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                                                                    EXHIBIT 4.38

                            AMENDING AGREEMENT NO. 2

         THIS AMENDING AGREEMENT NO. 2 ("AGREEMENT") is dated for reference the
4th day of September 2001.

AMONG:

         686545 ALBERTA INC., 1187247 ONTARIO INC. AND 1188273 ONTARIO INC.
(together the "VENDORS")

AND:

         JOE FRANKLIN, RUSSELL ROBERTS and FRANK DEL COGLIANO (collectively, the
"PRINCIPALS")

AND:

         COMMERCIAL CONSOLIDATORS CORP., 5255 Yonge Street, Suite 1010, Toronto,
Ontario, M2N 6P4 (herein called the "PURCHASER").

WHEREAS:

         The parties hereto entered into a share purchase agreement dated for
reference November 28, 2000 (the "SHARE PURCHASE AGREEMENT"), pursuant to which
the Vendors sold to the Purchaser all of the outstanding shares in the capital
of Max Systems Group, Inc., an Alberta corporation; and

         The parties hereto entered into an amending agreement to the Share
Purchase Agreement dated for reference June 18, 2001 ("AMENDMENT NO. 1"); and

         In connection with the consummation of the transactions contemplated by
the Share Purchase Agreement (a) the Purchaser and the Pledge Agent entered into
the Pledge Agreement, which is dated December 28, 2000, and (b) the Purchaser,
the Vendors and the Escrow Agent entered into the Escrow Agreement, which is
dated December 28, 2000; and

         The parties are desirous of (a) further clarifying the parties intent
as to the acquisition of the Company by amending the Share Purchase Agreement,
as amended by Amendment No. 1, in the manner detailed herein, and (b) amending
the Pledge Agreement and the Escrow Agreement in the manner detailed herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties covenant
and agree as follows:



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1.       PURPOSE OF AGREEMENT; CAPITALIZED TERMS.

         (a) Each of the parties hereto do hereby acknowledge and agree that
under the laws of Canada and under generally accounting principles ("GAAP")
prevailing in Canada (i) the Purchaser took control over the business and
operations of the Company on December 1, 2000 (the "CONTROL ACQUISITION DATE"),
and (ii) the Closing of the transactions contemplated by the Share Purchase
Agreement were completed effective as of December 28, 2000 (the "COMPLETION
DATE"). The Purchaser has recently filed a registration statement under the
United States Securities Act of 1933, as amended (the "U.S. SECURITIES ACT") to
register its common stock for future trading on one or more United States
securities exchanges. The Vendors and the Principals have been advised by
Purchaser that under applicable United States securities laws and accounting
principles and policies based on U.S. GAAP, regulatory authorities in the United
States may consider that the transactions contemplated by the Share Purchase
Agreement were not consummated as of such Control Acquisition Date or Completion
Date. The purpose of this amendment Agreement is to clarify the mutual intention
of each of the Vendors, the Principals and the Purchaser that the Purchaser's
acquisition of control over the business and assets of the Company were
consummated as of the Control Acquisition Date, and that the Closing and
consummation of the transactions contemplated by the Share Purchase Agreement,
as amended hereby, was consummated on and is, for all purposes, deemed to have
been effective as of the Completion Date.

         (b) All capitalized terms not otherwise defined herein shall have the
meanings given to them in the Share Purchase Agreement.

2.       SHARE PURCHASE AGREEMENT. The Share Purchase Agreement, as amended by
Amendment No. 1 is hereby further amended as follows:

         (a) The definition of "EBT" set forth in clause (k) of Section 1.1 is
deleted in its entirety, and the following definition is inserted in lieu
thereof:

                  "(k) "EBT" for any period means the Earnings Before Tax of the
         Company for that period;"

         (b) The definition of "Financial Statements" set forth in clause (o) of
Section 1.1 is deleted in its entirety, and the following definition is inserted
in lieu thereof:

                  "(o) "Financial Statements" means (i) the audited consolidated
         financial statements of the Company as at February 28, 2002 and for the
         twelve consecutive months then ended, prepared in accordance with
         Canadian GAAP and accompanied by the audit report thereon of Mintz &
         Partners, and (ii) the unaudited consolidated financial statements of
         the Company as at the Statement Date and for the three consecutive
         months ended May 31, 2002, also prepared in accordance with Canadian
         GAAP and accompanied by a Certificate of the Chief Financial Officer of
         the Purchaser addressed to the Sellers and certifying to that effect;



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         (c) The definition of "Statement Date" set forth in clause (cc) of
Section 1.1 is amended by changing the same from "February 28, 2002" to "May 31,
2002;"

         (d) The definition of "Settlement Date" set forth in clause (aa) of
Section 1.1 is deleted in its entirety, and the following definition is inserted
in lieu thereof:

                  "(aa) "Settlement Date" means that date which is 10 business
         days following the date of publication of the Financial Statements, or
         August 15, 2002, whichever is the earlier;"

         (e) Section 2.2 is deleted in its entirety, and the following Section
2.2 is inserted in lieu thereof:

                  "2.2 The Purchase Price to be paid by the Purchaser for all of
         the Vendors' Shares shall be equal to the product of multiplying by two
         and one half (2.5), the total of (a) the EBT of the Company for the
         twelve (12) consecutive months ended February 28, 2002, PLUS (b) the
         EBT of the Company for the three consecutive months ended May 31, 2002,
         all as reflected on the Financial Statements. Notwithstanding the
         foregoing, or any other provision in this Agreement to the contrary, in
         no event shall the total Purchase Price be (i) less than One Million
         Seven Hundred and Fifty Thousand Dollars ($1,750,000) or (ii) greater
         than Two Million Seven Hundred and Fifty Thousand Dollars
         ($2,750,000)."

         (f) Section 12.1 is hereby deleted in its entirety and the following
Section 12.1 is substituted in lieu thereof:

                  "12.1 The Shareholders' Loans, as identified in the Present
         Statements may only be withdrawn as follows:

                           (a) the entirety of the Shareholders' Loans which are
         presently owing to Computer Enhancement Corporation, plus so much of
         the remaining amount of the Shareholders' Loans (other than those
         presently owing to Computer Enhancement Corporation), as when added to
         the then amount of the Shareholders' Loans which are presently owing to
         Computer Enhancement Corporation do not exceed 50% of the entire amount
         of the Shareholders' Loans which are owing on the Settlement Date, may
         be withdrawn on the Settlement Date, and

                  (b) the balance of such Shareholders' Loans may be withdrawn
         on November 1, 2002."

         (g) Section 12.3 is amended by deleting all words commencing with the
phrase "Until the earlier of the Settlement Date and the date..." on the first
line of such Section 12.3, and ending with the word "herein" on the third line
of such Section 12.3, and substituting in place thereof, the phrase "Until the
$750,000 cash portion of the Purchase Price is paid by the Purchaser,...".
Section 12.3 is further amended by changing "for the twelve months ending July
31, 2001" as it appears in clause (f) thereof to "any period ending on or before
the earlier of the date on which (1) the Purchase Cash is paid by the Purchaser,



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and (2) pursuant to the Pledge Agreement, the Pledge Agent, as the sole
registered shareholder of the Company appoints as the directors of the Company
one or more individuals designated for that purpose by the Vendors."

         (h) Section 12.4 is amended by deleting the phrase "If prior to the
earlier of the Settlement Date and the Cancellation Date" and substituting in
place thereof, the phrase, "If prior to the Settlement Date...". Section 12.4 is
further amended by deleting in its entirety the last sentence of such Section
12.4.

         (i) Section 12.6 is deleted in its entirety, and the following Section
12.6 is hereby substituted in lieu thereof:

                  "12.6 Purchaser covenants and agrees that it will in good
              faith and as promptly as reasonably is possible in the
              circumstances:

                                    (a) cause there to be prepared and to be
                  audited by Mintz & Partners and published, the audited
                  consolidated financial statements of the Company as at
                  February 28, 2002 and for the 12 consecutive months then
                  ended, together with the certificate of Mintz & Partners
                  provided for in Section 15.1 hereof; and

                                    (b) cause there to be prepared and published
                  the unaudited consolidated financial statements of the Company
                  as at the Statement Date and for the three consecutive months
                  then ended, and accompanied by the Certificate of the Chief
                  Financial Officer of the Purchaser which is provided for in
                  the definition of "Financial Statements" appearing herein;

the foregoing together to comprise the "Financial Statements" as defined herein.
The Purchaser covenants and agrees that it will deliver or cause a copy of each
of the same to be delivered to each of the Vendors forthwith after they
respectively have been published. Additionally, Purchaser covenants and agrees
as follows:

                                    (i) if during the whole or any part of the
                  period covered by either of the financial statements which
                  together comprise the Financial Statements the Company has
                  accrued or paid to the Purchaser head office administration
                  fees, there will be particularized in a note to the relevant
                  financial statements the amount thereof which were accrued by
                  the Company to the Purchaser during the period covered by
                  those financial statements together with the respective months
                  during which the same were accrued and the months in which the
                  same were paid; and

                                    (ii) there will be disclosed in a note to
                  the relevant financial statements whether or not the Company
                  has done or permitted any act to be done which constitutes a
                  contravention by the Purchaser of any of the covenants of the



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                  Purchaser set forth in Section 12.3 hereof, and if so,
                  particularizing the same."

         (j) Section 13 is deleted in its entirety as of the Completion Date and
shall be of no further force or effect from and after the Completion Date.

         (k)      Section 15 is hereby amended as follows:

                  (i) Section 15.1 is amended so as to change "Financial
         Statements" as it appears therein, in each case, to "the consolidated
         financial statements of the Company as a February 28, 2002 and for the
         12 consecutive months then ended",

                  (ii) The third sentence of Section 15.1 is hereby amended to
         read as follows: "A majority of the Vendors may, by notice in writing
         signed by them and delivered to the Purchaser within 15 business days
         following the last of the following two dates, object to the audited
         consolidated financial statements of the Company as at February 28,
         2002 and for the 12 consecutive months then ended; such dates are (i)
         the date upon which each of the Vendors has received such financial
         statements and the audit certificate pertaining thereto, and (ii) the
         date upon which each of the Vendors has received the "Unaudited
         Financial Statements", as defined in Section 15.2 hereof."

                  (iii) Section 15.2 is hereby deleted in its entirety and the
         following Section 15.2 inserted in lieu thereof:

                           "15.2 Upon the written request of a majority of the
                  Vendors, the Purchaser shall cause its Chief Financial Officer
                  to provide to a representative designated in writing by a
                  majority of the Vendors a copy of the working papers which the
                  Chief Financial Officer prepared or caused to be prepared or
                  reviewed with respect to his preparation or review of the
                  unaudited consolidated financial statements of the Company as
                  at the Statement Date and for the three consecutive months
                  ended on the Statement Date (the "UNAUDITED STATEMENTS"), and
                  shall cause the Chief Financial Officer of the Purchaser to
                  meet with that representative to answer that representative's
                  reasonable questions and inquiries as regards the Unaudited
                  Financial Statements. A majority of the Vendors may, by notice
                  in writing signed by them and delivered to the Purchaser
                  within 15 days of the Vendors' receipt of the Unaudited
                  Financial Statements together with the mandated Certificate of
                  the Chief Financial Officer of the Purchaser, object to the
                  Unaudited Financial Statements. In such event, unless within
                  the next following 15 business days the objections are
                  resolved and the Unaudited Financial Statements and the



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                  Certificate of the Purchaser's Chief Financial Officer are
                  revised to the extent necessary to give effect to such
                  resolutions, a majority of the Vendors shall designate a
                  representative of the Vendors (the "REPRESENTATIVE") to meet
                  with the Chief Financial Officer of the Purchaser and agree on
                  a firm of independent chartered accountants (the "ARBITRATOR")
                  to be appointed to (i) review the Unaudited Financial
                  Statements and such books and records of the Company as they
                  consider necessary to provide the following opinions, (ii)
                  hear the disputes of the parties as regards the Unaudited
                  Financial Statements, (iii) formulate opinions as regards the
                  matters in dispute, and (iv) revise the Unaudited Financial
                  Statements as necessary to accord with such opinions. If the
                  Representative and the Chief Financial Officer of the
                  Purchaser cannot agree on the firm to be appointed as the
                  Arbitrator for this purpose, the Purchaser and a majority of
                  the Vendors shall make application to the appropriate Court in
                  the Province of Ontario requesting that the Court appoint an
                  independent firm of chartered accountants to be the Arbitrator
                  for these purposes. The Unaudited Financial Statements (as so
                  revised, if so revised) as so reviewed by the Arbitrator
                  shall, absent manifest error, be final and binding on the
                  parties hereto for all purposes of this Agreement. If a
                  majority of the Vendors fail to deliver a notice objecting to
                  the Unaudited Financial Statements, as accompanied by the
                  mandated Certificate of the Chief Financial Officer of the
                  Purchaser, within the time provided for above or to nominate
                  the Representative within the time provided for above, absent
                  manifest error the Unaudited Financial Statements as delivered
                  to the Vendors and accompanied by the said Certificate shall
                  be final and binding on the parties hereto for all purposes of
                  this Agreement."

                  (iv) The following is hereby added as Section 15.3 of the
         Purchase Agreement:

                           "15.3 At any time after the delivery to the Vendors
                  of the Financial Statements a majority of the Vendors may, by
                  notice in writing signed by them and delivered to the
                  Purchaser, require the Purchaser on not less than five
                  business days' prior notice to pay or cause to be paid and to
                  cause to be delivered the applicable amount of the Purchase
                  Cash and Purchase Shares which are to be paid and delivered by
                  the Purchaser on the Settlement Date, notwithstanding that any
                  query, question, or dispute may have been made or raised but
                  remain unresolved pursuant to Section 15.1 or 15.2. In that
                  event, the Purchaser shall do so on the assumption that the
                  Financial Statements in their then form are correct. In such
                  event, if pursuant to Section 15.1 or 15.2 there shall be any
                  revision to any of the financial statements which together
                  comprise the Financial Statements which has the effect of
                  increasing the Purchase Price to more than it would otherwise
                  have been based on the calculations set forth in the Financial
                  Statements delivered by Purchaser, the Purchaser shall cause
                  the Escrow Agent to deliver to the Vendors the additional
                  Purchase Shares to which they are entitled. Pending a
                  resolution of such queries, questions or disputes, the Escrow
                  Agent shall retain all of such additional Purchase Shares."




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                  (v) The following is added as Section 15.4 of the Purchase
         Agreement:

                           "15.4 The costs of an objection process pursuant to
                  Section 15.1 or 15.2, including the fees and disbursements
                  charged by the Arbitrator and the costs related to any Court
                  proceedings, shall be borne by the Purchaser in circumstances
                  where as a result thereof the Purchase Price exceeds by 2% or
                  more the amount of the Purchase Price which would have
                  pertained had no such objection been raised; otherwise such
                  costs shall be borne by the Vendors on a joint and several
                  basis and as between themselves each as to one-third of the
                  amount thereof."

2A.      HEAD OFFICE ADMINISTRATION FEES. Purchaser and Vendors confirm that the
provisions of Section 3 of the Amending Agreement dated for reference the 18th
day of June, 2001 remains in force. Purchaser and Vendors further agree as
follows as regards the "Administrative Fees", as defined in the said Section 3:

                  (i) There will be no payment of Administrative Fees which
         accrue from and after May 31, 2002, until the Purchase Cash has been
         paid to the Vendors and all Purchase Shares to which they respectively
         are entitled have been delivered to them; and

                  (ii) If there is an "Event of Default" under the Pledge
         Agreement, the Purchaser shall thereupon release and be deemed to have
         released the Company and the Subsidiary from their obligations, if any,
         to pay to the Purchaser any Administrative Fees which are then owing to
         the Purchaser but unpaid.

3.       PLEDGE AGREEMENT. The Pledge Agreement is hereby amended as follows:

                  (a) Section 2 of the Pledge Agreement is hereby deleted and
         the following Section 2 is substituted in lieu thereof:

                           "2. You will hold the Certificates and Pledged
                  Shares, subject to the following terms and conditions:

                                    (a) Upon receipt of a written document
                           signed by the Purchaser and a majority of the Vendors
                           stating that the Purchase Price has been paid in full
                           to the Vendors in accordance with the Share Purchase
                           Agreement, you shall endorse all of the Certificates
                           evidencing the Pledged Shares to the Purchaser and
                           otherwise take such steps as shall be necessary to
                           cause the Certificates to be transferred into the
                           name of the Purchaser and delivered up to the
                           Purchaser. In such connection, the Pledge Agent shall
                           deliver the Pledged Shares to the Purchaser, by
                           delivering to the Purchaser the share certificates
                           representing the Pledged Shares, duly endorsed by the
                           Pledge Agent for transfer in blank.




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                                    (b) Upon receipt of a written document
                           signed by a majority of the Vendors to the effect
                           that the Purchase Cash has not been paid in full on
                           the Settlement Date, unless the Purchaser shall
                           promptly provide the Pledge Agent with evidence
                           satisfactory to the Pledge Agent that the Purchase
                           Cash has, in fact, been paid in full, an "Event of
                           Default" under this Pledge Agreement shall be deemed
                           to have occurred. Following the occurrence and during
                           the continuation of such Event of Default, the
                           following terms and conditions shall apply:

                                          (i) All Pledged Shares shall continue
                                    to be held by the Pledge Agent under the
                                    terms of this Pledge Agreement.

                                          (ii) All or any portion of the
                                    Purchase Cash which is not paid when due
                                    shall bear interest from the date that it
                                    became payable, and until it is paid, and
                                    both before and after judgment, at the
                                    simple rate of 10% per annum.

                                          (iii) The Purchaser shall be liable to
                                    reimburse the Vendors for all reasonable
                                    out-of-pocket costs (including their
                                    solicitor's fees on the basis of a solicitor
                                    and his own client) which they incur from
                                    time to time in consequence of the
                                    Purchaser's default, including but without
                                    limitation the out-of-pocket costs which
                                    they incur in obtaining legal advice with
                                    respect to, and making, their elections as
                                    provided for herein, and the reasonable
                                    out-of-pocket costs which they incur in
                                    pursuing their rights and remedies against
                                    the Purchaser and the Pledged Shares and in
                                    realizing upon the security of the Pledged
                                    Shares. To the extent not paid by the
                                    Purchaser within ten (10) days from being
                                    invoiced for such costs (subject only to
                                    Purchaser's right to question in good faith
                                    the appropriateness of any such cost item),
                                    the amount of reimburseable costs shall bear
                                    interest commencing after ten days following
                                    the respective date(s) of invoicing thereof
                                    by the Vendors, and until reimbursed to them
                                    by or for the account of the Purchaser, and
                                    both before and after judgment, at the
                                    simple rate of 10% per annum.

                                          (iv) The Pledge Agent shall vote the
                                    Pledged Shares, or as the sole registered
                                    shareholder of the Company pass written
                                    resolutions of the sole shareholder, on all
                                    matters requiring the affirmative vote or
                                    consent of shareholders of the Company in
                                    accordance with the written instructions of
                                    a majority of the Vendors which instructions
                                    shall be provided to the Pledge Agent and
                                    the Purchaser; provided, however, that the
                                    Pledge Agent shall not follow such written
                                    instructions if they would cause any of the
                                    affirmative and negative covenants set forth
                                    in clause (iii) of Section 2(c) below to be
                                    violated.

                                          (v) The Vendors shall advise the
                                    Pledge Agent and the Purchaser in writing
                                    (the "ELECTION NOTICE") on or before a date
                                    which shall be ninety (90) days following
                                    the Settlement Date (the "NOTIFICATION
                                    PERIOD") as to whether the Vendors shall
                                    elect to either (A) re-acquire legal and
                                    beneficial ownership of the Pledged Shares
                                    (the "SHARE RECOUPMENT"), or (B) effect a
                                    sale and transfer for value of the Pledged
                                    Shares ("SALE OPTION"). In the event that
                                    the Vendors do not submit an Election Notice
                                    by the expiration of the Notification
                                    Period, unless the Event of Default shall
                                    have been cured by Purchaser by such date,



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                                    the Vendors shall be deemed to have elected
                                    the Sale Option. Once an Election Notice
                                    shall be delivered, the Vendors may not
                                    change the election contained therein
                                    without the prior written consent of the
                                    Purchaser.

                                          (vi) The Purchaser shall have the
                                    right to cure the Event of Default in the
                                    manner provided in clause (v) below at any
                                    time during the thirty (30) day period
                                    immediately following the Settlement Date,
                                    and thereafter until a date which shall be
                                    the EARLIEST to occur of (A) the expiration
                                    of the ninety (90) day Notification Period,
                                    (B) the Purchaser's receipt of an Election
                                    Notice for a Share Recoupment, or (C) the
                                    execution by the Vendors of an agreement to
                                    sell the Pledged Shares (the "CURE PERIOD").

                                          (vii) In order to cure such Event of
                                    Default, the Purchaser shall, within the
                                    Cure Period, pay to Robins, Appleby & Taub
                                    (the Vendors' solicitors), in trust, by bank
                                    cashiers' or certified cheque or wire
                                    transfer of immediately available funds, the
                                    full amount of the Purchase Cash not paid by
                                    the Settlement Date, plus simple interest on
                                    such unpaid amount, accrued from the
                                    Settlement Date to the date of payment at
                                    the rate of 10% per annum (collectively, the
                                    "DEFAULT CASH PAYMENT"). In addition to the
                                    Default Cash Payment, to the extent not
                                    previously delivered, the Purchaser shall
                                    instruct the Escrow Agent to deliver to the
                                    Vendors in the manner provided in the Share
                                    Purchase Agreement and the Escrow Agreement
                                    all remaining shares of common stock of the
                                    Purchaser representing the balance of the
                                    Purchase Shares payable as part of the
                                    Purchase Price under the Share Purchase
                                    Agreement. Upon timely payment and delivery
                                    of the foregoing payments and instructions,
                                    the Pledge Agent (in its capacity as Escrow
                                    Agent) shall in accordance with the Share
                                    Purchase Agreement (A) deliver to the
                                    Vendors all such Purchase Shares, and (B)
                                    deliver to the Purchaser the share
                                    certificates representing the Pledged Shares
                                    in the manner provided in Section 2(a)
                                    above.

                           (c) In the event that the Purchaser shall not cure
                  the Event of Default within the Cure Period and the Vendors
                  shall timely elect the Share Recoupment option described in
                  clause (v) of Section 2(b) above, such election shall be
                  deemed to be in full satisfaction of all debts and other
                  obligations owed by Purchasers to the Vendors and the
                  Principals under the Share Purchase Agreement, including the
                  sums referred to in clause (ii) of Section 2(b) above, but not
                  the sums referred to in clause (iii) of Section 2(b) above. In
                  addition, by a date which shall be not later than ten (10)
                  days following the expiration of the Cure Period, the Vendors
                  shall, in the manner described herein, repay the Purchaser the
                  full Purchase Price under the Share Purchase Agreement, as
                  finally calculated on the Settlement Date. The Vendors shall
                  repay such Purchase Price by (1) returning to the Purchaser
                  any and all Purchase Shares (valued at $4.25 per share)
                  previously delivered to the Vendors by the Purchaser or the
                  Escrow Agent and not sold by such Vendors, (2) instructing the
                  Escrow Agent to deliver back to the Purchaser legal and
                  beneficial title to all stock certificates evidencing all
                  shares of Purchaser's common stock then being held by the
                  Escrow Agent under the Escrow Agreement, and (3) if
                  applicable, issuing to the Purchaser the Vendors' non-interest



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                  bearing non-negotiable (but transferable) promissory note (the
                  "VENDORS NOTE") in an amount equal to the product of (i)
                  $4.25, multiplied by (ii) the number of Purchase Shares
                  previously delivered by Purchaser or the Escrow Agent to
                  Vendors and which have shall been sold by the Vendors. Such
                  Vendors Note shall:

                                    (i) be non-interest bearing and be payable
                           in full on a date which shall be eighteen months from
                           the date of the Election Notice;

                                    (ii) be secured as to payment by a
                           continuing pledge of the Pledged Shares which shall
                           be retained by the Pledge Agent under this Pledge
                           Agreement;

                                    (iii) provide that until such Vendors Note
                           shall have been paid in full, each of the Vendors
                           shall cause the Company to comply with all of the
                           affirmative and negative covenants contained in
                           Section 12.3 of the Share Purchase Agreement; and

                                    (iv) provide that the Vendors may satisfy
                           their obligation to pay the whole or any part of the
                           principal amount thereof by delivering to the
                           Purchaser issued and outstanding shares of common
                           stock of the Purchaser, for which deliveries the
                           Vendors shall receive credit at the rate of $4.25 for
                           each such share so delivered.

                  In the event that for any reason the Vendors shall fail to
timely pay, when due, the Vendors Note, the Purchaser shall have the right, by
written instructions to the Pledge Agent, to realize on the security of the
Pledged Shares and shall have all of the rights of a secured creditor with
respect to such Pledged Shares and in that regard the provisions of all but the
first two sentences of Section 2(e) shall apply MUTATIS MUTANDIS, as if the
references therein to the Vendors were references to the Purchaser and vice
versa. If the Vendors timely pay the Vendors Note, the Pledge Agent shall
deliver the Pledged Shares to the Vendors, by delivering to them the share
certificates representing the Pledged Shares, duly endorsed by the Pledge Agent
for transfer in blank.

                  (d) In the event that the Purchaser shall not cure the Event
         of Default within the Cure Period and the Vendors shall timely elect
         (or be deemed to have elected) the Sale Option described in clause (v)
         of Section 2(b) above, all remaining Purchase Shares not previously
         delivered to the Vendors shall be delivered to them.

                  (e) In the event that the Purchaser shall not cure the Event
         of Default within the Cure Period and the Vendors shall timely elect
         (or be deemed to have elected) the Sale Option described in clause (v)
         of Section 2(b) above, the Pledge Agent shall hold the Pledged Shares
         on behalf of the Vendors, as security for the payment by the Purchaser
         to the Vendors of all sums owing by the Purchaser to the Vendors, and
         the Vendors shall as regards the Pledged Shares have all rights of a
         secured creditor under all applicable legislation; and the following
         clauses (i) through (viii) shall apply. In that event, the Vendors




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         shall be entitled to sell or cause the Pledged Shares to be sold so as
         to realize on the security thereof. The Pledge Agent shall release to
         the Vendors as required, so that they may complete such a sale, the
         share certificate representing the Pledged Shares, duly endorsed by the
         Pledge Agent for transfer in blank. In addition:

                           (i) The Purchaser shall have thirty (30) days from
                  the date that the Vendors have elected or are deemed to have
                  elected the Sale Option, by written notice to the Vendors to
                  that effect, to require the Vendors to retain at the sole cost
                  and expense of the Purchaser a reputable investment banker,
                  who shall be named in such notice, to attempt to arrange on
                  behalf of the Vendors for a sale of the Pledged Shares;

                           (ii) In the event that such notice is timely given by
                  the Purchaser, the Vendors shall attempt to engage the
                  designated investment banker, provided that it shall be a term
                  of such engagement that the investment banker agrees with the
                  Vendors that it shall look solely to the Purchaser for payment
                  of its fees and expenses;

                           (iii) The investment banker shall have the period of
                  ninety (90) days from the date of its engagement to identify a
                  buyer for the Pledged Shares who is prepared to pay therefor a
                  cash price which is not less than that mandated below or such
                  lesser price as a majority of the Vendors are prepared to
                  accept;

                           (iv) The investment banker shall provide to the
                  Vendors and the Purchaser a copy of each written offer or
                  expression of interest to purchase the Pledged Shares which
                  the investment banker receives from any third party, and
                  forthwith after the time that the investment banker receives
                  the same;

                           (v) If the investment banker is able to identify
                  within the said period of ninety (90) days a third party buyer
                  who is prepared to purchase the Pledged Shares for a cash sum,
                  to be paid to the Vendors, which will net them from the sale
                  an amount sufficient to pay the sums referred to in clause
                  (vi) below, the Vendors shall be obliged to sell the Pledged
                  Shares to such third party for the purchase price offered,
                  provided that (i) by agreeing to the sale none of the Vendors
                  assumes any liability or obligation whatsoever to the third
                  party purchaser but for the obligation to complete such sale
                  if the Vendors are legally entitled to complete such, and (ii)
                  any one or more of the Vendors may, by a date which shall not
                  be later than ten (10) days prior to the date of the proposed
                  sale of the Pledged Shares to such third party, elect to
                  purchase the Pledged Shares for its or their own account and
                  benefit, for a cash purchase price which is not less than the
                  cash purchase price which would be payable to the Vendors by
                  such third party for the Pledged Shares if the Vendors agreed
                  to sell the Pledged Shares to that third party on the terms
                  that such third party is prepared to purchase the same;

                           (vi) The Vendors shall not be obliged to sell the
                  Pledged Shares unless the net cash proceeds of such a sale
                  which at the completion of such sale are to be received by the
                  Vendors shall be sufficient (A) to pay the sums referred to in
                  clause (iii) of Section 2(b) hereof, (B) to pay the sums
                  referred to in clause (ii) of Section 2(b) hereof, (C) to pay



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<PAGE>   12

                  the then amount of Purchase Cash which is owing to the
                  respective Vendors, and (D) to pay all other sums, if any,
                  which are owing by the Purchaser to the respective Vendors;

                           (vii) In the event that (1) Purchaser shall not
                  timely provide to the Vendors the notice provided for by
                  clause (i) above, or (2) the designated investment banker
                  shall be unwilling to accept the engagement provided for in
                  clause (ii) above, or (3) the investment banker shall be
                  unable to identify within the said period of ninety (90) days
                  a buyer who is prepared to purchase the Pledged Shares for a
                  price and on terms as provided for in clauses (iv) and (v)
                  above, or (4) the Vendors shall have complied with all of the
                  above but the Pledged Shares shall remain unsold, the Vendors
                  shall be entitled upon fifteen (15) days prior written notice
                  to the Purchaser to effect a sale of the Pledged Shares at
                  public auction, and any one or more of the Vendors may
                  purchase the Pledged Shares thereat; and

                           (viii) The proceeds of the sale by the Vendors of the
                  Pledged Shares shall be applied in the following orders of
                  priority: (A) to pay the sums referred to in clause (iii) of
                  Section 2(b) hereof, (B) to pay the sums referred to in clause
                  (ii) of Section 2(b) above, (C) to pay the then unpaid amount
                  of the Purchase Cash which is owing to the respective Vendors,
                  (D) to pay all other sums, if any, which may be owing by the
                  Purchaser to the respective Vendors; and (E) any balance
                  thereafter remaining shall be paid to the Purchaser.

4.       ESCROW AGREEMENT. The Escrow Agent shall forthwith deliver to each of
the Vendors a share certificate or share certificates representing 78,431
Purchase Shares, and each Vendor agrees that such delivery will satisfy the
obligation of the Purchaser to pay to that Vendor $333,333.33 of the portion of
the Purchase Price which is to be paid to that Vendor and satisfied by Purchase
Shares. This delivery is provided for in recognition of the fact that (i) in
consequence of the amendments which are made by this Agreement the minimum
Purchase Price is $1,750,000; and (ii) since the maximum Purchase Price is
$2,750,000, the amount of the Purchase Cash is fixed at $750,000. After the
distribution of an aggregate of 235,293 Purchase Shares to all of the Vendors,
as aforesaid, the Escrow Agent shall (i) continue to retain in escrow an
additional 700,000 shares of common stock of the Purchaser, to be held in
accordance with the terms of the Share Purchase Agreement, as amended hereby,
and the Escrow Agreement, and (ii) redeliver to the Purchaser the remaining
shares of Purchaser common stock then held subject to the Escrow Agreement.

                  (a) The Escrow Agreement is hereby amended to the extent
         necessary to give effect to Section 15.3 of the Purchase Agreement, as
         added to the Purchase Agreement by clause (iv) of Section 2(k) of this
         Agreement.

                  (b) The Escrow Agreement is hereby amended to the extent
         necessary to give effect to the provisions of subsections 2(b)(vii) and
         2(d) of the Pledge Agreement, as those subsections have been enacted by
         Section 3 of this Agreement.



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<PAGE>   13


                  (c) The Escrow Agent shall effect its delivery of Purchase
         Shares to any particular Vendor in one of the following two manners:

                           (i) by causing there to be transferred into the name
                  of that Vendor out of the Purchase Shares which it is holding
                  under the Escrow Agreement, the appropriate number of Purchase
                  Shares and delivering the share certificate representing the
                  same, as so registered in the name of that Vendor, to that
                  particular Vendor; or

                           (ii) by delivering to that Vendor a share certificate
                  or share certificates registered in the name of the Escrow
                  Agent and representing the appropriate number of Purchase
                  Shares, duly endorsed by the Escrow Agent for transfer in
                  blank, with the Escrow Agent's endorsement signature
                  guaranteed in manner such, and the share certificate(s) being
                  accompanied by other documents evidencing the power and
                  authority of the individual signing on behalf of the Escrow
                  Agent, and with respect to the Escrow Agent itself, in form
                  such, that without further documentation the transfer agent
                  for the shares represented by such share certificate or share
                  certificates will upon receipt of all of the same process a
                  transfer on the share books of the Purchaser of the relevant
                  shares from the name of the Escrow Agent into the name of such
                  Vendor.

                  (d) Purchaser hereby covenants and agrees with each Vendor
         that the share certificates representing the Purchase Shares as
         delivered by the Escrow Agent to that Vendor will not bear any legend
         restricting the transfer thereof.

                  (e) Each Vendor hereby acknowledges that none of the shares in
         the capital of the Purchaser, including the Purchase Shares, will have
         been registered under the UNITED STATES SECURITIES ACT OF 1933, as
         amended (the "U.S. SECURITIES ACT"), and accordingly that none of them
         may be publicly sold or otherwise transferred or distributed in the
         United States except pursuant to the registration requirements of the
         U.S. Securities Act or receipt of an opinion of duly qualified counsel
         to the effect that registration of the same is not required under the
         U.S. Securities Act. This provision is in addition to Section 2.7 of
         the Share Purchase Agreement.

5.       MISCELLANEOUS.

                  (a) Except to the extent amended hereby, each of the Share
         Purchase Agreement, the Pledge Agreement and the Escrow Agreement shall
         continue in full force and effect, and is deemed incorporated by this
         reference herein.

                  (b) This Agreement may be executed in one or more counterparts
         and by facsimile transmission, each of which shall be deemed to be an
         original and all of which will together constitute one and the same
         instrument.



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<PAGE>   14



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered on this 4th day of September 2001, to be effective as of the
Completion Date.

686545 ALBERTA INC.                           ACCEPTED AND AGREED,
                                              AS PLEDGE AGENT AND ESCROW AGENT
                                              CLARK, WILSON

PER:__________________________
         AUTHORIZED SIGNATORY

                                              PER:__________________________
1187247 ONTARIO INC.                          AUTHORIZED SIGNATORY

PER:__________________________
         AUTHORIZED SIGNATORY

1188273 ONTARIO INC.

PER:__________________________
         AUTHORIZED SIGNATORY

      /S/ Joe Franklin
    __________________________
          JOE FRANKLIN

      /S/ Russell Roberts
    __________________________
          RUSSELL ROBERTS

      /S/ Frank Del Cogliano
    __________________________
          FRANK DEL COGLIANO


          COMMERCIAL CONSOLIDATORS
          CORP.

          BY:__________________________
              AUTHORIZED SGINATORY


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