EXHIBIT 3.23
                             Agreement In Principle

                        iaNett International Systems Ltd.
                  (Formerly called WSI Interactive Corporation)
                          500 - 750 West Pender Street
                                 Vancouver, B.C.
                                     V6E 2S9
                            Telephone: (604) 681-4911

                               Fax: (604) 687-4990

November 21, 2001

To:      Data Fortress Technologies Ltd., Connect West Networks Ltd., Pacific
         Ram Distribution Corp., Michael Chong, CK Chong, Jordan Krushen, Andy
         Chong, Rick Thomas and others (the "Shareholders")
Dear Sirs:

Re:      Re: Acquisition of the Shares of Data Fortress Technologies Ltd.,
         Connect West Networks Ltd., and Pacific Ram Distribution Corp. ("Data
         Fortress Group")

This letter agreement ("Agreement") will set out the terms upon which iaNett
International Systems Ltd., ("INE") has agreed to purchase from the Data
Fortress Group all of the shares which will be issued and outstanding shares in
the capital of Data Fortress Technologies Ltd., Connect West Networks Ltd., and
Pacific Ram Distribution Corp., ("Data Fortress Group") at the closing of such
purchase ("Data Fortress Acquisition"). The purchase is subject to the Share
Exchange Agreement referred to herein and will be organized through a holding
company that will acquire the issued and outstanding shares of Data Fortress
Technologies Ltd., Connect West Networks Ltd., and Pacific Ram Distribution
Corp. The shareholdings of the holding company (name reserved "Data Fortress
Group Ltd.") will be organized to preserve the relative interests (1(e)(g) and
(i) below) of the individual shareholders of the individual companies referred
to herein as the Data Fortress Group.

The Data Fortress Group is a related mix of companies all incorporated under the
laws of British Columbia. The current consolidated business provides colocation
and managed server hosting services, augmented by the related companies that
provide wholesale complimentary equipment sales, complimentary contract IT
networking services and the installation and operation of a redundant 3.2
kilometer fiber optic ring ("data loop") in downtown Vancouver, connecting the
Data Fortress data center to the Internet backbone at Harbour Centre.

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The Shareholders own controlling interests of all of the issued and outstanding
shares of the Data Fortress Group (the "Data Fortress Group Shares"), and can
provide assurance that other minority shareholders will not seek any remedy in a
proposed transaction.

1.   Representations and Warranties of the Data Fortress Group: The Data
     Fortress Group represents and warrants to INE as follows:

     (a)  Data Fortress Technologies Ltd. is a company incorporated under the
          laws of British Columbia and is in good standing with respect to the
          filing of annual reports with the Registrar of Companies, and is a
          private issuer;

     (b)  Connect West Networks Ltd. is a company incorporated under the laws of
          British Columbia and is in good standing with respect to the filing of
          annual reports with the Registrar of Companies, and is a private
          issuer;

     (c)  Pacific Ram Distribution Corp. is a company incorporated under the
          laws of British Columbia and is in good standing with respect to the
          filing of annual reports with the Registrar of Companies, and is a
          private issuer;

     (d)  The authorized capital of Data Fortress Technologies Ltd. is
          20,000,000 common shares without par value of which there are
          10,000,000 common shares outstanding all of which are fully paid and
          non-assessable (the "Data Fortress Outstanding Shares");

     (e)  The Data Fortress Outstanding Shares are beneficially owned by and
          registered as to

                      o   2,370,000, common shares, 23.7%, Michael Chong,
                      o   2,370,000,common shares, 23.7%, CK Chong,
                      o   2,360,000,common shares, 23.6%, Jordan Krushen,
                      o   900,000, common shares, 9%, Rick Thomas, and
                      o   2,000,000,common shares, 20.0% others;

     (f)  The authorized capital of Connect West Networks Ltd. is 4 common
          shares without par value of which there are 4 common shares
          outstanding all of which are fully paid and non-assessable (the
          "Connect West Outstanding Shares");

     (g)  The Connect West Shares are beneficially owned by and registered as to

                      o   __1_____,common shares, 25.0%, Michael Chong,
                      o   __1_____,common shares, 25.0%, CK Chong,
                      o   __1_____,common shares, 25.0%, Jordan Krushen,
                      o   __1_____,common shares, 25% Rick Thomas, and

     (h)  The authorized capital of Pacific Ram Distribution Corp. is 10,000
          common shares without par value of which there are 50 common shares
          outstanding all of which are fully paid and non-assessable (the
          "Pacific Ram Outstanding Shares");

     (i)  The Pacific Ram Outstanding Shares are beneficially owned by and
          registered as to

                      o   ___17____,common shares, 34.0%, Michael Chong,
                      o   ___17____,common shares, 34.0%, CK Chong,
                      o   ___16____,common shares, 32.0%, Andy Chong;

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     (j)  no one has entered into an agreement with the Data Fortress Group to
          acquire any securities of the Data Fortress Group, except the
          following persons (the "Debenture Holders") who have been granted a
          conversion option by Data Fortress Technologies Ltd. The debenture
          holders will convert this debt instrument to shares of the holding
          company when organized.

     (k)  The directors and officers of the consolidated Data Fortress Group are
          as follows:

          Name of Directors and Officers    Position Held
          ===================================================================
          Michael Chong                     Director,President & CEO
          -------------------------------------------------------------------
          CK Chong                          Director
          -------------------------------------------------------------------
          Jordan Krushen                    Director, Chief Technical Officer
          -------------------------------------------------------------------
          Rick Thomas                       Director
          -------------------------------------------------------------------

     (l)  The financial year end of Data Fortress Technologies Ltd., Pacific Ram
          Distribution Corp., and Connect West Networks Ltd is March 31 and the
          most recent annual financial statements are for the fiscal year ended
          March 31, 2001 and the most recent interim financial statements are
          for the period ended August 31, 2001 (together the "Data Fortress
          Financial Statements");

     (m)  These Financial Statements are true and correct in every material
          respect and present fairly and accurately the financial position and
          results of the operations for the periods then ended. The Data
          Fortress Financial Statements have been prepared in accordance with
          generally accepted accounting principles applied on a consistent
          basis;

     (n)  There has been no adverse financial change in the financial position
          of the Data Fortress Group since the end of the period contained in
          the Data Fortress Group Financial Statements, other than those
          disclosed by Management;

     (o)  As at August 31, 2001 there is an outstanding Bank loan of $255,000
          bearing interest at prime + 1%, collaterized by a general security
          agreement ("gsa") over the assets of Pacific Ram Distribution
          including inventories and receivables;

     (p)  Book value of assets, both current and fixed on a consolidated basis
          as at August 31, 2001 unaudited, is approximately $938,000;

     (q)  Book value of liabilities, short and long term as at August 31, 2001
          is approximately $639,000 including $266,000 of shareholder loans;

     (r)  Other than this Agreement, the Data Fortress Group has not entered
          into any agreement to sell any Outstanding Shares;

     (s)  Premises are maintained at:

     (t)
          o  135-12830 Clark Place, Richmond - Pacific Ram Distribution Ltd.

          o  LM-1281 Georgia Street, Vancouver - Data Fortress Technologies Ltd.

          o  LM-1281 Georgia Street, Vancouver - Connect West Networks Ltd.

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     (u)  There are no undisclosed actions, suits or proceedings, pending or
          threatened against or affecting Data Fortress Group, and any of its
          principals, at law or in equity, or before or by any federal,
          provincial, municipal or other governmental department, commission,
          board, bureau or agency, domestic or foreign, and the shareholders are
          not aware of any existing ground on which any such action, suit or
          proceeding might be commenced with any reasonable likelihood of
          success.

2.   Representations and Warranties of INE: INE represents and warrants to the
     Data Fortress Group as follows:

     (a)  it is a company incorporated under the laws of British Columbia and is
          in good standing with respect to the filing of annual reports with the
          Registrar of Companies;

     (b)  it is a reporting issuer and its common shares are listed for trading
          on the Canadian Venture Exchange (the "Exchange"); and the OTC BB in
          the United States as a foreign issuer;

     (c)  it is an exchange issuer as that term is defined in the Securities Act
          (British Columbia);

     (d)  it is a Tier 2 Issuer, as that term is defined in the policies of the
          Exchange;

     (e)  it currently has 5,813,851 issued and outstanding shares all of which
          are duly issued, fully paid and non-assessable;

     (f)  it currently has 1,781,000 pre-consolidation share purchase warrants
          expiring June 2, 2002, priced at $0.91;

     (g)  the stock option plan is currently being amended to have a re-priced
          allotment outstanding of 1,000,000 options that will be exercisable to
          purchase common shares in the capital of INE at the price of $0.10 per
          share. These outstanding stock options have varying expiring dates up
          to 2006 with attached vesting schedules. The outstanding share
          purchase warrants referred to in (f) of 178,100 post consolidation
          priced at $9.10 will be repriced to market less 20%. Outstanding
          Performance shares, 300,000, will be converted to escrow shares;


     (h)  Other than described in 2(f) and 2(g) there are not outstanding rights
          or options to purchase shares of INE;

     (i)  the audited financial statements of INE for the fiscal year ended June
          30, 2000 and the unaudited financial statements for the nine month
          period March 31, 2001 (collectively the "INE Financial Statements")
          are true and correct in every material respect and present fairly and
          accurately the financial position and results of the operations for
          the periods then ended and the INE Financial Statements have been
          prepared in accordance with generally accepted accounting principles
          applied on a consistent basis;

(j)     since March 31, 2001, there has been no adverse financial change in the
        financial position of INE other than the filing of a Proposal under the
        Bank Registry and Insolvency Act on July 4, 2001 (the "Proposal") and
        the write down of all deferred development costs and investments made by
        INE;

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     (k)  it has four directors, the names of which are as follows: Marcus New,
          Theo Sanidas, Gordon A. Samson and Shone Anstey; and

     (l)  it has two officers, the names of which are as follows: Theo Sanidas,
          President and CEO and Gordon A. Samson, CFO;

     (m)  At the closing of the Data Fortress Acquisition INE will file the
          appropriate notice required by National Policy 51 of a change in year
          end to coincide with The Data Fortress Group;

     (n)  There are no undisclosed actions, suits or proceedings, pending or
          threatened against or affecting INE, and any of its directors, at law
          or in equity, or before or by any federal, provincial, municipal or
          other governmental department, commission, board, bureau or agency,
          domestic or foreign, and the directors are not aware of any existing
          ground on which any such action, suit or proceeding might be commenced
          with any reasonable likelihood of success.

3.   Purchase and Sale Of the Data Fortress Group Shares: INE will purchase all
     of the common shares in the capital of the Data Fortress Group, the holding
     company which are outstanding as at the Closing (previously defined as the
     "Data Fortress Acquisition") based on the following deemed values;

                       o    Pacific Ram Distribution Corp. $1,000,000

                       o    Data Fortress Technologies Ltd. $1,000,000

                       o    Connect West Networks Ltd. $1,000,000

     The above values have been negotiated between the parties as to amount with
     the subject that Connect West Networks Ltd. before Closing signs an
     agreement with Simon Fraser University ("SFU") that provides for $10,000
     per month cash flow after direct costs per the pending 10-year contract. If
     at the time of Closing this agreement with SFU is not finalized then the
     Closing will be amended to not include the value attributed to Connect West
     Networks Ltd. In consideration INE will issue and deliver 30 million common
     shares in the capital of INE at a deemed price of $0.10 per common share
     where such share issuance will not result in there being less than 20% of
     the total issued and outstanding being in the "public float" as defined by
     the Exchange, or 20 million common shares in the capital of INE at a deemed
     price of $0.10 per common share as the case may be. The directors of INE
     and the directors of The Data Fortress Group agree to be bound by this
     determination of an acquisition value for the transaction as contemplated
     herein, subject to approval by the Exchange and shareholders of INE. The
     common shares to be issued (the Escrow Shares"), will be allocated to the
     Data Fortress Group Ltd. ("the holding company") based on the guidelines as
     dictated by the Exchange policy 5.4 The shareholdings of the holding
     company will be issued in proportion to the number of common shares in the
     capital that each shareholder owns of the separate companies at the Closing
     and based on the attributed valuation of same (see 1(e) (g) (i)), pursuant
     to the Share Exchange Agreement referred to herein.

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4.   Terms of Escrow Shares: It is acknowledged and agreed by each of the Data
     Fortress Group shareholders, pursuant to Policy 5.4 of the Exchange that
     upon completion of the transaction, all Principal's securities will be
     required to enter into an escrow agreement in a form acceptable to the
     Exchange and will be required to deposit their Escrow Shares into escrow
     with the transfer agent of INE. The Exchange may also impose escrow
     requirements on securities held by any other shareholder.

5.   Advance of Funds By INE: The Data Fortress Group acknowledges that INE will
     advance a total of $25,000 to the Data Fortress Group as of the date of
     this Agreement and INE acknowledges that The Data Fortress Group will
     provide promissory notes in that amount.

6.   Securities For Debt: Prior to, or concurrent with, the closing of the
     September 18, 2001 announced private placement, INE will cause the
     settlement of all of the debt owed by INE to its creditors as of July 4,
     2001 as approved by the Proposal being executed by the trustee "KPMG" and
     approved by the court order of August 22, 2001, and entered into the
     registry August 24, 2001. The implementation of the Proposal shall result
     in the issuance of not more than 5,470,000 shares to the creditors of INE.
     The closing of the transaction will be conditional upon the trustee under
     the Proposal having issued a "Certificate of Compliance" with the Proposal.

7.   Change of Company Name: At the Closing, ("Data Fortress Acquisition") INE
     will change its name to Data Fortress Group Ltd., subject to regulatory and
     shareholder approvals.

8.   Domain Names: By the Closing, the Data Fortress Group will permit INE to
     use the domain names
              o       datafortress.ca
              o       data-fortress.com
              o       data-fortress.ca
              o       connectwest.net
              o       connectwest.ca
              o       pacificram.com
              o       logicbusinesscomputers.com

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9.   Directors and Officers Upon Closing: Upon the Closing, INE will cause the
     number of directors of INE and The Data Fortress Group to be six with the
     directors and officers of each company being the following:

10.

Name of Directors and Officers               Position Held Upon Closing
============================================ ===================================
Michael Chong                                Director, President & CEO
-------------------------------------------- -----------------------------------
Jordan Krushen                               Director, Chief Technical Officer
-------------------------------------------- -----------------------------------
Gordon A. Samson                             Director, Chief Financial Officer
-------------------------------------------- -----------------------------------
CK Chong                                     Director and Chairman of the Board
-------------------------------------------- -----------------------------------
Rick Thomas                                  Director
-------------------------------------------- -----------------------------------
Marcus New                                   Director
-------------------------------------------- -----------------------------------

11.  Audit Committee Upon Closing: Upon the Closing INE will cause the number of
     audit committee members to be three and will appoint the following persons
     to the audit committee: Gordon A. Samson; Michael Chong and Rick Thomas.

12.  Employment Agreements: INE acknowledges that upon the Closing, The Data
     Fortress Group will have entered into employment agreements, in a form
     satisfactory to each of INE and The Data Fortress Group, with Michael
     Chong, Jordan Krushen and Gordon A. Samson that will provide for an initial
     term of one year of employment (the "Employment Agreements"). Further, INE
     acknowledges that The Data Fortress Group will have entered into an
     employment with Shone Anstey, in a form satisfactory to each of INE and
     Shone Anstey.

13.  Further Terms of Employment Agreement: The Employment Agreements will
     provide for an initial monthly wage of $3,000 to $5,000 per month and will
     be subject to increases as agreed upon by the parties and the board of
     directors of INE.

14.  Adoption Of Stock Option Plan: INE will use its best efforts to cause its
     shareholders to approve an incentive stock option plan.

15.  Amendment Of 2000 Incentive Stock Option Plan: The existing 2000 stock
     option plan is currently being amended and re-priced to reflect market
     prices and the efforts of key employees, consultants and directors.

16.  Conditions of The Data Fortress Group: Sections 6, 7, 8, 10, 12, 13, 14,
     16, 19, 20, and 21, are conditions of The Data Fortress Group to their
     obligation to sell their shares of The Data Fortress at the closing and may
     be waived by The Data Fortress Group in their sole discretion.

17.  Conditions of INE: Sections 15, 17, 18, 19 and 29 and the receipt of
     shareholder approval set out in Section 23 are conditions of INE and may be
     waived by INE in its sole discretion.

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18.  Further Conditions of INE: Provided that the representations and warranties
     set out in section 1 are materially inaccurate, then such representations
     and warranties are conditions of INE and may be waived by INE in its sole
     discretion.

19.  Further Conditions of the Data Fortress Group: Provided that the
     representations and warranties set out in section 2 are materially
     inaccurate, then such representations and warranties are conditions of the
     Data Fortress Group and may be waived by the Data Fortress Group in its
     sole discretion.

20.  The Costs of The Data Fortress Acquisition: The Data Fortress Group
     acknowledges that INE will pay certain required costs, such as, but not
     limited to, the legal expenses, audit expenses, and any other further
     related regulatory expenses on behalf of The Data Fortress Group relating
     to the Data Fortress Acquisition up to the maximum ability of INE. In the
     event that this Agreement does not close on account of any default of The
     Data Fortress Group or INE including, but not restricted to, failure to
     provide documentation in a timely fashion), there will be no obligation on
     behalf of the Data Fortress Group to re-pay INE those expenses.

21.  Other Costs of the Data Fortress Acquisition: INE will pay for the costs of
     the sponsoring broker. On closing ("Data Fortress Acquisition") there will
     be a finders fee payable of 5% of the value of the Data Fortress
     Acquisition in common stock of INE to Calderan Ventures Ltd. per the
     Exchange ("CDNX") policy 5.1.

22.  Further Documents: The Data Fortress Group acknowledge that they will be
     required to provide INE and the Exchange with certain documentation in
     order to obtain approval of this Agreement and hereby promise to use their
     best efforts and to provide INE and the Exchange with those documents.

23.  Share Exchange Agreement: The parties will negotiate and settle the terms
     of a definitive agreement (the "Share Exchange Agreement"), acting
     reasonably, for the Data Fortress Acquisition and the other transactions
     contemplated herein (including any amalgamation, plan of arrangement,
     merger or other form of business combination involving the two companies as
     contemplated hereby) for execution on or before December 31, 2001 or such
     other date as may be mutually agreed upon. Upon execution, the Share
     Exchange Agreement will supercede this Agreement in Principle.

     The Share Exchange Agreement will contain terms and conditions as set out
     in this Agreement in Principle and such other terms, conditions, covenants,
     representations and warranties and indemnities, not inconsistent with this
     Agreement in Principle as are normal for transactions of the nature of the
     Data Fortress Acquisition.

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24.  Income Tax Deferred Basis: The share for share exchange provided for in
     this Agreement is intended to occur on a tax deferred basis and INE will
     sign such election forms under the Income Tax Act (Canada) as reasonably
     required by the Vendors in respect of such from time to time.

25.  Closing: Until the closing of the Data Fortress Acquisition, neither party
     shall, without the prior written consent of the other party, enter into any
     contract in respect of its business or assets, other than in the ordinary
     course of business, and each party shall continue to carry on its business
     and maintain its assets in the ordinary course of business, with the
     exception of reasonable costs incurred in connection with the Data Fortress
     Acquisition, and, without limitation, but subject to the above exceptions,
     shall maintain payables and other liabilities at levels consistent with
     past practice, shall not engage in any extraordinary material transactions
     and shall make no distributions, dividends or special bonuses, shall not
     repay any shareholders' loans, or enter into or renegotiate any employment
     or consulting agreement with any senior officer, in each case without the
     prior written consent of the other.

26.  Non-Disclosure: From the date of the acceptance of this Agreement in
     Principle, until completion of the transactions contemplated herein or the
     earlier termination hereof, the parties hereto will not, directly or
     indirectly, solicit, initiate, assist, facilitate, promote or encourage
     proposals or offers from, entertain or enter into discussions of
     negotiations with or provide information relating to the securities,
     business, operations, affairs or financial condition of INE or Data
     Fortress Group to any persons, entity or group in connection with the
     acquisition or distribution of any securities of INE or Data Fortress
     Group, or any amalgamation, merger consolidation, arrangement,
     restructuring, refinancing, sale of any material assets or part thereof INE
     or Data Fortress Group, unless such action, matter or transaction is part
     of the transactions contemplated in this Agreement in Principle or is
     satisfactory to, and is approved in writing in advance by the other party
     hereto or is necessary o carry on the normal course of business.

27.  Shareholder Approval: INE will use its best efforts to ensure that its
     shareholders approve the Data Fortress Acquisition which the Exchange
     requires that the shareholders approve before it approves the Data Fortress
     Acquisition.

28.  Canadian Venture Exchange Approval: This Agreement is subject to the
     approval of the Exchange, which INE covenants to use its best efforts to
     obtain as soon, as reasonably possible. In addition, The Data Fortress
     Group covenants to use their best efforts to assist INE in obtaining such
     approval.

29.  Entire Agreement: This Agreement is the entire agreement between the
     parties. The parties intend that this Agreement in principle will be
     binding upon them terminated or superceded by the Share Exchange Agreement
     referred to herein.

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30.  Execution in Counterpart And By Fax: This Agreement may be signed by fax
     and in counterparts, each of which will be deemed to be an original and all
     of which will together constitute an original.


Would you kindly indicate your agreement to the terms contained herein by
signing this below.

Yours truly,

iaNett International Systems Ltd.
(Formerly called WSI Interactive Corporation)

Per:    /s/ Theo Sandidas
        ------------------------------------
        Theo Sanidas, President & CEO

We hereby agree to the terms of this Agreement:

Data Fortress Technologies Ltd.
                                                                c/s

Per:
    ----------------------------------------
        Michael Chong, Director


Pacific Ram Distribution Corp.

                                                                 C/S
Per:_______________________________
        Michael Chong, Director


Connect West Networks Ltd.

                                                                 C/S
Per:______________________________
        Michael Chong, Director


------------------------------
Michael Chong

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

CK Chong

------------------------------
Jordan Krushen

------------------------------
Andy Chong

------------------------------
Rick Thomas