EXHIBIT 3.26
                            SHARE EXCHANGE AGREEMENT

THIS AGREEMENT dated for reference the 31st day of March, 2002.

BETWEEN:

                  Michael Chong

                  CK Chong

                  Andy Chong

                  Jordan Krushen

                  Rick Thomas

                   (individually a "Vendor" and collectively the "Vendors")

                                                               OF THE FIRST PART

and:
                  Ianett international systems ltd. a company duly incorporated
                  under the laws of the Province of British Columbia and having
                  its registered and records office at 1200 - 999 West Hastings
                  Street, Vancouver, B.C., V6C 2W2

                  (hereinafter called the "Purchaser")
                                                              OF THE SECOND PART
AND:
                  DATA FORTRESS TECHNOLOGIES GROUP (2002) INC., a company duly
                  incorporated under the laws of the Province of British
                  Columbia and having its head office at LM - 1281 West Georgia
                  Street, Vancouver, BC

                  (the "Company")
                                                               OF THE THIRD PART

                                      -82-
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WHEREAS:

4.       A. The Vendors are the legal and beneficial owners of all of the issued
         and outstanding shares in the capital stock of the Company;

5.       B. The Vendors wish to sell and the Purchaser wishes to purchase all of
         the issued and outstanding shares in the capital stock of the Company
         (the "Company Shares"); and

C.       The Vendors have agreed to sell to the Purchaser and the Purchaser has
         agree to purchase from the Vendors the Company Shares, with the
         intention that the Vendors effect a Reverse Take-Over of the Purchaser
         ("RTO"), upon and subject to the terms and conditions herein set forth,
         it being the intention of the parties hereto that the purchase price
         for the Company Shares will be the fair market value thereof and that
         for income tax purposes the parties hereto will elect that the Company
         Shares shall be transferred at an amount equal to the agreed election
         amount as determined solely by the Vendor (the "Agreed Election
         Amount"), as hereinafter defined, plus costs of disposition,
         respectively, pursuant to subsection 85(1) of the Income Tax Act (the
         "Tax Act")

NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged by the parties), the parties
covenant and agree as follows:
                                      -83-
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                                    SECTION 1
                                 INTERPRETATION
1.1      Definitions.

         (a)      "Agreement" means this agreement;

         (b)      "Business" means the business carried on by the Company and
                  its three wholly owned subsidiaries, Data Fortress
                  Technologies Ltd., Connect West Networks Ltd. and Pacific Ram
                  Distribution Corp. (collectively the "Subsidiaries") which
                  provides collocation 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;

         (c)      "Closing" means the completion of the purchase and sale of the
                  Company Shares on the Closing Date and occurring at the
                  offices of Fraser and Company, Barristers and Solicitors,
                  Suite 1200, 999 West Hastings Street, Vancouver, B.C. V6C 2W2
                  at 10:00 a.m. Vancouver time;

         (d)      "Closing Date" means a date which is three business days
                  following the approval of this Agreement by the Exchange;

         (e)      "Employees" means all present employees and staff of the
                  Company;

         (f)      "Exchange" means the Canadian Venture Exchange;

         (g)      "Premises" means the land and buildings described in the
                  sub-lease which are occupied by the Company and its
                  Subsidiaries to carry on the Business, and having an address
                  at LM - 1281 West Georgia Street, Vancouver, BC;

         (h)      "Purchase Price" means the sum described in Section 3.1.

         (i)      "Vendor" is a resident of Canada for purposes of the Tax Act.

                                      -84-
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                                    SECTION 2
                       SALE AND PURCHASE OF COMPANY SHARES

2.1      Sale and Purchase of Company Shares. Each of the Vendors agrees to sell
         and the Purchaser agrees to purchase all of the Company Shares owned by
         such Vendors upon the terms and conditions herein contained. The number
         of Company Shares owned by each of the Vendors is as follows:

                                          NO. OF
         NAME OF VENDOR               COMPANY SHARES
         -------------------------------------------
         Michael Chong                   8,566,667

         Ck Chong                        8,566,667

         Andy Chong                      3,033,333

         Jordan Krushen                  5,533,333

         Rick Thomas                     4,300,000
         -------------------------------------------
         Total                          30,000,000

                                      -85-
<PAGE>
                                    SECTION 3
                                 PURCHASE PRICE

3.1      Amount of Purchase Price. In consideration of the sale of the Company
         Shares by the Vendors to the Purchaser, the Purchaser agrees to issue
         30,000,000 shares to the Vendors at a deemed value of $0.10 per share.
         The number of Purchaser shares to be issued is as follows:

                                           NO. OF
         NAME OF VENDOR              PURCHASER SHARES
         --------------------------------------------
         Michael Chong                   8,566,667

         Ck Chong                        8,566,667

         Andy Chong                      3,033,333

         Jordan Krushen                  5,533,333

         Rick Thomas                     4,300,000
         -----------------------------------------
         Total

3.2      The Vendors acknowledge that all Purchaser Shares held by persons who
         will be principals of the Purchaser at the time of the Exchange notice
         confirming final acceptance of the RTO must be placed in escrow and be
         released in schedules in accordance with Exchange policy. The Vendors
         also acknowledge that the Exchange may impose similar escrow
         restrictions on Vendors who are not principals.

3.3      Signatories Until Purchase Price Paid. Until the Purchase Price is paid
         in full, one of either Gordon A. Samson or Marcus New either alone or
         together with any additional signatories designated by the Purchaser,
         shall sign all cheques issued by the Company.

3.4      Disclosure by Purchaser and the Company Until Purchase Price Paid.
         Until the Purchase Price is paid in full, the controller of the Company
         and the Purchaser shall provide financial information to each other
         concerning the Company and the Purchaser, provided at all times that
         provision of such financial information shall not contravene the
         disclosure rules binding the Company and the Purchaser.


                                    SECTION 4
                 LOAN BY TO THE COMPANY, COSTS AND FINDER'S FEE

4.1      Loan. As a condition of the sale of the Company Shares to the Purchaser
         and the issuance of the Shares Vendors, the Purchaser has agreed and
         has advanced a total of $25,000 to the Company (see the loan agreement
         attached as Schedule 4.1) This advanced loan is to fund related
         regulatory expenses on behalf of the Company relating to the
         Acquisition including a year end audit and any related stub periods.

4.2      Purchaser Obligations. The Purchaser agrees that in the event that the
         sale of the Company's Shares shall not be completed and this Agreement
         is consequently terminated, by either party, the Company shall not be
         obligated to repay the Purchaser those expenses as set out in Section
         4.1.
                                      -86-
<PAGE>
4.3      Purchaser Costs. Except for the conditions in paragraph 4.1 herein, all
         of the costs for the Exchange sponsorship fees and the RTO application
         fees shall be borne by the Purchaser.

4.4      Finder's Fee. If the RTO completes, the Purchaser agrees to pay a
         finder's fee to Calderan Ventures Ltd. of up to 5% of the value of the
         transaction, in accordance with the finders fee agreement (attached as
         Schedule 4.4) and subject to Exchange approval.


                                    SECTION 5
                       BOARD OF DIRECTORS OF THE PURCHASER

5.1      Appointment of Additional Directors. On the Closing Date, the Board of
         the Directors of the Purchaser will be increased from three to seven.
         The Purchaser will hold a shareholders meeting to approve the RTO, the
         increase in the number of directors to seven, and the election of new
         directors of which five directors will be nominees appointed by the
         Company to be recommended to the shareholders by management of the
         Purchaser,


                                   SECTION 6
                  REPRESENTATIONS AND WARRANTIES OF THE VENDORS

6.1      Representations and Warranties of the Vendors. To induce the Purchaser
         to enter into and complete the transactions contemplated by this
         Agreement, each of the Vendors individually represent and warrant, as
         of the date hereof and as of the Closing Date, that:

         (a)      such Vendor has due and sufficient right and authority to
                  enter into this Agreement on the terms and conditions herein
                  set forth and to sell and transfer the legal and beneficial
                  title and ownership of the Company Shares to the Purchaser;

         (b)      none of the Vendors are non-residents of Canada within the
                  meaning of the Income Tax Act (Canada);

         (c)      the execution, delivery and performance of this Agreement and
                  the completion of the transactions contemplated hereby will to
                  the best of his knowledge and belief:

                  (i)      not constitute a breach by such Vendor of any
                           statute, bylaw or regulation or of the Company's
                           memorandum or articles of association;

                  (ii)     not result in a breach of any terms or provisions, or
                           constitute a default under any agreement, indenture,
                           mortgage, instrument, judgment or decree to which
                           such Vendor is a party or by which such Vendor is
                           bound; and

                  (iii)    not result in the creation of any lien, encumbrance
                           or other charge on the Company Shares;

         (d)      the Company Shares were issued in accordance with Securities
                  Act of BC and the Regulations and the applicable laws of the
                  Province of British Columbia;

         (e)      such Vendor is the registered and beneficial owner of his
                  respective Company Shares and has good and marketable title to
                  his Company Shares, and such Company Shares are free and clear
                  of all liens, claims, charges and encumbrances of every nature
                  and kind whatsoever;
                                      -87-
<PAGE>
         (f)      the execution and delivery of this Agreement and the
                  completion of the transaction contemplated hereby will not
                  cause or otherwise result in any tax liability relating to the
                  Company Shares other than capital gains taxes payable by such
                  Vendor;

         (g)      such Vendor has no information or knowledge of any facts
                  relating to the Company or the Business if known to the
                  Purchaser, might reasonably be expected to deter the Purchaser
                  from completing the transaction of purchase and sale herein
                  contemplated;

         (h)      no certificate furnished by or on behalf of the Vendors to the
                  Purchaser at the Closing in respect of the representations,
                  warranties, and covenants of the Vendors herein will contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements contained
                  therein not misleading;

         (i)      such Vendor acknowledges and agrees that the Purchase Price it
                  is going to receive is the Purchaser Shares and the Vendor has
                  the capacity to protect its own interest in connection with
                  the acquisition of the Purchaser Shares and is capable of
                  evaluating the merits and the risks of an investment in the
                  Purchaser by reason of its business and financial knowledge
                  and experience;

         (j)      such Vendor is acquiring the Purchaser Shares for investment
                  for its own account and not as a nominee or agent and not with
                  a view to, or for resale in connection with, any distribution
                  thereof.

         (k)      such Vendor represents and acknowledges that it has been
                  solely responsible for its own due diligence investigation of
                  the Purchaser, its management and business, for its own
                  analysis of the merits and risks of this investment and for
                  its own analysis of the terms of investment and that in taking
                  any action or performing any role relative to the proposed
                  investment, it has acted solely in its own interest and that
                  neither it, nor any of its agents and employees have acted as
                  agents, employees, partners or fiduciaries of any other person
                  or as an agent of the Purchaser or as an issuer, underwriter,
                  broker, dealer or investment adviser relative to this
                  investment;

         (l)      such Vendor understands that the Purchaser has a limited
                  operating history and that investment in the Purchaser
                  involves substantial risks. Such Vendor further understands
                  that the acquisition of the Purchaser Shares would be a highly
                  speculative investment.

6.2      Representations and Warranties in Closing Documents. All statements
         contained in a certificate or other instrument delivered by or on
         behalf of the Vendors pursuant hereto or in connection with the
         transactions contemplated hereby shall be deemed to be representations
         and warranties by the Vendors hereunder.

6.3      Survival of Representations and Warranties. The representations and
         warranties of the Vendors contained in this Agreement shall survive the
         Closing and the payment of the Purchase Price and, notwithstanding the
         Closing and the payment of the Purchase Price, the representations and
         warranties of the Vendors shall continue in full force and effect for
         the benefit of the Purchaser.

6.4      Reliance. The Vendors acknowledge and agree that the Purchaser has
         entered into this Agreement relying on the warranties and
         representations and other terms and conditions of this Agreement as a
         portion of the information the Purchaser is relying on in making the
         decision to enter into this Agreement.

                                      -88-
<PAGE>
                                    SECTION 7
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

7.1      Representations and Warranties of the Company. To induce the Purchaser
         to enter into and complete the transactions contemplated by this
         Agreement, the Company represents and warrants, as of the date hereof
         and as of the Closing Date, that:

         (a)      the execution, delivery and performance of this Agreement and
                  the completion of the transactions contemplated hereby will to
                  the best of the Company's knowledge and belief:

                  (i)      not constitute a breach by the Company of any
                           statute, bylaw or regulation or of the Company's
                           memorandum or articles of association;

                  (ii)     not result in a breach of any terms or provisions, or
                           constitute a default under any agreement, indenture,
                           mortgage, instrument, judgment or decree to which the
                           Company is a party or by which the Company is bound;
                           and

                  (iii)    not result in the creation of any lien, encumbrance
                           or other charge on the Company Shares;

         (b)      the authorized capital of the Company consists of 100,000,000
                  common shares with no par value of which 30,000,000 common
                  shares are issued and outstanding. All of the issued shares of
                  the Company are held by the Vendors;

         (c)      the Company Shares are duly authorized, validly issued and
                  outstanding as fully paid and non-assessable shares and
                  constitute 100% of all of the issued and outstanding shares in
                  the capital of the Company;

         (d)      no person, firm or corporation has any agreement or option or
                  a right capable of becoming an agreement for the purchase of
                  the Purchaser Shares, any other shares in the capital of the
                  Company owned by the Vendors or any right capable of becoming
                  an agreement for the purchase, subscription or issuance of any
                  of the unissued shares in the capital of the Company;

         (e)      the Company has three wholly owned subsidiaries, Data Fortress
                  Technologies Ltd., Connect West Networks Ltd. and Pacific Ram
                  Distribution Corp. (collectively the "Subsidiaries") and the
                  Company and the Subsidiaries have the corporate power to carry
                  on the businesses carried on by it and is duly qualified to
                  carry on business in the Province of British Columbia;

         (f)      the Company and the Subsidiaries hold all licenses and permits
                  as may be requisite for carrying on its business in the manner
                  in which it has heretofore been carried on;

         (g)      the Company and the Subsidiaries are company duly incorporated
                  under the laws of the Province of British Columbia and are
                  valid and subsisting companies in good standing under the laws
                  of the Province of British Columbia;

         (h)      the Company has never owned any real property and the Premises
                  are sub-leased to the Company from CK and BK Chong (the
                  "Landlord"), and a true and complete copy of such sub-lease is
                  attached as Schedule 7.1(h) to this Agreement;

         (i)      the Company and the Subsidiaries carry on business in the
                  Province of British Columbia and do not carry on business in
                  any other province or territory of Canada nor in another
                  country.

         (j)      no dividend declared by the Company or the Subsidiaries have
                  remained unpaid;
                                      -89-
<PAGE>
         (k)      except for the payment of salaries, bonuses, sales commission
                  and reimbursement for out-of-pocket expenses in the ordinary
                  course, at Closing the Company or the Subsidiaries will not be
                  indebted to any of the Vendors, or any director, officer or
                  employee of the Company, any affiliate or associate or any of
                  them, on any account whatsoever, other than what is disclosed
                  in the September 30, 2001 stub interim financial statements;

         (l)      Schedule 7.1(l) contains a true and complete list of all
                  obligations, commitments and indebtedness of, and security
                  given by, the Company and the Subsidiaries and the Company and
                  the Subsidiaries will not have any other outstanding
                  indebtedness or any other liabilities. ;

         (m)      all accounts receivable of the Company and the Subsidiaries
                  recorded in the books of the Company and the Subsidiaries are
                  bona fide, good and collectible without set-off or
                  counterclaim except as contained in Schedule 7.1(m);

         (n)      the memorandum and articles of the Company and the
                  Subsidiaries have not been altered since the incorporation of
                  the Company and the registers of members, registers of
                  directors, and the minutes of members and directors meetings
                  of the Company and the Subsidiaries contained in the minute
                  book of the Company and the Subsidiaries are accurate and
                  complete and document all material occurrences and actions of
                  the Company and the Subsidiaries since incorporation, and all
                  meetings of directors and shareholders have, since
                  incorporation, been duly held;

         (o)      Schedule 7.1(o) contains a true and complete list and
                  description of all of the Company's or the Subsidiaries'
                  written contracts, bonus plans, undertakings or arrangements
                  with Employees, lessees, licensees, managers, accountants,
                  suppliers, agents, distributors, officers, directors, lawyers
                  or others;

         (p)      Schedule 7.1(p) contains a true and complete list of all the
                  Employees of the Company and the Subsidiaries and sets forth
                  their job descriptions, terms of employment (including hourly
                  rate and rate of annual remuneration, dates and amounts of the
                  most recent salary increases and benefits) and the duration of
                  their employment with the Company or the Subsidiaries.
                  Schedule 7.1(o) also sets forth the names of all Employees who
                  are on disability, maternity or other authorized leave or who
                  are receiving workers' compensation or short or long-term
                  disability benefits. The Employees are not unionized, there is
                  no collective bargaining agreement between the Company or the
                  Subsidiaries and their Employees and the Vendor is not aware
                  of any formal attempts to organize or unionize the Employees
                  of the Company or the Subsidiaries, but is aware of rumoured
                  attempts at same presently and in the past, although no formal
                  presentation has been made to management. There have not been
                  any labour difficulties or work stoppages or threats thereof
                  affecting the Business;

         (q)      all information necessary for the calculation of any tax
                  liability of the Company or the Subsidiaries has been or will
                  prior to the Closing Date be disclosed to the Purchaser;

         (r)      the execution and delivery of this Agreement and the
                  completion of the transaction contemplated hereby will not
                  cause or otherwise result in any tax liability relating to the
                  Company Shares other than capital gains taxes payable by such
                  Vendor;

         (s)      the Company and the Subsidiaries maintain insurance against
                  loss or damage to its property and with respect to public
                  liability as is in accordance with prudent business practice;

                                      -90-
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         (t)      there is no basis for and there are no actions, suits,
                  judgements, investigations or proceedings outstanding or
                  pending or to the knowledge of the Company, the Subsidiaries
                  or any of the Vendors threatened against or affecting the
                  Company or the Subsidiaries at law or in equity or before or
                  by any federal, provincial, municipal or other governmental
                  department, commission, board, bureau or agency;

         (u)      to the best of the Vendors' knowledge, the Company or the
                  Subsidiaries are not in breach of any laws, ordinances,
                  statutes, regulations, by-laws, orders or decrees to which
                  they are subject or which apply to them;

         (v)      attached hereto as Schedule 7.1(v) are true and complete
                  copies of the Company's and the Subsidiaries audited financial
                  statements for the fiscal year ended March 31, 2001 and
                  unaudited financial statements for the fiscal quarter ending
                  November 30, 2001 (the "Company's Financial Statements");

         (w)      since the date of the most recent Company or the Subsidiaries
                  Financial Statements there has not been:

                  (i)      any changes in the condition or operations of the
                           Business, assets or financial affairs of the Company
                           or the Subsidiaries which are or may be, individually
                           or in the aggregate, materially adverse or which are
                           outside the ordinary and normal course of business;

                  (ii)     any damage, destruction or loss, labour trouble or
                           other event, development or condition (whether or not
                           covered by insurance) which has not been disclosed to
                           the Purchaser, which has or may adversely affect the
                           Business, assets, properties or future prospects of
                           the Company or the Subsidiaries;

         (x)      since the date of the most recent Company and Subsidiaries
                  Financial Statements, the Company and the Subsidiaries have
                  not:

                  (i)      increased or agreed to increase the pay of, or paid
                           or agreed to pay any pension, bonus, share or profits
                           or other similar benefit to, any director, employee
                           or officer or former director, employee or officer of
                           the Company or the Subsidiaries except the reasonable
                           amounts as a normal course of business;

                  (ii)     made payments of any kind to or on behalf of such
                           Vendor or any affiliate or associate of such Vendor
                           or under any management agreement save and except
                           business related expenses and salaries in the
                           ordinary course of the Business and at the regular
                           rates payable to them and payout of shareholder and
                           related Company or the Subsidiaries debts;

                  (iii)    declared or paid any dividend, made any distribution
                           of its shares, redeemed or purchased any of its
                           shares, or reduced its authorized or issued capital;
                           or

                  (iv)     authorized or agreed or otherwise become committed to
                           do any of the foregoing.

                  (v)      except as disclosed in Schedule 7.1(y) the Business
                           and its assets comply with all applicable laws,
                           judgments, decrees, orders, injunctions, rules,
                           statutes and regulations of all courts, arbitrators
                           or governmental authorities;

         (y)      the Company and the Subsidiaries do not have any guarantees
                  with respect to the obligations of any other person and has no
                  indemnities or contingent or indirect obligations with respect
                  to the obligation of any other person; and

                                      -91-
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         (z)      Schedule 7.1(z) contains a true and complete list of the
                  domain names, patents, service marks, trade names, trademarks,
                  industrial designs, or industrial property rights
                  (collectively, "Intellectual Property") held by or registered
                  in the name of the Company or the Subsidiaries.

7.2      Representations and Warranties in Closing Documents. All statements
         contained in a certificate or other instrument delivered by or on
         behalf of the Company hereto or in connection with the transactions
         contemplated hereby shall be deemed to be representations and
         warranties by the Company hereunder.

7.3      Survival of Representations and Warranties. The representations and
         warranties of the Company contained in this Agreement shall survive the
         Closing and the payment of the Purchase Price and, notwithstanding the
         Closing and the payment of the Purchase Price, the representations and
         warranties of the Company shall continue in full force and effect for
         the benefit of the Purchaser.

7.4      Reliance. The Company acknowledges and agrees that the Purchaser has
         entered into this Agreement relying on the warranties and
         representations and other terms and conditions of this Agreement as a
         portion of the information the Purchaser is relying on in making the
         decision to enter into this Agreement.


                                    SECTION 8
                            COVENANTS OF THE VENDORS

8.1      Vendors' Covenants. Each of the Vendors individually covenants and
         agrees with the Purchaser that from and after the date of execution of
         this Agreement to the Closing Date each of the Vendors will to the best
         of his ability ensure the execution and delivery of all documents and
         instruments required to be executed and delivered by the Vendors
         hereunder and will take all steps and proceedings and execute such
         further assurances and documents as may be required to effect the
         transfer to and register the Company Shares in the name of the
         Purchaser and to fulfill the terms and conditions of this Agreement.

8.2      Indemnity by the Vendors. Without prejudicing any other remedy
         available to the Purchaser at law or in equity, the Vendors shall
         indemnify and save harmless the Purchaser from and against any and all
         costs, losses, damages or expenses suffered or incurred by the
         Purchaser in any manner arising out of or relating to:

         (a)      any representation or warranty of the Vendors set forth in
                  this Agreement being untrue or incorrect or the failure of the
                  Vendors to observe or perform any of their obligations
                  pursuant hereto;

         (b)      any misrepresentation in or omission from any certificate or
                  other instrument furnished to the Purchaser hereunder; and

         (c)      any and all actions, suits, proceedings, demands, assessments,
                  judgments, costs and legal and other expenses incident to any
                  of the foregoing.

8.3      Indemnity by Michael Chong, Ck Chong, Andy Chong, Jordan Krushen And
         Rick Thomas. Without prejudicing any other remedy available to the
         Purchaser at law or in equity, Michael Chong, Ck Chong, Andy Chong,
         Jordan Krushen And Rick Thomas shall indemnify and save harmless the
         Purchaser from and against any and all costs, losses, damages or
         expenses suffered or incurred by the Purchaser in any manner arising
         out of or relating to any and all indebtedness or liability of the
         Company existing at the time of the Closing which was not disclosed in
         writing to the Purchaser by them.

                                      -92-
<PAGE>
                                    SECTION 9
                            COVENANTS OF THE COMPANY

9.1      Company's Covenants. The Company covenants and agrees with the
         Purchaser that from and after the date of execution of this Agreement
         to the Closing Date the Company will to the best of its ability:

         (a)      conduct and cause each of the Subsidiaries to conduct its
                  business in the ordinary and normal course and will not do or
                  fail to do anything that would result in the representations
                  and warranties of the Company herein not to be true and
                  correct at the time of Closing;

         (b)      give and cause each of the Subsidiaries to give the Purchaser
                  and its representatives full and complete access to the
                  Premises and books and records of the Company and the
                  Subsidiaries, authorize all government agencies or offices to
                  disclose to the Purchaser and its representatives any
                  information concerning the Company and the Subsidiaries and
                  the Business which the Purchaser considers relevant and will
                  furnish, and will require the Company's and the Subsidiaries'
                  bankers, accountants / auditors and other advisors to furnish
                  to the Purchaser all financial and operating data and other
                  information with respect to the Business, the Company and the
                  Subsidiaries as the Purchaser shall request providing the
                  Purchaser signs a non-disclosure agreement;

         (c)      execute and deliver all documents and instruments required to
                  be executed and delivered by the Company hereunder and will
                  take all steps and proceedings and execute such further
                  assurances and documents as may be required to effect the
                  transfer to and register the Company Shares in the name of the
                  Purchaser and to fulfill the terms and conditions of this
                  Agreement;

         (d)      deliver to the Purchaser true and complete copies of all
                  contracts and other documents and instruments disclosed in
                  this Agreement or in the Schedules hereto and will not amend
                  any of them or enter into any other contract without the prior
                  written consent of the Purchaser which will not be reasonably
                  withheld;

         (e)      execute and deliver on the Closing Date the statutory
                  declarations contemplated by Sections 14.1(b) and 14.2(f)
                  hereof dated the Closing Date in a form reasonably
                  satisfactory to the Purchaser's solicitors;

         (f)      obtain all necessary shareholders and directors resolutions to
                  effect the transactions contemplated by this Agreement and do
                  all other things reasonably necessary to facilitate the
                  transactions contemplated herein;

         (g)      immediately notify the Purchaser of any state of facts which
                  may reasonably result in a representation or warranty
                  contained herein being untrue or incorrect in any material
                  respect, or which may result in the nonfulfillment of any
                  condition set forth herein;

         (h)      maintain all existing insurance coverage with respect to the
                  Business and Premises in full force and effect until
                  completion of the Closing;

         (i)      ensure that Michael Chong, Rick Thomas, Jordan Krushen, Gordon
                  Samson and Shone Anstey ("Employees") enter into management
                  agreements with the Company effective as of the Closing Date
                  on the terms and conditions satisfactory to the Company and
                  the employees.
                                      -93-
<PAGE>
         (j)      arrange for the Company's (consolidated with the Subsidiaries)
                  Financial Statements for the year ending March 31, 2001 to be
                  audited by Leung, Meents & Harrop, the Company's auditor; and

         (k)      provide the Purchaser with evidence to its satisfaction that
                  the Company and the Subsidiaries are current in the payment of
                  all salaries and other remunerations, taxes, charges, levies,
                  fees, deductions and remittances pursuant to the Income Tax
                  Act, the Canada Pension Plan, the Unemployment Insurance Act,
                  the Medical and Health Care Services Act, the Workers'
                  Compensation Act and any other applicable legislation or
                  contractual requirements.

9.2      Indemnity by the Company. Without prejudicing any other remedy
         available to the Purchaser at law or in equity, the Company shall
         indemnify and save harmless the Purchaser from and against any and all
         costs, losses, damages or expenses suffered or incurred by the
         Purchaser in any manner arising out of or relating to:

         (a)      any representation or warranty of the Company set forth in
                  this Agreement being untrue or incorrect or the failure of the
                  Company to observe or perform any of its obligations pursuant
                  hereto;

         (b)      any and all indebtedness or liability of the Company existing
                  at the time of the Closing which was not disclosed in writing
                  to the Purchaser by the Company;

         (c)      any misrepresentation in or omission from any certificate or
                  other instrument furnished to the Purchaser hereunder; and

         (d)      any and all actions, suits, proceedings, demands, assessments,
                  judgments, costs and legal and other expenses incident to any
                  of the foregoing.

                                   SECTION 10
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

10.1     Representations and Warranties of the Purchaser. The Purchaser
         represents and warrants, as of the date hereof and the Closing Date,
         that:

         (a)      the Purchaser is a company duly incorporated under the laws of
                  the Province of British Columbia and is a "reporting issuer"
                  as defined under the BC and Alberta Securities Act and an
                  "exchange issuer" as defined under the BC Act, its shares are
                  listed for trading on the Canadian Venture Exchange, on the
                  OTC Bulletin Board in the United States and on the third
                  segment "Freiverkehr" of the Frankfurt Stock Exchange in
                  Germany and; the Purchaser is a valid and subsisting company
                  in good standing with the Registrar of Companies (British
                  Columbia) with respect to the filing of its Annual Returns and
                  its filings are current with the British Columbia and Alberta
                  Securities Commissions;

         (b)      the Purchaser has full and absolute right, power and authority
                  to enter into this Agreement on the terms and conditions
                  herein set forth and to enter into the transactions
                  contemplated hereby and to issue the Purchaser Shares to the
                  Vendors on the Closing Date;

                                      -94-
<PAGE>
         (c)      the Agreement, once duly executed, and delivered by the
                  Purchaser will constitute a legal, valid and binding
                  obligation of the Purchaser in force or against the Purchaser
                  in accordance with the terms herein;

         (d)      no proceedings have been taken or authorized by the Purchaser
                  or to the knowledge of the Purchaser by any person with
                  respect to the bankruptcy, insolvency, liquidation,
                  dissolution or winding up of the Purchaser or with respect to
                  any amalgamation, merger, consolidation, arrangement or
                  reorganization related to the Purchaser;

         (e)      the authorized capital stock of the Purchaser consists of
                  100,000,000 common shares without par value and 20,000,000
                  Preferred shares with a par value of $0.001, of which
                  16,121,328 common shares are issued and outstanding as of the
                  date hereof, all of which have been duly and validly
                  authorized to be issued in accordance with the applicable laws
                  and validly outstanding, fully paid and non-assessable;

         (f)      as of the Closing Date there will be:

                  (i)      no outstanding options, warrants, rights of first
                           refusals, other rights to purchase any shares of the
                           Purchaser or any other securities other than as
                           disclosed in schedule 10.1)(l)(i) and 10.1(l)(ii);

                  (ii)     no other commitments of any kind of the issuance of
                           additional shares of the Purchaser, other than
                           disclosed herein;

         (g)      all the Purchaser Shares will be issued to the Vendors
                  hereunder in compliance with applicable laws and articles of
                  the Purchaser and would be issued as fully paid and
                  non-assessable and free and clear of all liens, charges,
                  encumbrances and trading restrictions other than as may be
                  imposed by BC and Alberta laws;

         (h)      the directors and officers of the Purchaser are as follows:

                  Name of Directors                           Positions
                   and Officers                                 Held
                  --------------------------------------------------------------
                  Gordon Samson                   President, CFO and Director
                  Shone Antsey                    Director
                  Marcus New                      Secretary and Director

         (i)      attached hereto as Schedule 10.1(o) are true and complete
                  copies of the Purchaser's audited financial statements for the
                  three fiscal years ended June 30, 1999, June 30, 2000 and June
                  30, 2001 and unaudited financial statements for the quarter
                  ended December 31, 2001 (the "Purchaser's Financial
                  Statements");

         (j)      the Purchaser's Financial Statements are being prepared in
                  accordance with the Canadian GAAP and presents fairly the
                  financial position results of operations and statements of
                  changes in the Purchaser's financial position for the period
                  indicated;
                                      -95-
<PAGE>
         (k)      no adverse material changes in the affairs of the Purchaser
                  have occurred since December 31, 2001 and there are no
                  liabilities contingent or otherwise of the Purchaser which are
                  not disclosed or reflected in the Purchaser's Financial
                  Statements;

         (l)      there are no litigation proceedings, investigations, planned
                  or threatened against the Purchaser nor does the Purchaser
                  know or have grounds to know of any basis for any litigation
                  proceeding or investigation against the Purchaser except as
                  disclosed in writing to the Vendors;

         (m)      since December 31, 2001 , the Purchaser's business has been
                  operated substantially in accordance with all laws, rules,
                  regulations, orders to comply with the regulatory authorities
                  and there has not been:

                  (i)      any event or change in the circumstances or
                           liabilities of the Purchaser that has had or which
                           the Purchaser may expect to have a material adverse
                           effect on the Purchaser or its business;

                  (ii)     any change in liabilities of the Purchaser that has
                           had, or which the Purchaser may expect to have, a
                           material adverse effect on the Purchaser;

                  (iii)    any incident, assumption or guarantee of any
                           indebtedness for borrowed money by the Purchaser;

                  (iv)     any payments by the Purchaser in respect of any
                           indebtedness of the Purchaser for borrowed money or
                           in satisfaction for any liabilities of the Purchaser
                           other than in the ordinary course of business;

                  (v)      the creation, assumption or sufferance of the
                           existence of any lien or any assets reflected on the
                           Purchaser's Financial Statements;

                  (vi)     any transaction or commitment made, or any contract
                           entered into by the Purchaser;

                  (vii)    any grant of any severance, continuation or
                           termination paid to any directors, officers,
                           stockholders or employees of the Purchaser or the
                           entering into of any employment deferred compensation
                           or other similar agreement or amendment or variation
                           to any such existing agreement;

                  (viii)   any change by the Purchaser in its accounting
                           principals, methods or practices or in the manner it
                           keeps its books and records;

                  (ix)     any distribution, dividend, bonus, management fee or
                           other payment by the Purchaser to any of its
                           respective officers, directors, stockholders or
                           affiliates or any of their respective affiliates or
                           associates; and

                  (x)      any material capital expenditures or commitment by
                           the Purchaser or material sale, assignment, transfer,
                           lease or other dispositions of or agreement to sell,
                           assign, transfer, lease or otherwise dispose of any
                           assets of property by the Purchaser other than in the
                           ordinary course of business;

                                      -96-
<PAGE>
         (n)      there are no contracts or indebtedness between the Purchaser
                  and any of its shareholders, affiliates, or associates of any
                  of its shareholders other than disclosed herein;

         (o)      there are no material contracts to which the Purchaser is a
                  party other than as specified in this Agreement;

         (p)      the operation of the Purchaser's business has not violated or
                  infringed any BC or Alberta securities laws or regulations;

         (q)      the Purchaser will meet the minimum listing requirement of the
                  Exchange upon completion of the RTO;

         (r)      all tax returns and reports of the Purchaser required by law
                  to be filed prior to the date hereof have been filed and
                  substantially true, complete and correct and all taxes and
                  other government changes have been paid or accrued in the
                  Purchaser's Financial Statements;

         (s)      the information contained in the documents, certificates and
                  written statements including this Agreement and the
                  attachments thereto furnished by the Purchaser to the Vendors,
                  is true and complete in all material respects and does not
                  omit to state any material facts necessary in order to make
                  the statements therein;

         (t)      there are no facts known to the Purchaser that has not been
                  disclosed to the Vendors in writing that could reasonably have
                  a material adverse effect on the Purchaser;

         (u)      the Purchaser is acquiring the Company Shares for investment
                  in its own account and not as a nominee or agent and not with
                  a view to or for resale in connection with any distributions
                  thereof in the United States. The Purchaser understands that
                  the Company Shares have not been and will not be registered
                  under the US Act and the applicable state laws by reason of a
                  specific exemption from the registration provisions of the US
                  Act and the state laws, the availability of which depends
                  upon, among other things, the bona fide nature of the
                  investment intent and the accuracy of the Purchaser's
                  representations as expressed herein;

         (v)      the Purchaser is not a U.S. person and is not acquiring the
                  Company Shares for the account or benefit of any U.S. person;

                                   SECTION 11
                           covenants of the Purchaser

11.1     Covenants of the Purchaser. The Purchaser covenants and agrees with the
         Company and the Vendors that:

         (a)      it will pay on the Closing Date the Purchase Price in the
                  manner described in this Agreement;

         (b)      it will advance Twenty Five ($25,000) Dollars to the Company,
                  as set out in the loan agreement between the Purchaser and the
                  Company in Schedule 11.1(b) attached hereto, and which is
                  referred to in Section 4.1, by way of a loan from the
                  Purchaser which monies will be used for satisfying audit and
                  legal costs with regard to the regulatory requirements of this
                  transaction;
                                      -97-
<PAGE>
         (c)      from and after the date of this Agreement until the Closing,
                  as soon as the Purchaser has determined that a state of facts
                  exists which results in or will result in any representation
                  or warranty contained in this Agreement being untrue or
                  incorrect in any material respect on the Closing Date, the
                  Purchaser will notify the Company and the Vendors of such
                  state of facts;

         (d)      it will apply for Exchange approval of the RTO and this
                  Agreement; and

         (e)      it will attend to obtaining shareholders' approval of the RTO
                  and this Agreement.

11.2     Indemnity by the Purchaser. The Purchaser shall indemnify and save
         harmless the Company and the Vendors from and against any and all
         costs, losses, damages or expenses suffered or incurred by the Company
         and the Vendors in any manner arising out of or relating to:

         (a)      any misrepresentation or nonfulfillment of any covenant on the
                  part of the Purchaser under this Agreement; and

         (b)      any and all actions, suits, proceedings, demands, assessments,
                  judgments, costs and legal and other expenses incident to any
                  of the foregoing.

                                   SECTION 12
       CONDITIONS PRECEDENT TO THE VENDORS' AND THE COMPANY'S OBLIGATIONS

12.1     Vendors' and the Company's Conditions Precedent. The Vendors' and the
         Company's obligations to carry out the transactions contemplated in
         this Agreement are subject to fulfillment of the following conditions
         on the Closing Date, unless and to the extent waived by the Vendors and
         the Company, namely, that the Purchaser shall have fulfilled all of its
         obligations hereunder, including, without limitation, its obligation to
         pay the Purchase Price to the Vendors as provided herein and its
         obligation to advance the Shareholder's Loan to the Company pursuant to
         section 4.1 herein and

         (a)      all covenants and agreements of the Purchaser to be performed
                  on or before the Closing Date pursuant to the terms and
                  conditions of this Agreement have been duly performed;

         (b)      on or before the Closing Date, no injunction or restraining
                  order of a court or administrative tribunal of competent
                  jurisdiction shall be in effect which prohibits the
                  transactions contemplated hereunder and no action or
                  proceeding shall have been instituted and remain pending
                  before any such court or administrative tribunal to restrain
                  or prohibit the transactions contemplated hereby; and

(c)               the representations and warranties of the Purchaser contained
                  in this Agreement shall be true on and as of the Closing Date
                  with the same effect as though such representations and
                  warranties had been made on and as of the Closing Date.

12.2     Conditions for Benefit of the Vendors and the Company. The conditions
         described in Section 12.1 are for the exclusive benefit of the Vendors
         and the Company and such conditions may be waived in whole or in part
         by the Vendors and the Company on or prior to the Closing Date by
         delivery to the Purchaser of a written waiver to that effect, signed by
         the Vendors and the Company.
                                      -98-
<PAGE>
                                   SECTION 13
               CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS

13.1     Purchaser's Conditions Precedent. Notwithstanding anything herein
         contained, the obligation of the Purchaser to complete the purchase of
         the Company Shares is conditional upon the fulfillment of the following
         conditions precedent:

         (a)      all covenants and agreements of the Vendors and the Company to
                  be performed on or before the Closing Date pursuant to the
                  terms and conditions of this Agreement have been duly
                  performed;

         (b)      on or before the Closing Date, no injunction or restraining
                  order of a court or administrative tribunal of competent
                  jurisdiction shall be in effect which prohibits the
                  transactions contemplated hereunder and no action or
                  proceeding shall have been instituted and remain pending
                  before any such court or administrative tribunal to restrain
                  or prohibit the transactions contemplated hereby;

         (c)      the Purchaser has obtained Exchange and shareholder approvals
                  of this Agreement;

         (d)      the Management Agreements described in Schedules 13.1(d) have
                  been duly executed and delivered;

         (e)      the representations and warranties of the Vendors contained in
                  this Agreement shall be true on and as of the Closing Date
                  with the same effect as though such representations and
                  warranties had been made on and as of the Closing Date;

         (f)      the representations and warranties of the Company contained in
                  this Agreement shall be true on and as of the Closing Date
                  with the same effect as though such representations and
                  warranties had been made on and as of the Closing Date; and

         (g)      since the date hereof and prior to the Closing Date, no loss
                  or damage by fire, negligence or otherwise shall occur to the
                  Business or Premises.

13.2     Conditions for Benefit of Purchaser. The preceding conditions are for
         the exclusive benefit of the Purchaser and such conditions must be
         fulfilled as described in subsection 14.1 or may be waived in whole or
         in part by the Purchaser on or prior to the date referred to therein by
         delivery to the Vendors and the Company of a written waiver to that
         effect, signed by the Purchaser.

                                   SECTION 14
                              DELIVERIES AT CLOSING

14.1     Vendors' Deliveries. At the Closing, the Vendors shall deliver or cause
         to be delivered to the Purchaser:

         (a)      share certificate(s) representing the Company Shares issued in
                  the name of the Vendors, duly endorsed for transfer to the
                  Purchaser; and

         (b)      Statutory Declaration sworn by each of Michael Chong, Ck
                  Chong, Andy Chong, Jordan Krushen And Rick Thomas , a form of
                  which is attached as Schedule 14.1(b) hereto, certifying that
                  the representations and warranties of the Vendors set forth in
                  this Agreement are true and correct as of the Closing Date.

                                      -99-
<PAGE>
14.2     Company's Deliveries. At the Closing, the Company shall deliver or
         cause to be delivered to the Purchaser:

         (a)      a legal opinion prepared by the solicitors for the Company in
                  the form and substance satisfactory to the Purchaser's
                  solicitors, dated the Closing Date to the effect that:

                  (i)      the Company is a company duly incorporated under the
                           laws of the Province of British Columbia and is a
                           valid and subsisting company in good standing under
                           the laws of the Province of British Columbia ;

                  (ii)     all necessary corporate proceedings have been taken
                           to permit the Company Shares to be duly and validly
                           transferred to and registered in the name of the
                           Purchaser;

         (b)      any consent, approval or notification required by any
                  governmental authority or any party to any contract or
                  agreement in connection with this Agreement, except any
                  approval required by the Purchaser from any regulatory body to
                  which the Purchaser must report as a public company;

         (c)      certified copy of resolutions of the directors of the Company
                  authorizing the transfer of the Company Shares, the
                  registration of the Company Shares in the name of the
                  Purchaser and the issuance of share certificates representing
                  all of the Company Shares registered in the name of the
                  Purchaser;

         (d)      share certificate representing all of the Company Shares
                  registered in the name of the Purchaser, signed by the
                  directors of the Company;

         (e)      certified copy of the register of members of the Company
                  showing the Purchaser as the registered owner of the Company
                  Shares;

         (f)      Statutory Declaration sworn by the Company, a form of which is
                  attached as Schedule 14.2(f) hereto, certifying that the
                  representations and warranties of the Company set forth in
                  this Agreement are true and correct as of the Closing Date;

         (g)      duly signed management agreements that are substantially in
                  the same form as the management agreements attached as
                  Schedule 13.1(d);

         (h)      sub-lease duly signed by the Landlord;

         (i)      all such instruments of transfer, duly executed, which in the
                  opinion of the Purchaser's Solicitor acting reasonably, are
                  necessary to effect and evidence the transfer of the Shares to
                  the Purchaser free and clear of all liens, charges and
                  encumbrances whatsoever; and

14.3     Purchaser's Deliveries. At the Closing, the Purchaser shall deliver or
         cause to be delivered to the Company and the Vendors:

         (a)      written confirmation that the Exchange has approved this
                  transaction;

         (b)      minutes of a shareholders' meeting approving the RTO and this
                  Agreement;

         (c)      Statutory Declaration sworn by the Purchaser, a form of which
                  is attached as Schedule 14.3(c) hereto, certifying that the
                  representations and warranties of the Purchaser set forth in
                  this Agreement are true and correct as of the Closing Date;

                                     -100-
<PAGE>
         (d)      evidence that the $25,000 Shareholder's Loan has been advanced
                  to the Company; and

         (e)      a legal opinion prepared by the solicitors for the Purchaser
                  in the form and substance satisfactory to the Company and the
                  Vendors, dated the Closing Date.

14.4     Purchaser's Deliveries. At the Closing, the Purchaser shall deliver or
         cause to be delivered to the Vendors certificates for the Purchaser
         Shares registered in the name of the Vendors in accordance with section
         3.1 herein;

14.5     Closing Escrow. All documents and cheques shall be delivered in escrow
         and all matters of payment, execution, delivery of closing documents
         shall be deemed to be concurrent requirements and it is specifically
         agreed that nothing will be complete at the Closing until everything
         required to complete the Closing has been paid, executed, delivered or
         fully registered, as the case may be.

                                   SECTION 15
                                RELEASE OF CLAIMS

15.1     By executing this Agreement, each Vendor voluntarily releases the
         Company, its directors and affiliates and assigns from any and all
         manner of actions, causes of actions, suits, proceedings, debts, dues,
         profits, expenses, contracts, damages, claims, demands and liabilities
         whatsoever, in law or equity, whether known or unknown, suspected or
         unsuspected, which the Vendors ever had, now have, or may have against
         the Company for or by reason of any matter, cause or thing whatsoever
         done or omitted to be done by the Company up to the Closing. Each
         Vendor hereby declares that in making this release it is understood and
         agreed that it relies wholly on his/her own judgment, belief and
         knowledge and the nature of this release has not been influenced to any
         extent whatsoever in making this release by any representation or
         statement regarding the rights of the parties hereto made by the
         Company or any person or persons representing the Company and the terms
         of this release are contractual and not a mere recital.

                                   section 16
                            SUBSECTION 85(1) ELECTION

16.1     The Vendor and the Purchaser covenant, acknowledge and agree that they
         shall make the requisite joint elections in the prescribed form and
         within the prescribed time limit pursuant to subsection 85(1) of the
         Tax Act in connection with the transactions contemplated hereby. It is
         the intention of the parties that:

         1.       the Purchase Price for each of the Company Shares will be the
                  aggregate fair market thereof as of the Effective Date;

         2.       for income tax purposes the parties will elect that the
                  Company Shares shall be transferred at the amount set forth as
                  the Agreed Election Amount in the prescribed election form
                  filed in respect of the transaction contemplated hereby; and

         3.       the Agreed Election Amount becomes and is deemed to be the
                  proceeds of disposition for the Vendor of the Company Shares
                  transferred by the Vendor to the Purchaser pursuant to this
                  agreement, and the Purchaser's cost of the Class A Shares.

16.2     The parties covenant and agree to execute and file such other documents
         and instruments as may be necessary or advisable to effect compliance
         with subsection 85(1) of the Tax Act and such other provisions of the
         Tax Act as may be applicable.
                                     -101-
<PAGE>
16.3     The President or any officer of the Purchaser shall do such further
         acts and things as he, in his discretion, deems necessary or desirable
         for the purpose of giving effect to this agreement including, without
         limiting the generality of the foregoing, executing and delivering on
         behalf of and under the seal of the Purchaser, or otherwise, an
         election in the prescribed form, pursuant to subsection 85(1) of the
         Tax Act in connection with the transaction contemplated by this
         agreement.

                                   section 17
                               GENERAL PROVISIONS

17.1     Time of Essence.  Time shall be of the essence of this Agreement.

17.2     No Merger and Survival. The representations, warranties, covenants,
         indemnities and agreements contained in this Agreement or pursuant
         hereto shall not merge at the Closing and shall survive and continue in
         full force and effect from the Closing Date.

17.3     Notice. All notice, waiver or other communication required or permitted
         to be given hereunder shall be in writing and signed by or on behalf of
         such party and shall be given to the other party by delivery thereto,
         or by sending by prepaid registered mail, telex or facsimile to the
         address of the other party as herein set forth or to such other address
         of which notice is given, and any notice shall be deemed not to have
         been sufficiently given until it is received. Any notice or other
         communication contemplated herein shall be deemed to have been received
         on the day delivered, if delivered, on the fourth business day
         following the mailing thereof, if sent by registered mail, and the
         second business day following the transmittal thereof, if sent by telex
         or facsimile. If normal mail, telex or facsimile service shall be
         interrupted by strike, slowdown, force majeure or other cause, the
         party sending the notice shall utilize any of the such services which
         have not been so interrupted or shall deliver such notice in order to
         ensure prompt receipt of same by the other party.

17.4     Waiver. No waiver of any of the provisions of this Agreement will be
         deemed or will constitute a waiver of any other provision (whether or
         not similar) nor will any waiver constitute a continuing waiver unless
         otherwise expressly provided.

17.5     Regulatory Approval. This Agreement is subject to approval by the
         Exchange.

17.6     Modifications and Approvals. No amendment, modification, supplement,
         termination or waiver of any provision of this Agreement will be
         effective unless in writing signed by the appropriate party and then
         only in the specific instance and for the specific purpose given.

17.7     Further Assurances. Each of the parties hereby covenants and agrees to
         execute any further and other documents and instruments and to do any
         further and other things that may be necessary to implement and carry
         out the intent of this Agreement.

17.8     Enurement and Assignment. This Agreement will enure to the benefit of
         and will be binding upon the Vendors and the Company and the Purchaser,
         and their respective personal representatives, heirs, executors,
         administrators, successors and permitted assigns. Neither party will
         assign its rights or obligations under this Agreement or any part
         thereof.
                                     -102-
<PAGE>
17.9.    Counterparts. This Agreement may be executed in counterparts or by
         facsimile and each such Agreement or facsimile so executed shall be
         deemed to be an original and such counterparts together shall
         constitute one and the same Agreement.

17.10    Severability. If any one or more of the provisions contained in this
         Agreement should be invalid, illegal or unenforceable in any respect,
         the validity, legality and enforceability of such provision or
         provisions shall not in any way be affected or impaired thereby in any
         other jurisdiction and the validity, legality, and enforceability of
         the remaining provisions shall not in any way be affected or impaired
         thereby in any other jurisdiction and the validity, legality and
         enforceability of the remaining provisions contained herein shall not
         in any way be affected or impaired thereby.

17.11    Included Words. Words importing the singular include the plural and
         vice-versa, and words importing gender include all genders.

17.12    Entire Agreement. This Agreement, together with the Schedules hereto,
         constitutes the entire agreement between the parties pertaining to the
         subject matter hereof and supersedes all prior agreements,
         understandings, negotiations and discussions whether oral or written,
         of the parties and there are no warranties, representations or other
         agreements between the parties in connection with the subject matter
         hereof except as specifically set forth herein.

17.13    Headings. The section and subsection headings are included solely for
         convenience, are not intended to be full or accurate descriptions of
         the content, or to be considered part of this Agreement.

17.14    Governing Law. This Agreement shall be construed and enforced in
         accordance with the laws of the Province of British Columbia, and the
         laws of Canada applicable therein, and will be treated in all respects
         as a British Columbia contract.

17.15    Confidentiality. In the event that the transactions contemplated in
         this Agreement are not concluded, the parties hereto agree that all
         information received or obtained hereunder or pursuant thereto shall be
         kept confidential except such information as may be required to be
         disclosed or published by regulatory bodies having jurisdiction and any
         and all material received by the Purchaser from the Vendors relating to
         the business of the Company shall be returned to the Vendors.

                                     -103-
<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement on the date first
above written.
The Vendors

                                             Michael Chong

                                                 CK Chong

                                            Jordan Krushen

                                               Andy Chong

                                               Rick Thomas
The Purchaser
iaNett International Systems Ltd.

Per:
         Authorized Signatory

Per:
         Authorized Signatory




The Company
DATA FORTRESS TECHNOLOGIES GROUP (2002) INC.


Per:
         Authorized Signatory

Per:
         Authorized Signatory

                                     -104-
<PAGE>
                  List of Schedules to Share Purchase Agreement
--------------------------------------------------------------------------------
                      Page of
Schedule              Agreement         Content of Schedule

    4.1                      3          Loan Agreement
--------------------------------------------------------------------------------

    4.4                      4          Finder's Fee Agreement
--------------------------------------------------------------------------------

    7.1(h)                   6          Sub-Lease
--------------------------------------------------------------------------------

    7.1(l)                   6          Obligations, indebtedness and security
                                        given of the Company
--------------------------------------------------------------------------------
    7.1(m)                   6          List of accounts receivable of the
                                        Company and the Subsidiaries
--------------------------------------------------------------------------------
    7.1(o)                   7          Contracts etc. of the Company and the
                                        Subsidiaries
--------------------------------------------------------------------------------
    7.1(p)                   7          List of employees and details of
                                        employment
--------------------------------------------------------------------------------
    7.1(v)                   7          Company's (consolidated) audited and
                                        unaudited Financial Statements
--------------------------------------------------------------------------------
   10.1(l)(i) and           11          List of outstanding options, warrants
                                        and right of first  refusals of the
   10.1(l)(ii)                          Purchaser
--------------------------------------------------------------------------------
   10.1(o)                  11          Purchaser's audited and unaudited
                                        Financial Statements
--------------------------------------------------------------------------------
   13.1(d)                  15          Management agreements
--------------------------------------------------------------------------------
   14.1(b)                  15          Statutory  Declaration by Michael Chong,
                                        Ck Chong, Andy Chong, Jordan Krushen
                                        And Rick Thomas
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   14.2(f)                  16          Statutory Declaration by the Company
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   14.3(c)                  16          Statutory Declaration by the Purchaser
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