November 12, 2003

STRICTLY PRIVATE & CONFIDENTIAL

ActiveCore Technologies Inc.
2275 Lakeshore Blvd. West
Suite 401
Toronto, Ontario
M8V 3Y3

Attention:    Brian J. MacDonald
              Chairman and Chief Executive Officer

Dear Brian:

Panfin Equity Corp.  ("Panfin" or the "Agent")  would be pleased to act as agent
on a "best  efforts"  basis,  on behalf of  ActiveCore  Technologies  Inc.  (the
"Company") in a proposed  offering of the  Company's  common shares (the "Common
Shares").

The sale will be by way of a  private  placement  offering  to  purchasers  (the
"Purchasers")  pursuant  to  exemptions  from the  prospectus  and  registration
requirements of applicable  securities laws of Canada,  and other  jurisdictions
outside of North America upon the terms  contemplated  herein (the  "Offering").
The  purpose  of this  Agreement  (as  defined  herein) is to set out our mutual
understanding of the terms of our engagement by the Company.

1.   The terms of our agreement  will be governed by this letter  agreement (the
     "Agreement")  unless otherwise replaced at the Agent's election by a formal
     agency agreement (the "Agency Agreement") to be entered into by the Company
     and the  Agent.  The  Agency  Agreement  will be  negotiated  in good faith
     between   the   Company   and  the  Agent  and  shall   contain  the  usual
     representations  and  warranties  to be given by the Company and the Agent,
     covenants to provide the usual form of legal opinions, as well as the usual
     termination  events,  indemnities,  contribution  provisions,  "market out"
     provisions, "material change out" provisions, "disaster out" provisions and
     other  relevant  terms as are  mutually  agreed to by the  Company  and the
     Agent.  The parties  agree that the Agent may not exercise the "market out"
     provisions and "disaster out"  provisions  after the Offering  Closing Date
     (as defined  herein),  however the Agent shall be entitled to exercise  the
     "material  adverse  change"  provisions  at any time  prior  to the  Escrow
     Release Date.  Unless otherwise agreed to by the Company and the Agent, the
     Offering will be a private  placement of the Common Shares by way of a term
     sheet attached as Schedule "B" hereto.  The time frame of the Offering will
     be established through negotiation in the context of the Agent's assessment
     of the market with closing scheduled for November 28, 2003, or such date as
     mutually agreed (the "Offering Closing Date").

2.   The Offering size is expected to be  U.S.$7,000,000 or such other amount as
     may be mutually agreed by the Company and the Agent,  subject to receipt of
     any regulatory approval.

<PAGE>

3.   The Offering price will be U.S.$0.14 per Common Share, or such other amount
     as may be  mutually  agreed to by the  Company  and the  Agent,  subject to
     receipt of any regulatory approval.

4.   The proceeds of the Offering shall comprise partial  consideration  for the
     purchase of 5,000,000 shares (the "GDI Shares") of General Diagnostics Inc.
     ("GDI") at a price of $2.00 per share,  representing  23% of the issued and
     outstanding  shares  of GDI on a fully  diluted  basis to be  completed  by
     February 27, 2004 for a purchase price of U.S$10,000,000 in accordance with
     a share subscription agreement.  Accordingly,  the proceeds of the Offering
     (i.e.,  $7,000,000),  shall be held in  escrow  by  Goodman  and Carr  LLP,
     counsel to the Agent, or such other registered Canadian trust company as is
     agreed to by the parties from time to time acting  reasonably  (the "Escrow
     Agent") subject to (the "Escrow Release Conditions"):

the Company's  registration  statement for 50,000,000 Common Shares to be issued
to the  Purchasers  pursuant to the Offering  being  declared  effective and the
delivery of such  unrestricted  registered  shares  (i.e.,  freely  tradable) to
Goodman and Carr LLP or the Escrow Agent on behalf of the Purchasers;

no material  adverse change in the business of the Company  (which  includes GDI
given the material nature of the acquisition to the Company); and

completion of all matters necessary to purchase the GDI Shares by the Company in
accordance with the terms set forth herein, subject to any material modification
of terms  being  approved  by the Agent,  save and except for the  release  from
escrow of the proceeds of the Offering.

     In the  event  that  the  Company  has not  satisfied  the  Escrow  Release
     Conditions on or before February 27, 2004,  subject to the unilateral right
     of the Agent to extend  such  period  until  March  31,  2004 (the  "Escrow
     Release Date"),  the parties hereby  acknowledge and irrevocably direct the
     Escrow Agent to return the  proceeds of the  Offering to the Agent  without
     set-off or deduction and the contemplated Offering shall be terminated.

5.   The Common Shares issued  pursuant to the Offering shall be placed with the
     Escrow  Agent  pursuant to the terms of an escrow  agreement  (the  "Escrow
     Agreement") to be entered into between the Company and the Agent which will
     provide for the release and/or sale of the Common Shares as follows:

          (i)  the Escrow Agent shall be directed to retain a licensed broker to
               be  selected  by the Agent to effect  the sale of up to 4% of the
               aggregate  number of Common Shares issued in each one week period
               until  such  time as the  cumulative  proceeds  of sale  from the
               Common Shares equals U.S.$8,500,000 (the "Sales Threshold").  The
               proceeds of sale shall be forthwith distributed on a weekly basis
               to  the  Purchasers  in  accordance   with  their   proportionate
               holdings; and

          (ii) upon the Sales Threshold being achieved,  no further sales of the
               Common  Shares shall occur for the  subsequent  four month period
               (subject to the Company  consummating a Business  Combination (as

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<PAGE>

               defined  below)  whereupon the Common Shares shall be immediately
               released to the holders in  accordance  with their  proportionate
               holdings),  following which the Escrow Agent shall distribute the
               remaining  Common Shares to the  Purchasers  in  accordance  with
               their proportionate holdings.

     For purposes  herein,  "Business  Combination"  means the entering into any
     merger,  amalgamation,  plan of arrangement,  business combination,  or any
     other transaction  resulting in the sale of all or substantially all of the
     assets of the Company,  where the  shareholders of the Company prior to the
     transaction do not own a majority of the  outstanding  voting shares of the
     surviving corporation.

     The Escrow  Agreement is for the benefit of the Company and  Purchasers and
     accordingly, all costs associated with the establishment and maintenance of
     such arrangement shall be incurred by the Agent.

6.   The issuance of the Common Shares and the  acceptance of the  subscriptions
     and the terms of the Agency  Agreement  shall be subject to approval by the
     Board of Directors of the Company.

7.   The  Company  will  make  available  on a  timely  basis to the  Agent  all
     corporate, business and operating records, and financial information, which
     the Agent  reasonably  requests in connection  with the  performance of its
     services  hereunder  and  notify  the  Agent  of  any  adverse  change,  or
     development  that may lead to a material  adverse  change in the  business,
     properties,  operations or financial condition or prospects of the Company,
     during the term of this  agreement.  In addition,  the Company will provide
     access  to key  officers,  in order  to  permit a  complete  due  diligence
     investigation of the business and affairs of the Company.  All such records
     and  information  will be kept  confidential  and used by the Agent only in
     connection with the Offering.

8.   Except  as set  forth  below,  the  Company  will  not  register  with  the
     Securities   and   Exchange   Commission   (the  "SEC")  nor  announce  the
     registration  with the SEC of any of its common shares or other  securities
     for a period of one hundred  and eighty  (180) days  following  the date of
     execution of this Agreement. This condition shall not apply to the issuance
     of registered  shares  pursuant to an  acquisition by the Company or one of
     its  affiliates or the issuance of securities to employees and  consultants
     under existing  option  arrangements,  including the Company's stock option
     plans and to holders of existing convertible or exchangeable  securities of
     the Company or for additional financing unrelated to GDI, or other existing
     agreements  of the  Company,  as disclosed to the Agent at such time as the
     Agency  Agreement  is  executed.   The  Agent  expressly  consents  to  the
     registration  of up to  30,000,000  common  shares to be issued to  Cornell
     Capital Corporation in connection with a $10 million equity line of credit.
     Nothing stated herein shall restrict the Company from issuing  unregistered
     securities  of the Company that are subject to a hold period of at least 12
     months  from the date of  issuance  thereof.  In  addition,  the  Company's
     executive  officers and directors  will enter into  agreements on terms and
     conditions  satisfactory to the Agent in which they will covenant and agree
     that they  will  not,  for a period of one  hundred  of eighty  (180)  days
     following the date of execution of this Agreement, directly or indirectly,

                                       3
<PAGE>

     offer,  sell,  contract  to  sell,  lend,  swap,  or enter  into any  other
     agreement to transfer the economic consequences of, or otherwise dispose of
     or deal with, or publicly announce any intention to offer,  sell,  contract
     to  sell,  grant or sell  any  option  to  purchase,  hypothecate,  pledge,
     transfer,  assign,  purchase any option or contract to sell,  lend, swap or
     enter into any  agreement  to transfer  the  economic  consequences  of, or
     otherwise  dispose of or deal with,  whether  through the  facilities  of a
     stock exchange,  by private  placement or otherwise,  any securities of the
     Company held by them,  directly or indirectly,  without first obtaining the
     written  consent  of the  Agent,  which  consent  will not be  unreasonably
     withheld or delayed,  or upon the  occurrence of a take-over bid or similar
     transaction involving a change of control of the Company.

9.   Subject to the terms of the escrow  release on the Escrow  Release  Date of
     the  Offering,  the Company will pay the Agent a commission  ("Commission")
     equal to 4% of the gross  proceeds  of the  Offering,  payable in cash upon
     closing of the  Offering.  In addition,  at the Escrow  Release Date of the
     Offering,  the Company shall issue  compensation  shares (the "Compensation
     Shares") to the Agent as follows:

that  number  of  freely  tradable  Common  Shares  as is  equal  to 5.6% of the
aggregate  number  of Common  Shares  issued  pursuant  to the  Offering  (i.e.,
2,800,000  Common Shares based on a proposed  $7,000,000 of capital being raised
at U.S.$0.14 per share); and

that number of  restricted  Common  Shares as is equal to 6.47% of the aggregate
number of Common Shares being issued pursuant to the Offering  (i.e.,  3,235,714
Common  Shares  based on a proposed  U.S.$7,000,000  of capital  being raised at
U.S.$0.14 per share). Such shares shall contain a contractual legend restricting
their  resale  for a period  of twelve  (12)  months  from the date of  issuance
thereof.

     The Company  represents and warrants that no other  commissions of any kind
     is being paid by the Company in connection with the Offering.

     The  Agent may at its  option  invite  other  investment  dealers  into the
     syndicate at no additional  cost to the Company if the dealer is acceptable
     to the Company, such approval not to be unreasonably withheld.

10.  Within  thirty  (30)  days  of the  Escrow  Release  Date as  indicated  in
     paragraphs 1 to 4 inclusive,  to be extended at the option of the Agent for
     up to an  additional  period of sixty  (60) days to  obtain  all  necessary
     regulatory  approval,  the Agent will use its  reasonable  best  efforts to
     complete  a  further  private  placement,  to  non-U.S.  residents  and  to
     investors  outside of the U.S., for proceeds of up to  U.S.$5,000,000  (the
     "Additional  Offering")  at such  price and terms to be  negotiated  by the
     parties, acting reasonably. In connection with the Additional Offering, the
     Company upon successful closing of this Additional  Offering,  will pay the
     Agent a further  commission (the "Additional  Commission") equal to 8.0% of
     the gross proceeds of the Additional  Offering payable in cash upon closing
     of the Additional Offering.  In addition,  at the closing of the Additional
     Offering,  the Company shall issue such number of compensation  shares (the
     "Additional  Compensation  Shares")  as is equal to 8.0% of the  number  of
     Common Shares issued pursuant to the Additional Offering.  Such "Additional
     Offering"   Compensation   Shares  shall  contain  a   contractual   legend

                                       4
<PAGE>

     restricting  their  resale for a period of twelve (12) months from the date
     of issuance thereof.

     The Company represents and warrants that no other Commission of any kind is
     being paid by the company in Connection with the Additional Offering.

11.  The Company will make all necessary  filings  with,  and take all necessary
     actions required by, applicable regulatory authorities under the applicable
     securities legislation of Canada and the U.S. with respect to the Offering.

12.  Provided the Offering is completed in  accordance  with the terms set forth
     in Sections 1 to 4 herein,  the Company will be  responsible  at the Escrow
     Release  Date  for all  reasonable  costs  and  expenses  of the  Agent  in
     connection   with  the  Offering   including   the   reasonable   fees  and
     disbursements  of counsel  including  counsel to the Agent,  trust  company
     fees,  transfer  agents fees,  filing  fees,  listing  fees,  the costs and
     expenses  of any  securities  or  other  filings  required  to be  made  in
     connection with the Offering and out-of-pocket  expenses  including all the
     Agent travel  expenses in  connection  with the due diligence and marketing
     meetings.  These  fees are not to exceed  U.S.$100,000  (excluding  GST and
     disbursements).  For  greater  certainty,  if the  Agent is  successful  in
     raising the full proceeds of the Offering within the time period  specified
     in Section 1 hereof and either (i) the Agent  terminates  the Offering as a
     result of the Company's  inability to satisfy the Escrow Release Conditions
     prior to the dates  specified  in Section 4 or (ii) the Company  terminates
     the Offering for whatever reason, then the Company shall be responsible for
     the fees indicated in this Section.

13.  As collateral for the Company's payment obligations set forth in Section 12
     hereof, Brian J. MacDonald  ("MacDonald"),  Peter Hamilton ("Hamilton") and
     Kevin Birch  ("Birch"),  each of whom are insiders of the  Company,  hereby
     agree to pledge an aggregate of 3,000,000  Common Shares of the Company and
     deliver  certificates  representing these shares duly endorsed for transfer
     (the "Escrow Shares"),  within five (5) business days from the execution of
     this Agreement,  to Kirkpatrick & Lockhart LLP in escrow in accordance with
     the terms of an escrow  agreement  to be dated as of the date  hereof  (the
     "Escrow Agreement") between the parties. The Escrow Agreement will provide,
     among other things,  that if the Company does not pay the fees and expenses
     set forth in Section 12 hereof in accordance  with this agreement the Agent
     shall be  entitled  to realize  upon the Escrow  Shares and sell the Escrow
     Shares  at any  time and  from  time to time in order to pay such  fees and
     expenses,  on not less than three (3) business days advance  written notice
     ("Realization Notice") sent to MacDonald, Hamilton and Birch's attention at
     the  principal  office  of the  Company  as set  forth  herein.  MacDonald,
     Hamilton and Birch shall have the right,  exercisable  at any time prior to
     the third (3rd) business day following  receipt of a Realization  Notice to
     redeem  from  escrow such  number of Escrow  Shares  currently  held by the
     Escrow Agent upon  delivery of a certified  cheque or wire  transfer to the
     Agent in the amount of $0.03333 for each Escrow  Share to be redeemed  from
     escrow. Each of the parties agree to negotiate in good faith and enter into
     the  Escrow  Agreement   contemporaneously   with  the  execution  of  this
     Agreement.

                                       5
<PAGE>

14.  The Company  agrees to indemnify and save the Agent  harmless in accordance
     with  Schedule  "A" included  herein by reference  and forming part of this
     Agreement.

15.  If, after  notification  that the full  proceeds of the Offering  have been
     raised by the Agent  within the  timeframe  indicated  in  accordance  with
     Section 1 and the Company  does not proceed  with the Offering for whatever
     reason or the Agent  does not  complete  the  Offering  due to the  Company
     failing to satisfy  the Escrow  Release  Conditions  and,  in the event the
     Company  enters into an Alternative  Transaction  with GDI within three (3)
     months of the signing of this agreement,  then the Company shall pay to the
     Agent a fee equal to the Agent's cash and share commission  contemplated in
     Section 9 (based on the full amount of the Offering),  together with all of
     the Agent's  expenses  and  disbursements  as  described  in Section 12. An
     "Alternative  Transaction"  means any issuance of securities of the Company
     (other than  issuances of  securities  permitted in Section 8 above) or the
     entering into of an agreement to complete a business transaction  involving
     GDI  and  the  Company  or  any  of  its  subsidiaries,  including  without
     limitation,  a merger,  amalgamation,  arrangement,  reorganization,  joint
     venture,  or the entering into of an agreement to complete a sale of all or
     substantially  all assets of the  Company,  or an exchange of assets of the
     Company with  another  company  related  GDI, or the  entering  into of any
     agreement to complete a similar  transaction that would (except as outlined
     above)  involve  an  increase  of 5% or more of the  Company's  outstanding
     Common  Shares  calculated  on a  fully-diluted  basis for the  purposes of
     completing a transaction with GDI.

16.  The Agent may terminate  this letter  agreement by notice in writing to the
     Company  at any time if:  (i) there is in the sole  opinion  of the Agent a
     material adverse change or a change in material fact or a new material fact
     shall arise which would be reasonably  expected to have a material  adverse
     effect on the business,  affairs or  profitability of the Company or on the
     market  price or value of the  Common  Shares  or other  securities  of the
     Company;  (ii) the state of the financial  markets is such that in the sole
     opinion of the Agent it would be unprofitable to offer or continue to offer
     the Common Shares for sale; (iii) there should develop,  occur or come into
     effect any event of any nature,  including  without  limitation,  accident,
     governmental  law or  regulation,  which in the sole  opinion  of the Agent
     adversely  affects or may  adversely  affect the  financial  markets or the
     business, affairs or profitability of the Company or on the market price or
     value of the Common Shares or other  securities of the Company;  (iv) there
     is an enquiry or investigation  (whether formal or informal) in relation to
     the Company or any one of the  Company's  directors  or  officers;  (v) any
     order  to cease  trading  in the  securities  of the  Company  is made by a
     competent securities regulatory authority; (vi) the Company is in breach of
     a term,  condition,  or covenant of this letter  agreement or of the Agency
     Agreement  or any  representation  or warranty  given by the Company in the
     Agency  Agreement  is or becomes  false;  or (vii) the  Agent,  in its sole
     opinion  is not  satisfied  with  its due  diligence  investigations.  This
     Agreement  shall  automatically  terminate  if the  Offering  has not  been
     completed by March 31, 2004.

17.  This  Agreement  shall be governed by and construed in accordance  with the
     laws of the Province of Ontario and the laws of Canada applicable therein.

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<PAGE>

18.  If one or more provisions  contained herein shall, for any reason,  be held
     to be invalid,  illegal or unenforceable  in any respect,  such invalidity,
     illegality or unenforceability shall not affect any other provision of this
     letter agreement, but this agreement shall be construed as if such invalid,
     illegal or  unenforceable  provision or provisions had never been contained
     therein.

19.  This  Agreement  may be delivered by facsimile  and may be signed in one or
     more  counterparts,  each of which so executed shall constitute an original
     and all of which together shall constitute one and the same agreement.

20.  It is  understood  that this  Agreement is not an agency  agreement  but is
     evidence of the understanding between us related to the Offering,  provided
     that  Sections  12, 13, 14, 15 and Schedule "A" shall be binding and remain
     in  full  force  and  effect.  The  pricing  and  the  Agent's  ability  to
     successfully  market the Offering will be contingent  upon several  factors
     including market  conditions at the time of the Offering and the completion
     of satisfactory due diligence by the Agent or its representatives.

If you are in agreement with the foregoing, please so indicate by signing and
returning to us the enclosed copy of this letter.

Yours very truly,

PANFIN EQUITY CORP.



Per:
      --------------------------------------------
      Gordon Berger
      President

Agreed and accepted this ______ day of November, 2003


ACTIVECORE TECHNOLOGIES INC.



Per:
      --------------------------------------------
      Brian J. MacDonald
      Chairman and Chief Executive Officer

The  provisions  of Section 13 hereof  are  agreed and  accepted  by each of the
parties below as of this ____ day of November, 2003.

                                       7
<PAGE>

SIGNED, SEALED AND DELIVERED      )
         in the presence of       )
                                  )
                                  )
                                  )
---------------------------------          -------------------------------------
WITNESS                                    BRIAN J. MACDONALD


SIGNED, SEALED AND DELIVERED      )
         in the presence of       )
                                  )
                                  )
                                  )
---------------------------------          -------------------------------------
WITNESS                                    PETER HAMILTON


SIGNED, SEALED AND DELIVERED      )
         in the presence of       )
                                  )
                                  )
                                  )
---------------------------------          -------------------------------------
WITNESS                                    KEVIN BIRCH


                                       8
<PAGE>

                                  SCHEDULE "A"

ActiveCore  Technologies Inc. (the "Indemnitor")  hereby agrees to indemnify and
hold the Panfin  Equity  Corp.  and/or any of its  affiliates  and  subsidiaries
(collectively,  the "Agent") and each and every one of the directors,  officers,
employees, consultants and shareholders of the Agent (hereinafter referred to as
the "Personnel") harmless from and against any and all expenses, losses, claims,
actions,  damages or  liabilities,  joint or several  (including  the  aggregate
amount paid in settlement of any actions,  suits,  proceedings or claims and the
fees and expenses of their counsel that may be incurred in advising with respect
to and/or  defending  any claim that may be made against the Agent) to which the
Agent  and/or any  Personnel  may become  subject or  otherwise  involved in any
capacity under any statute or common law or otherwise  insofar as such expenses,
losses,  claims,  damages,  liabilities  or  actions  arise out of or are based,
directly or indirectly,  upon the performance of professional  services rendered
to the  Indemnitor  by the Agent and any  Personnel  hereunder  or  otherwise in
connection  with the  matters  referred  to in the  attached  letter  agreement,
provided,  however,  that this  indemnity  shall not apply to the extent  that a
court  of  competent   jurisdiction   in  a  final   judgment  that  has  become
non-appealable shall determine that:

     (i)  the  Agent or any Personnel  has been  negligent  or  dishonest or has
          committed  any fraudulent  act or engaged in wilful  misconduct in the
          course of  such performance or has breached any material  provision of
          this Agreement; and

     (ii) the expenses,  losses,  claims,  damages or  liabilities,  as to which
          indemnification is claimed were caused by the negligence,  dishonesty,
          fraud,  wilful misconduct or material breach of Agreement  referred to
          in (i).

The Indemnitor  hereby agrees to waive any right it may have of first  requiring
the Agent and/or any  Personnel  to proceed  against or enforce any other right,
power,  remedy,  security or claim payment from any other person before claiming
under this  indemnity,  provided  however that the Agent will assign and perform
all duties  required for the indemnitor to act on its behalf to proceed  against
or enforce any other right,  power,  remedy,  security or claim payment from any
other person.

If for any reason (other than the  occurrence  of any of the events  itemized in
(i) and (ii) above),  the foregoing  indemnification is unavailable to the Agent
and/or any  Personnel or  insufficient  to hold any of them  harmless,  then the
Indemnitor  shall  contribute  to the amount paid or payable by the Agent and/or
any Personnel as a result of such expense,  loss, claim,  damage or liability in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
received by the  Indemnitor on the one hand and the Agent on the other hand, but
also the relative fault of the  Indemnitor  and the Agent,  as well as any other
relevant  equitable  considerations;  provided that the Indemnitor  shall in any
event  contribute to the amount paid or payable by the Agent as a result of such
expense,  loss,  claim,  damage or liability  any excess of such amount over the
amount of the  consideration  received  by the Agent  pursuant  to the  attached
letter agreement.

The  Indemnitor  agrees that in case (i) any legal  proceeding  shall be brought
against the  Indemnitor  and/or the Agent or any  Personnel by any  governmental
commission  or  regulatory  authority or any stock  exchange;  or (ii) an entity
having regulatory authority,  either domestic or foreign,  shall investigate the

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<PAGE>

Indemnitor  and/or the Agent,  and any Personnel shall be required to testify in
connection  therewith or shall be required to respond to procedures  designed to
discover  information  regarding,  in  connection  with,  or by  reason  of  the
performance of  professional  services  rendered to the Indemnitor by the Agent,
the  Agent  shall  have the  right  to  employ  its own  counsel  in  connection
therewith,  and the reasonable  fees and expenses of such counsel as well as the
reasonable  costs  (including an amount to reimburse the Agent for time spent by
Personnel in connection therewith on a per diem basis based on normal consulting
fees) and out-of-pocket  expenses incurred by Personnel in connection  therewith
shall be paid by the Indemnitor as they occur.

Promptly,  and in any event within seven (7) days following receipt of notice of
the commencement of any legal  proceeding  against the Agent or any Personnel or
after receipt of notice of the commencement of any investigation which is based,
directly or indirectly,  upon any matter in respect of which indemnification may
be sought from the  Indemnitor,  the Agent will notify the Indemnitor in writing
of the commencement thereof and the Indemnitor shall undertake the investigation
and defence thereof on behalf of the Agent and/or any Personnel,  as applicable,
including the prompt employment of counsel reasonably acceptable to the Agent or
the applicable  Personnel  affected and the payment of all reasonable  expenses.
Failure  by the  Agent  to so  notify  the  Indemnitor  shall  not  relieve  the
Indemnitor of its obligation of  indemnification  hereunder  unless (and only to
the extent  that) such  failure  results in a forfeiture  by the  Indemnitor  or
material impairment of its substantive rights or defences. The Indemnitor shall,
throughout  the course of any  investigation  as  contemplated  herein,  provide
copies of all relevant  documentation to the Agent,  will keep the Agent advised
of the progress thereof and will discuss with the Agent all significant  actions
proposed and vice-versa.

No admission of liability  and no settlement of any action shall be made without
the prior  written  consent  of the  Indemnitor  and the Agent or the  Personnel
affected, such consent not to be unreasonably withheld or delayed.

Notwithstanding  that the  Indemnitor  shall  undertake  the  investigation  and
defence of any action,  the Agent or the Personnel affected shall have the right
to employ  separate  counsel in any such action and  participate  in the defence
thereof, but the fees and expenses of such counsel will be at the expense of the
Agent or the Personnel  affected  unless (a) employment of such counsel has been
authorized  by the  Indemnitor;  (b) the  Indemnitor  shall not have assumed the
defence of the action within a reasonable  period of time after receiving notice
of the  action;  (c) the  named  parties  to any such  action  include  both the
Indemnitor  and the  Agent  or any  Personnel  and  the  Agent  or the  affected
Personnel  shall have been  advised by counsel  that there may be a conflict  of
interest between the Indemnitor and the Agent or the affected Personnel,  as the
case may be; or (d) there are one or more legal defences  available to the Agent
or the  affected  Personnel  which are  different  from or in  addition to those
available to the Indemnitor.

The  indemnity  and  contribution  obligations  of the  Indemnitor  shall  be in
addition to any liability which the Indemnitor may otherwise have,  shall extend
upon the same terms and  conditions  to the Agent and the Personnel and shall be
binding  upon and enure to the  benefit of any  successors,  assigns,  heirs and
personal  representatives  of the Indemnitor,  the Agent and any Personnel.  The
Indemnitor constitutes the Agent as trustee for the other indemnified parties as
contemplated  herein of the covenants of the Indemnitor  under this Schedule "A"
and the Agent  hereby  agrees to accept such trust and to hold and enforce  such

                                       10
<PAGE>

covenants on behalf of such persons.  The foregoing provisions shall survive the
completion of professional  services  rendered under the letter to which this is
attached or any  termination of the  authorization  given by the letter to which
this is attached.

Agreed and accepted this day of November, 2003.

ACTIVECORE TECHNOLOGIES INC.



Per:
      --------------------------------------------
      Brian J. MacDonald
      Chairman and Chief Executive Officer


PANFIN EQUITY CORP.



Per:
      --------------------------------------------
      Gordon Berger
      President


                                       11
<PAGE>

                                  SCHEDULE "B"

                          ACTIVECORE TECHNOLOGIES INC.
                                   TERM SHEET
                                PRIVATE PLACEMENT

<TABLE>
<S>                                    <C>
ISSUER:                                ActiveCore Technologies Inc. (the "Company")

LISTING:                               "TALL" on the U.S. over-the-counter market

OFFERED SECURITIES:                    Up  to  50,000,000  common shares of  the Company
                                       (the "Common Shares")

OFFERING SIZE:                         U.S. $7,000,000, subject to regulatory approval

OFFERING PRICE:                        U.S. $0.14 per Common Share

RESALE RESTRICTIONS:                   Common  Shares   shall   be    unrestricted   and
                                       registered on the Escrow Release Date.

LOCK-UP:                               For the executive  officers  and directors of the
                                       Company,  180 days  following the Escrow  Release
                                       Date

USE OF PROCEEDS:                       To comprise  partial  consideration  for purchase
                                       of 23% of the  issued and  outstanding  shares of
                                       Genetic Diagnostics Inc. ("GDI").

ESCROW OF PROCEEDS:                    The proceeds of  the Offering (i.e., $7,000,000),
                                       shall be held in escrow by Goodman  and Carr LLP,
                                       counsel  to the Agent,  or such other  registered
                                       trust company as is agreed to by the parties from
                                       time  to  time  acting  reasonably  (the  "Escrow
                                       Agent")   subject   to   (the   "Escrow   Release
                                       Conditions"):

                                       (i)   the Company's  registration  statement  for
                                             50,000,000  Common  Shares  to be issued to
                                             the  purchasers  pursuant  to the  Offering
                                             being  declared  effective  (i.e.,   freely
                                             tradable)   and   the   delivery   of  such
                                             registered  shares to Goodman  and Carr LLP
                                             or  the  Escrow  Agent  on  behalf  of  the
                                             Purchasers;

                                       (ii)  no  material adverse change in the business
                                             of the Company  (which  includes  GDI given
                                             the material nature of this  acquisition to
                                             the Company); and

                                       (iii) completion  of  all  matters  necessary  to
                                             purchase  the GDI Shares by the  Company in
                                             accordance with the terms set forth herein,
                                             save and except for the release from escrow
                                             of the proceeds of the Offering.

                                       In the event that the Company  has not  satisfied
                                       the  Escrow  Release   Conditions  on  or  before
                                       February  27,  2004,  subject  to the  unilateral
                                       right of the Agent to extend  such  period  until
                                       March 31, 2004 (the "Escrow Release  Date"),  the
</TABLE>

<PAGE>
<TABLE>
<S>                                    <C>
                                       parties hereby acknowledge and irrevocably direct
                                       the Escrow  Agent to return the  proceeds  of the
                                       Offering  to  the  Agent  and  the   contemplated
                                       Offering shall be terminated.

CONTRACTUAL RESALE RESTRICTIONS:       The Common Shares issued pursuant to the Offering
                                       shall be placed with the Escrow Agent pursuant to
                                       the terms of an  escrow  agreement  (the  "Escrow
                                       Agreement")   to  be  entered  into  between  the
                                       Company and the Agent which will  provide for the
                                       release  and/or  sale  of the  Common  Shares  as
                                       follows:

                                       (i)   the  Escrow  Agent  shall  be  directed  to
                                             retain a licensed  broker to be selected by
                                             the Agent to effect the sale of up to 4% of
                                             the  aggregate   number  of  Common  Shares
                                             issued in each one week  period  until such
                                             time  as the  cumulative  proceeds  of sale
                                             from    the    Common     Shares     equals
                                             U.S.$8,500,000 (the "Sales Threshold"). The
                                             proceeds   of  sale   shall  be   forthwith
                                             distributed   on  a  weekly  basis  to  the
                                             Purchasers   in   accordance   with   their
                                             proportionate holdings; and

                                       (ii)  upon the Sales Threshold being achieved, no
                                             further  sales of the Common  Shares  shall
                                             occur for the subsequent  four month period
                                             (subject  to  the  Company  consummating  a
                                             Business  Combination  (as  defined  below)
                                             whereupon   the  Common   Shares  shall  be
                                             immediately  released  to  the  holders  in
                                             accordance    with   their    proportionate
                                             holdings), following which the Escrow Agent
                                             shall   distribute  the  remaining   Common
                                             Shares to the Purchasers in accordance with
                                             their proportionate holdings.

                                       For purposes herein, "Business Combination" means
                                       the entering into any merger, amalgamation,  plan
                                       of  arrangement,  business  combination,  or  any
                                       other transaction resulting in the sale of all or
                                       substantially  all of the assets of the  Company,
                                       where the  shareholders  of the Company  prior to
                                       the  transaction  do not  own a  majority  of the
                                       outstanding   voting   shares  of  the  surviving
                                       corporation.

MINIMUM SUBSCRIPTION:                  Ontario                         No  minimum,
                                       (by "accredited investors"):    pursuant to OSC
                                                                       Rule 45-501

                                       Outside North America:          No minimum
<PAGE>

COMPENSATION:                          A commission of 4.0% of the gross proceeds raised
                                       is payable in cash at closing.  In  addition,  at
                                       the closing of the  Offering,  the Company  shall
                                       issue  to  the  Agent   compensation   shares  as
                                       follows:   (i)  that   number   of   unrestricted
                                       registered  Common  Shares as is equal to 5.6% of
                                       the Offered  Securities;  and (ii) that number of
                                       restricted  Common Shares as is equal to 6.47% of
                                       the  Offered  Securities,  with  such  restricted
                                       Common  Shares  containing a  contractual  legend
                                       preventing  their  resale  for a period of twelve
                                       (12) months from the date of issuance thereof.

CLOSING DATE:                          On November 28, 2003  or  such  date  as mutually
                                       agreed

ADDITIONAL OFFERING:                   Up to  U.S.$5,000,000  to non-U.S.  residents and
                                       investors outside the United States at such price
                                       and  terms as to be  negotiated  by the  parties,
                                       acting   reasonably.   In  connection   with  the
                                       Additional  Offering,  the  Company  will pay the
                                       Agent a further  commission  equal to 8.0% of the
                                       gross proceeds of the Additional Offering payable
                                       in cash at  closing  and  issue  such  number  of
                                       compensation  shares  as is  equal to 8.0% of the
                                       number of Common  Shares  issued  pursuant to the
                                       Additional  Offering,  such  shares to  contain a
                                       contractual legend restricting their resale for a
                                       period of  twelve  (12)  months  from the date of
                                       issuance thereof.

AGENT:                                 Panfin Equity Corp.

</TABLE>