SHARE PURCHASE AGREEMENT

           THIS AGREEMENT made as of this 23rd day of December, 2004,

B E T W E E N:
                        BRIAN V. SHIPSTON (hereinafter called "Brian")
                        and THOMAS GOODFELLOW (hereinafter called "Tom")
                        (collectively hereinafter referred to as "the Vendor")

                                                                         - AND -

                        THINKPATH INC.
                        (hereinafter called the "Purchaser")

INTENT OF THE AGREEMENT

         WHEREAS Brian is the registered owner of one hundred (100) of the
issued and outstanding common shares of TBM Technologies Inc. a company
incorporated under the provisions of the ONTARIO BUSINESS CORPORATIONS ACT,
hereinafter referred to as the "Corporation" which carries on business as a
design engineering firm located at 400 Carlingview Drive, Toronto, Ontario, M9W
5X9 ("the Location");

         AND WHEREAS Tom is the registered owner of one hundred (100) of the
issued and outstanding common shares of the Corporation;

         AND WHEREAS the shares owned by Brian and by Tom in the Corporation,
referred to above, are all of the shares issued and outstanding with respect to
it, and are hereinafter referred to as "the Purchased Shares";

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

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

         THE PARTIES HEREBY COVENANT, PROMISE AND AGREE AS FOLLOWS:

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



<PAGE>


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

           (b) "CLIENTS" means individuals, organizations and companies that
               have done business with the Corporation or received a quote or
               response to an RFP from the Corporation, or who have been
               targeted through written approach by the Corporation as potential
               clients within a period of three (3) years prior to the Effective
               Date.

           (c) "CLOSING" means the completion of the transactions outlined in
               this Agreement.

           (d) "CLOSING DATE" means , 2004 or such other date as the Purchaser
               may identify, on five (5) days written notice to the Vendor.

           (e) "CORPORATION'S ACCOUNTANT" means DRM Consulting Service Inc.

           (f) "DOLLARS" means the lawful currency of Canada.

           (g) "EFFECTIVE DATE" means November 1, 2004.

           (h) "EFFECTIVE DATE FINANCIAL STATEMENTS" means the Financial
               Statements of the Corporation to be prepared by the Corporation's
               Accountants, in a manner consistent with Canadian generally
               accredited accounting principles and with previous Financial
               Statements of the Corporation and at the expense of the Vendor,
               and which shall be completed as quickly as possible but not later
               than two (2) months following Closing.

           (i) "EXCLUDED ASSETS" means the lease of the Location.

           (j) "EXISTING CONTRACTS" means the contracts and agreements listed on
               Schedule "A".

           (k) "GROSS SALES" means the gross amount of sales by the Corporation
               to Clients, excluding taxes thereupon and excluding refunds or
               credits issued to Clients.

           (l) "PRE-CLOSING LIABILITIES" means the liabilities of the
               Corporation as of the Effective Date.

           (m) "POST-CLOSING LIABILITIES" means the liabilities of the
               Corporation after the Effective Date.

           (n) "PURCHASED BUSINESS" means the design engineering business
               carried on from the Location and/or elsewhere, by the
               Corporation, including the provision of professional services to
               Clients.

           (o) "PURCHASE PRICE" means the sum of the amounts set forth as such,
               according to the provisions of Section 3.




                                      -2-
<PAGE>


           (p) "PURCHASED SHARES" means the issued and outstanding common shares
               of the Corporation which are owned by the Vendor.

           (q) " VENDOR'S ACCOUNTS RECEIVABLE" means the accounts due to the
               Corporation from Clients, billed before the Effective Date.

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

3.00.      PAYMENT OF THE PURCHASE PRICE Subject to the provisions of Section 5
           the Purchase Price shall be Three Hundred Thousand Dollars
           ($300,000.00) to be paid and satisfied as follows. The Purchaser
           shall pay and satisfy the Purchase Price through the issuance of new
           common shares of the Purchaser, from its Treasury, in such number as
           is required to reflect the amount of the Purchase Price based on the
           price of the Purchaser's shares on the OTC:BB at the close of
           business on the Effective Date (the "New Shares"), which shares shall
           be allocated to Brian and Tom in proportion to their current
           shareholdings in the Corporation. The Vendor acknowledges that the
           Shares are subject to a regulatory lock-up period of twelve (12)
           months from the Effective Date.

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

           "A" (para.1(j)) Existing Contracts
           "B" (para. 7(g)) Financial Statements to August 31, 2004 and a
               Statement of Income and Expense for the period September 1, 2004
               to October 31, 2004
           "C" (para. 7(j)) Assets of the Corporation
           "D" (para. 7(k)) Bank Accounts of the Corporation
           "E" (para. 7(l)) Claims against the Corporation
           "F" (para. 7(p)) Lease
           "G" (para. 7(q)) Independent Contractor Agreement
           "H" (para. 7(t)) Employees of the Corporation
           "I" (para. 7(u)) Clients
           "J" (para. 8(e)) Release
           "K" (para. 8(i)) Non-Solicitation
           "L" (para. 8(j)) Indemnity
           "M" (para. 8(l)) Insurance
           "N" (para. 8(r)) Loans

5.00.      BASIS FOR PURCHASE PRICE

           (a) The parties acknowledge that the Purchase Price has been struck
               on the basis of the Vendor's representation that Gross Sales for
               the year from September 1, 2003 to August 31, 2004 amounts to at
               least CDN$500,000.00.



                                      -3-
<PAGE>


           (a) Any disputes concerning monies owing pursuant to this Agreement,
               shall be settled within 30 days of written notice. If the parties
               cannot settle within 30 days, a Chartered Accountant or another
               third party professional shall be appointed jointly and paid
               jointly by the parties, to render a binding settlement. If the
               parties cannot agree to the selection of a Chartered Accountant
               or another third party professional, the dispute shall be
               resolved by binding arbitration in accordance with the provisions
               of the ARBITRATION ACT, then in force in the Province of Ontario.
               The determination or order made by the Arbitrator shall be final
               and binding.

           (b) Subject to anything else referred to in this Agreement, there
               shall be no adjustment in the Purchase Price.

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

7.00.      REPRESENTATIONS AND WARRANTIES OF THE VENDOR Each of Brian and Tom
           represents and warrants, jointly and severally, to the Purchaser as
           follows:

           (a) EXISTENCE, AUTHORIZED AND ISSUED CAPITAL - The Corporation is
               incorporated and existing under the ONTARIO BUSINESS CORPORATIONS
               ACT, with authorized capital, consisting of an unlimited number
               of Common shares and an unlimited number of Preference shares and
               the issued and outstanding capital shares on Closing shall
               consist of two hundred (200) Common Shares and NIL Preference
               Shares.

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

           (c) OWNERSHIP OF SHARES - Brian and Tom are all of the registered and
               beneficial owners of all of the shares of the Corporation, and
               have the authority to enter this Agreement. The shares of the
               Corporation are owned as follows:

                        Brian V. Shipston        100  Common     nil  Preference
                        Thomas Goodfellow        100 Common      nil  Preference



                                      -4-
<PAGE>


           (d) TITLE TO THE PURCHASED SHARES - The Purchased Shares on Closing
               will be free and clear of all agreements, claims, liens, security
               interests and encumbrances.

           (e) NO SHARES HELD - The Corporation holds no shares of other
               companies.

           (f) NO CONFLICT WITH OTHER AGREEMENTS - The execution and delivery of
               this Agreement does not, and the completion of this Agreement
               will not violate any of the terms and provisions of the by-laws
               of the Corporation and/or any agreements to which the Corporation
               or its shareholders, are bound.

           (g) FINANCIAL STATEMENTS

               (i)  The Financial Statements of the Corporation for the fiscal
                    year ended the 31st day of August, 2004, a copy of which is
                    attached hereto as Schedule "B", presents fairly, in all
                    material respects, the financial position of the Corporation
                    as of that date and the results of its operations for the
                    period then ended, prepared in accordance with Canadian
                    generally accepted accounting principles applied on a basis
                    consistent with preceding years. Such statement reflects all
                    assets and all liabilities (contingent or otherwise) of the
                    Corporation as such date.

               (ii) No liability of the Corporation has been incurred since the
                    above-noted fiscal year end, except in the ordinary course
                    of business.

           (i) The additional financial data for the stated period following the
               period covered by the above-noted financial statements, which is
               also a part of Schedule "B", also presents fairly, in all
               material respects, the financial position of the Corporation as
               of that date and the results of its operations for the period
               then ended,

           (h) PAYMENT OF TAX - The Corporation has filed all Federal and
               Provincial tax returns required to be filed for the period to and
               including October 31, 2004 and is aware of no actual or
               threatened investigation inquiry, claim or challenge to those
               filings by any such authority.

           (i) MINUTE BOOKS - The Minute Book of the Corporation is complete and
               accurately reflect all actions taken by its board of directors
               and shareholders.

           (j) TITLE TO EQUIPMENT AND LEASES - Attached as Schedule "C"is a list
               of the assets which are owned by the Corporation as at the
               Effective Date. In addition, included with the assets of the
               Corporation on the Closing Date shall be its unfettered and
               unchallenged right to use the trade name or style "TBM
               Technologies" as well as all current websites associated with the
               Purchased Business. All the assets specified in Schedule "C"
               shall be in good working order and free of encumbrance, except
               where indicated on Schedule "C". The Corporation has good and
               marketable title to all the aforementioned assets. None of the
               aforementioned assets is leased.


                                      -5-
<PAGE>


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

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

           (m) RESIDENCE OF VENDOR - The Vendor is a resident of Canada for the
               purposes of the INCOME TAX ACT (Canada).

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

           (o) LICENSES AND APPOINTMENTS - With respect to the Purchased
               Business, the Corporation holds any and all necessary licences
               and permits that may be required to carry on business in the
               design engineering field, and it is not the subject of any
               action, or under notice of action, which could result in the loss
               or suspension thereof.

           (p) LEASE OF PREMISES - The occupancy of the Location by the
               Corporation, is subject to an oral lease ("the Lease") the
               particulars of which are set forth in Schedule "F", which the
               Vendor represents to be in good standing. The Corporation's
               obligations under the Lease will be terminated, as at the date to
               be identified by the Purchaser (which date shall fall after the
               Effective Date) and the Vendor shall indemnify and save harmless
               the Corporation and the Purchaser with respect to all expenses
               incurred by either of them with respect to the Location or the
               Lease.

           (q) SERVICES OF BRIAN AND TOM - Each of Brian and Tom shall, for a
               period of two (2) years following Closing and through the
               intermediary of a company controlled by them jointly, be retained
               as a consultant to the Corporation according to the terms and
               conditions of the Independent Contractor Agreement in form and
               substance as attached as Schedule "G", and shall provide
               assistance in the orderly continuance of the Purchased Business
               and the Corporation's relationship with its Clients. Each of
               Brian and Tom represents and warrants that he will use his best
               efforts to ensure that the Gross Sales for the Purchased Business
               will be retained, if not increased, when compared to the amount
               thereof for the year to August 31, 2004.



                                      -6-
<PAGE>

           (r) CLIENTS - The Vendor has no knowledge of the past loss or the
               potential future loss of any Clients whose contribution to Gross
               Sales is material.

           (s) TRADE STYLE - The Trade Style "TBM Technologies" has not been
               registered by the Corporation but the Vendor is aware of no
               challenge to the Corporation's right to use such trade style.

           (t) EMPLOYEES - Attached as Schedule "H" is a list of the current
               employees (full-time and part-time) of the Corporation together
               with each employee's start date, salary review date, current
               salary, current vacation entitlement and other benefits, and
               other information. There are no contract staff or outside sales
               representatives associated with the Corporation, except as listed
               on Schedule "H". There are no unions or collective bargaining
               agreements or entitlements affecting any of the employees and the
               Vendor are aware of no attempts to organize any. By executing
               this Agreement, each of the Vendors confirms that he has resigned
               his employment with the Corporation as at the Closing Date has no
               employment-related claims against it, and will execute such
               documentation as may be required in order to confirm the
               termination of such relationship on such date.

           (u) CLIENTS - Attached as Schedule "I" is a list of the current
               Clients of the Corporation, as of the Effective Date, in both
               hard and soft copy format.

8.00.    CONDITIONS OF CLOSING FOR THE BENEFIT OF THE PURCHASER The Closing is
         subject to the following terms and conditions, all of which are for the
         benefit of and may be waived by the Purchaser, and all of which are to
         be fulfilled on or performed at or prior to the time of Closing:

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



                                      -7-
<PAGE>


           (b) COMPLIANCE WITH AGREEMENT - All of the acts and undertakings of
               the Vendor set out herein have been performed.

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

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

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

           (f) CORPORATE ACTS - At the time of Closing, all appropriate actions
               shall have been taken to effect the transfer of the Shares
               contemplated hereby including but not limited to the approval of
               the Board of Directors of the Corporation to the transfer of the
               Shares.

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



                                      -8-
<PAGE>


           (h) PRE-CLOSING LIABILITIES - LEFT INTENTIONALLY BLANK.

           (i) NON-SOLICITATION COVENANT - The Vendor shall provide on
                  Closing a Non-solicitation Convenant.

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

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

           (l) SHAREHOLDERS' LOANS -The Vendor shall assign all outstanding
               shareholders' loans to the Purchaser, on or before the Closing.

           (m) LEASES - The Vendor shall have provided an Undertaking,
               satisfactory to the Purchaser to the effect that he will provide
               to the Purchaser within thirty (30) days of the termination of
               the lease of the Location written confirmation that the lease is
               terminated and no liability remains with respect to the
               Corporation.

           (n) INDEPENDENT CONTRACTOR'S AGREEMENT - The Independent Contractor
               Agreement referred to in paragraph 7(q) shall have been signed by
               both parties.

           (o) EXCLUDED ASSETS - The Vendor shall have provided evidence
               satisfactory to the Purchaser that the Excluded Asset has been or
               will be treated as not being an asset







                                      -9-
<PAGE>

-1-


                  of the Corporation on the Effective Date, and that any expense
                  incurred by the Corporation after the Effective Date with
                  respect to an Excluded Asset shall be reversed, in favour of
                  the Purchaser.

           (p) DUE DILIGENCE - LEFT INTENTIONALLY BLANK.

           (q) ORDINARY COURSE - The Vendor shall have carried on the Purchased
               Business in the ordinary course during the period between October
               14, 2004 and the date of Closing and there have been no material
               adverse changes in the business or financial condition or
               prospects of the Corporation.

           (r) LOANS - The Vendor shall have provided:

               i)   proof satisfactory to the Purchaser that the loans listed on
                    Schedule "N" (which the Vendor represents and warrants to be
                    a complete and accurate listing of all loans outstanding
                    against the Corporation) are no greater than the November 1,
                    2004 amounts cited, and

               ii)  proof satisfactory to the Purchaser of the written consent
                    to the within transaction by the Business Development Bank
                    of Canada, and National Leasing and Hewlett-Packard.

9.         CONDITIONS OF CLOSING FOR THE BENEFIT OF THE VENDOR The Closing is
           subject to the following terms and conditions, all of which are for
           the benefit of and may be waived by the Vendor and all of which are
           to be fulfilled on or performed at or prior to the time of Closing:

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

           (b) COMPLIANCE WITH AGREEMENT - All of the acts and undertakings of
               the Purchaser set out herein have been performed.

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

           (d) VENDOR'S ACCOUNTS RECEIVABLE - The Purchaser shall ensure that
               all cheques received relating to the Vendor' s Accounts
               Receivable by the Corporation for services fully rendered on or
               before the Effective Date shall be paid to the Vendor upon
               receipt of said monies. The Vendor may require such accounts to
               be assigned to the Vendor or his nominee and in that event the
               Vendor shall be responsible for the collection of all the
               Vendor's Accounts Receivable.



                                      -10-
<PAGE>


           (e) CONSULTING CONTRACT - The Independent Contractor's Agreement that
               is referred to in paragraph 7(q) shall have been signed by both
               parties.

           (f) UNDERTAKING - The Purchaser shall provide an undertaking (the
               "Undertaking") that, in the event that the total of:

               i)   the fair market value of the New Shares on the fifteen (15)
                    month anniversary of the Effective Date (the "Anniversary"),
                    as determined by the OTC:BB on the Anniversary, plus

               ii)  the total consideration received or receivable for any or
                    all of such New Shares that may have been sold, at arm's
                    length and for fair market value, prior to the Anniversary

                  is less than the Purchase Price, it will forthwith issue to
                  the Vendor (in the same proportion as the New Shares are
                  issued) further new shares of the Purchaser, from its
                  Treasury, in such number (the "Further Shares") as is required
                  such that the value on the Anniversary of:

               iii) the fair market value of the New Shares that are still owned
                    by the Vendor, as determined by the OTC:BB on the
                    Anniversary, plus

               iv)  the total consideration received or receivable for any or
                    all of such New Shares that may have been sold, bona fide,
                    at arm's length and for fair market value, prior to the
                    Anniversary, plus

                  v)       the fair market value of the Further Shares

                  is equal to the Purchase Price. The parties agree that this is
                  a one-time adjustment/guarantee."


           (g) EXPENSE UNDERTAKING - The Purchaser shall provide an undertaking
               (the "Expense Undertaking") to reimburse the Vendor for up to
               Five Thousand Dollars ($5,000.00) of legal, accounting or other
               professional expense relating to this Agreement, such payment to
               be made forthwith upon receipt of written evidence of the
               account(s) and a general description of the work done by
               professionals acting at arm's length from the Vendor. In all
               other regards, each party shall bear its own expenses.

10.00.     CLOSING ARRANGEMENTS

           i)  DELIVERIES BY THE PURCHASER The Purchaser agrees to deliver the
               following on the Closing Date:



                                      -11-
<PAGE>


           (a) the New Shares;
           (b) the Undertaking;
           (c) the Certificate as set out in Section 9(c); and (i) the Expense
               Undertaking.

           ii) CLOSING DELIVERIES BY THE VENDOR The Vendor agrees to deliver the
               following, in regard to the Corporation, on the Closing Date:

           (a) Transfer of Shares duly endorsed to the Purchaser or such nominee
               as the Purchaser may direct;
           (b) Resignation of Officers and Directors;
           (c) the Certificate as set out in Section 8 (c);
           (d) the Included Assets;

           (ii) All other documents or items referred to herein as being
               required of the Vendor.

           iii) TIME AND PLACE The Closing shall take place at the offices of
               Heifetz, Crozier, Law, solicitors for the Purchaser at 10:00 a.m.
               or such other time as the parties mutually agree. Time to be of
               the essence.

           iv) ANNOUNCEMENT The Purchase shall be entitled to make any public
               announcement with respect to the transaction contemplated by the
               Agreement, and nothing herein shall impair the ability of the
               Purchaser to make such filings as it may legally be obliged to
               effect.

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

12.00.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES All representations,
           warranties, covenants, undertakings, indemnities and agreements made
           by any of the parties in or pursuant to this Agreement shall survive
           the Closing and any investigation at any time made by or on behalf of
           any party shall not be considered waived by consummation of the
           Closing notwithstanding knowledge of any breach. Representations and
           warranties made by any of the parties in or pursuant to the Agreement
           shall however only survive the Closing for a period of five (5)
           years, except insofar as they relate to income tax obligations, which
           representations and warranties shall survive seven (7) years, except
           in the case of fraud in which case they shall survive indefinitely.



                                      -12-
<PAGE>


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

14.00.     NOTICE Any notice or document required or permitted to be given
           hereunder shall be in writing and may be given by delivering same, or
           sending the same by telegram, telex, facsimile or other similar means
           of telecommunications or by prepaid ordinary mail addressed to the
           party at the address set out on the face page of this Agreement.
           Notice so mailed shall be deemed to have been given and received on
           the fifth business day after deposit in a post office or public
           letter box, except in the event of an interruption in postal service,
           in which case, notice shall not be given by mail. Notice given by
           telegram, telex, facsimile or other similar means of
           telecommunications shall be deemed to have been given and received on
           the first business day after the sending of such notice. Notice given
           by delivery shall be deemed to have been given and received on the
           date it is delivered. Any party to this Agreement may change their
           address for service from time to time by notice given in accordance
           with the foregoing.

         For purposes of this Agreement, notices to the Vendor shall be
addressed to:

                2186 Joyce Street,
                Burlington, Ontario,
                L7R 2B5

         and in the case of the Purchaser to:

                201 West Creek Blvd.                       Heifetz, Crozier, Law
                Brampton, Ontario                AND       10 King Street East
                L6T 5S6                                    6th Floor
                                                           Toronto, Ontario
                                                           M5C 1C3

15.00.     BINDING EFFECT This Agreement shall bind and benefit the parties
           hereto and their respective heirs, executors, administrators,
           successors and permitted assigns. The Purchaser shall be entitled to
           assign this Share Purchase Agreement in its sole and unfettered
           discretion.

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




                                      -13-
<PAGE>




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

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

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

20.00.     AMENDMENTS, WAIVER, ETC. This Agreement shall not be amended or
           modified in any respect except by written instrument signed by the
           parties hereto. No waiver of any breach of any term or provision of
           this Agreement shall be effective or binding unless made in writing
           and signed by the party purporting to give the same and, unless
           otherwise provided, shall be limited to the specific breach waived.
           The failure of a party to insist upon strict adherence to any term of
           this Agreement on any occasion shall not be considered a waiver or
           deprive that party of the right thereafter to insist upon strict
           adherence to that term or any other term of this Agreement.

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

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

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

24.00.     BROKER Each party confirms to the other that it has not engaged the
           services of a broker, nor benefited from the services thereof, and
           will indemnify the other in the event that a claim for fees is
           launched by a third party contrary to this representation.





                                      -14-
<PAGE>

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

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

SIGNED, SEALED AND DELIVERED                         )
               in the presence of                    )
                                                     ) /S/  BRIAN V. SHIPSTON
                                                     )
                                                     ---------------------------

Witness                                              ) BRIAN V. SHIPSTON
                                                     )
                                                     ) /S/  THOMAS GOODFELLOW
-----------------------------                        ) -------------------------
Witness                                              ) THOMAS GOODFELLOW
                                                     )
                                                     )
                                                     )
                                                     ) /S/  DECLAN FRENCH
                                                       ------------------
                                                     ) THINKPATH INC.
                                                     ) per: Declan French
                                                     ) I have the
                                                       authority to bind
                                                       the corporation.