undersigned shall not, during the term of the undersigned's
     employment with FloNetwork or within a period of two years following the
     date of termination thereof, either individually or in partnership or in
     conjunction with any person, whether as principal, agent, shareholder,
     director, officer, employee, investor, advisor, consultant or in any other
     manner whatsoever, directly or indirectly, attempt to induce or persuade
     any employee employed by FloNetwork or its Affiliates to leave such employ,
     nor solicit for employment or employ, or hire or engaged as an independent
     contractor, any such employee.

5.   CONFIDENTIAL INFORMATION. The undersigned shall not, during the term of the
     undersigned's employment with FloNetwork or within a period of two years
     following the date of termination thereof, either individually or in
     partnership or in conjunction with any person, whether as principal, agent,
     shareholder, director, officer, employee, investor, advisor, consultant or
     in any other manner whatsoever, directly or indirectly, disclose or use,
     publish or seek to protect for any purposes other than those of the
     Business, any Confidential Information however obtained by the undersigned,
     and the undersigned agrees to return to FloNetwork promptly following the
     date hereof, all documents, copies, records and other materials in the
     possession or under the control of the undersigned which pertain to the
     Confidential Information or to the Business generally. Notwithstanding,
     this Section 5 shall not apply to information became readily available to
     the public after the time such Confidential Information was made available
     to the undersigned other than through a breach of this Agreement.

6.   ASSIGNMENT OF INTELLECTUAL PROPERTY.

     (a)  The undersigned will make full and prompt disclosure to FloNetwork of
          all inventions, improvements, discoveries, methods, developments,
          software, works of authorship, whether patentable or not, which are
          created, made, conceived or reduced to practice by him or her or under
          his or her direction or jointly with others during his or her
          employment by FloNetwork, whether or not during normal working hours
          or on the premises of FloNetwork (all of which collectively referred
          to in this Agreement as "Developments").


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     (b)  The undersigned, without further consideration from FloNetwork,
          hereby:

          (i)   disclaims all interest in and to the Intellectual Property;

          (ii)  assigns all the undersigned's right, title and interest in and
                to all Intellectual Property and any application filed therefor
                to FloNetwork;

          (iii) confirms that any work done by the undersigned for FloNetwork
                prior to his or her employment by FloNetwork relating in any way
                to the conception, design, development or support of products or
                services for FloNetwork constitutes Intellectual Property which
                is the property of FloNetwork;

          (iv)  agrees not to incorporate or permit to be incorporated any
                intellectual property rights of the undersigned into any
                products or services of FloNetwork without FloNetwork's prior
                written consent;

          (v)   agrees to execute all instruments and papers, and perform all
                acts necessary including, but not limited to, assisting
                FloNetwork in obtaining any type of Intellectual Property
                protection throughout the world as may be reasonably considered
                necessary or desirable by FloNetwork at the expense of
                FloNetwork;

          (vi)  agrees to return to FloNetwork promptly following the date
                hereof all expressions of data and information related to the
                Intellectual Property and agrees that all records, documentation
                and expressions are and shall remain the property of FloNetwork;
                and

          (vii) represents that the undersigned's performance of the terms of
                this Agreement does not and will not breach any other agreement
                to keep in confidence proprietary information acquired by the
                undersigned, and the undersigned has not entered into, and
                agrees not to enter into, any agreement (whether oral or
                written) in conflict herewith.

7.   GOVERNMENT OBLIGATIONS. The undersigned acknowledges that FloNetwork from
     time to time may have agreements with other parties or with government
     bodies, or agencies thereof, which impose obligations or restrictions on
     FloNetwork regarding inventions made during the course of work under such
     agreements or regarding the confidential nature of such work. The
     undersigned agrees to be bound by all such obligations and restrictions
     which are made known to the undersigned and to take all appropriate action
     necessary to discharge the obligations of FloNetwork under such agreements.

8.   WAIVER OF MORAL RIGHTS. The undersigned agrees to waive any and all moral
     rights in the Intellectual Property arising under the Copyright Act
     (Canada), as amended, or similar legislation and/or any rights to similar
     effect in any country or at common law that the undersigned or any agent
     performing services on behalf of the undersigned hereunder, may have with
     respect to the Intellectual Property, including but not limited to the
     right to the integrity of the Intellectual Property, the right to
     attribution of authorship, the right to


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     restrain any distortion, mutilation or other modification of the
     Intellectual Property and the right to permit any use of the Intellectual
     Property in association with a product, service, cause or institution that
     may be prejudicial to the honour or reputation of the undersigned
     (collectively the "Moral Rights"). Without limiting the foregoing, the
     undersigned grants to FloNetwork the right to edit, adapt and in any other
     way modify and translate the Intellectual Property, including without
     limitation the right to produce or reproduce part of the Intellectual
     Property or any derivative work based thereon, and the right to use the
     Intellectual Property in association with all products, services, causes
     and institutions. The undersigned agrees that anything which FloNetwork may
     do with the Intellectual Property does not or will not constitute any
     prejudice to the undersigned's honour or reputation. Further, the
     undersigned hereby transfers its right to restrain any violation of Moral
     Rights in the Intellectual Property including any distortion, mutilation or
     other modification of the Intellectual Property, to FloNetwork, or, failing
     the ability to transfer such right, the undersigned hereby irrevocably
     appoints FloNetwork as the undersigned's agent to enforce its right to
     restrain any violation of the Moral Rights at the expense of FloNetwork and
     the complete indemnification of the undersigned.

9.   UNITED STATES COPYRIGHT LAW. For the purposes of the United States of
     America, the undersigned confirms that the Intellectual Property was
     specially ordered or commissioned by, and was authored under the direction,
     control and supervision of, FloNetwork and is one of the works enumerated
     in the United States Copyright Law of 1976 as, and shall be considered as,
     a "work made for hire" within the meaning of the copyright laws of the
     United States, and that FloNetwork is entitled to the entire right, title
     and interest in and to the copyright in the United States. If, however, the
     Intellectual Property is not deemed a "work made for hire" under the United
     States Copyright Law, the undersigned shall be bound by the provision; of
     the assignment herein in respect of the United States of America.

10.  REMEDIES FOR BREACH. The undersigned recognizes that a breach of any of the
     covenant contained herein would result in substantial and irreparable
     damages to FloNetwork and that FloNetwork could not adequately be
     compensated for such damages by monetary award alone. Accordingly, the
     undersigned agrees that in the event of any such breach, in addition to any
     other remedies available to FloNetwork at law or otherwise, FloNetwork
     shall each be separately entitled as a matter of right to apply to a court
     of competent jurisdiction for relief by way of injunction, restraining
     order, decree or otherwise as may be appropriate to ensure compliance by
     the undersign with the provisions of this Agreement. Any remedy expressly
     set forth in this Agreement shall be in addition to and not inclusive of or
     dependent upon the exercise of any other remedy available to FloNetwork at
     law or otherwise.

11.  COVENANTS. The undersigned agrees and acknowledges that the covenants and
     provisions contained in this Agreement are in addition to, and not in
     replacement of, any similar covenants and provisions provided in any other
     agreement relating to the subject matter hereof.

12.  REASONABLENESS OF RESTRICTIONS. The undersigned agrees that (a) all
     restrictions in the Agreement are necessary for the protection of the
     business and goodwill of FloNetwork


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     and are reasonable and valid, and all defences to the strict enforcement
     thereof by FloNetwork are hereby waived by the undersigned, and (b) the
     time periods and geographic scope of the provisions hereof are reasonable
     and valid.

13.  SEVERABILITY. Each covenant and provision contained in this Agreement shall
     severable, separate and distinct and the unenforceability in whole or in
     part of any covenant or provision hereof shall be deemed not to affect or
     impair the validity or enforceability of any other covenant or provision
     hereof

14.  NOTICES. Any notice under this Agreement shall be in writing and may be
     delivered (i) by personal delivery, which delivery shall be made to the
     Chief Financial Officer of FloNetwork in the case of FloNetwork; (ii) by
     registered or certified mail, which shall be deemed duly delivered four
     business days after it is sent by registered or certified mail, return
     receipt requested, postage prepaid; or (iii) by a reputable nationwide
     overnight courier service which shall be deemed delivered one business day
     after it is sent for next-business day delivery by such overnight courier
     service, in each case to FloNetwork at 260 King Street East, Building C,
     Toronto, Ontario, in the case of FloNetwork, and to the last address of the
     undersigned known to FloNetwork, in the case of the undersigned. Either
     party may change the address to while notices are to be delivered by giving
     notice of such change to the other party in the manners forth this Section
     14.

15.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
     the parties and supersedes all prior agreements and understandings, whether
     written or oral, relating to the subject matter of this Agreement.

16.  AMENDMENT. This Agreement may be amended or modified only by a written
     instrument executed by both FloNetwork and the undersigned.

17.  FURTHER ASSURANCES. The undersigned shall, from and after the date hereof
     as requested by FloNetwork, from time to time, do and execute or cause to
     be made, done and executed all such further acts, deeds and assurances as
     may reasonably be considered necessary or desirable by FloNetwork to effect
     the purpose of this Agreement and to carry out its provisions.

18.  EXTENDED MEANINGS. In this Agreement, words importing the singular number
     include the plural and vice-versa and words importing the masculine gender
     include the feminine and neuter genders.

19.  ATTORNMENT. The undersigned agrees (i) that any action or proceeding
     relating to this Agreement may be brought in any court of competent
     jurisdiction in the Province of Ontario, and for that purpose now
     irrevocably and unconditionally attorns and submits to the jurisdiction of
     such Ontario court; (ii) not to oppose any such Ontario action or
     proceeding on the basis of forum non conveniens or for any other reason;
     and (iii) not to oppose the enforcement against it in any other
     jurisdiction of any judgment or order duly obtained from an Ontario court
     contemplated by this Section.

20.  WAIVERS. No delay or omission by the Company in exercising any right under
     the Agreement shall operate as a waiver of that or any other right. A
     waiver or consent given


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     by the Company on any one occasion shall be effective only in that instance
     and shall not be construed as a bar or waiver of any right on any other
     occasion.

21.  SUCCESSORS AND ASSIGNMENT. This Agreement shall enure to the benefit of,
     and be binding on, the parties hereto and their respective heirs,
     executors, administrators, successor's and legal representatives.
     FloNetwork may assign its rights hereunder to any person without the
     consent of the undersigned and, upon such assignment, this Agreement shall
     enure to the benefit of and be binding upon any such respective assign of
     FloNetwork.

22.  INDEPENDENT LEGAL ADVICE. The undersigned hereby acknowledges and agrees
     that undersigned has had full opportunity to seek and receive independent
     legal advice with respect to this Agreement and that if the undersigned
     failed to seek or receive such independent legal advice before signing this
     Agreement, shall not rely on such failure as a defence to an argument that
     this Agreement, or any part of it, is valid or enforceable.

23.  GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the laws of Ontario and the federal laws of Canada
     applicable therein.

DATED as of the 1st day of July, 1999.


SIGNED, SEALED AND DELIVERED        )
in the presence of                  )
                                    )
                                    )
                                    )
   /s/ Wilson Lee                   )             /s/ Eric Goodwin
------------------------------------             -------------------------------
Name:                                            Eric Goodwin


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