EXHIBIT 10.5

                             SUBSCRIPTION AGREEMENT

THIS  AGREEMENT  is  effective  the  25th  day  of  May, 2001 between INOIZE.COM
SOFTWARE  LTD.  (the  "Issuer"),  a company incorporated pursuant to the laws of
British  Columbia  and  having  a  registered  office located at 601 W Broadway,
Vancouver, British Columbia, V5Z 4C2 and IQUEST NETWORKS INC. (formerly known as
Interlink  Systems Inc. and Glassmaster Industries Inc.), a company incorporated
pursuant to the laws of Wyoming (the "Subscriber") with and address of 507 - 837
West  Hastings  Street,  Vancouver,  British  Columbia,  V6C  3N6

WHEREAS the Issuer has offered to sell and the Subscriber has agreed to purchase
certain  securities  of  the  Issuer  pursuant  to,  and in compliance with, and
exemption ("Exemption") from the registration and prospectus requirements of the
Securities Act (British  Columbia)(the  "Act"),  and  the  Securities Rules (the
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"Rules").

NOW  THEREFOR  THIS  AGREEMENT  WITNESSES  that  in  consideration of the mutual
covenants  and  agreements  herein  contained,  the  receipt  of which is hereby
acknowledged,  the  parties  covenant  and  agree  with  each  other as follows:

Subscription
------------
     1.   The  Subscriber  hereby  irrevocably  subscribes  for  and  agrees  to
          purchase,  and  the  Issuer agrees to issue and sell 1,875,000 Class B
          common  shares  ("Shares")  of  the  Issuer at a price of $0.05333 per
          Share,  for  and  aggregate  purchase  price (the "Purchase Price") of
          $100,000. The Shares will be recorded in the name of the Subscriber at
          the  address  set  out  below.

Delivery  and  Use  of  Purchase  Price
---------------------------------------
     2.   The  Subscriber  has  advanced  $92,000  of  the Purchase price to the
          Issuer. The Subscriber agrees to deliver the remainder of the Purchase
          Price  to  the Issuer together with an executed copy of this Agreement
          and  the  applicable  prescribed  regulatory  forms fully executed and
          completed.  Upon receipt, the subscription hereby constituted shall be
          irrevocable,  and  the  Subscriber  irrevocably  agrees that, upon due
          acceptance  of  the  subscription  by  the  Issuer,  the  Issuer  may
          immediately  user  the  Purchase  Price  for  its  ongoing  business.
     3.   The  undersigned hereby directs that, upon acceptance of this offer by
          the  Issuer,  the Shares be issued in its name at the address provided
          below  and delivered to the undersigned at the address provided below.
     4.   In  the event that a Subscriber's offer is not accepted within 90 days
          of  the  date  of  this  Subscription  Agreement, the Issuer agrees to
          return  its  subscription monies to the undersigned, without interest.

Acknowledgement
---------------
     5.   The  Subscriber  acknowledges, confirms and agrees with the following:
          a.   No prospectus has been filed by the Issuer in connection with the
               issuance  of the Shares, it being understood that the issuance of
               the  Shares  is  to be made pursuant to an Exemption on the basis
               that  the  Subscriber  meets  certain  qualifications,  and, as a
               consequence:


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               i.   The  Subscriber  is  restricted from using most of the civil
                    remedies  available  under  the  Act  and  the  Rules;

          b.   The  Shares will be subject to restrictions on resale pursuant to
               the  Act  and  Rules  and  any  proposed  transfer  of beneficial
               ownership  of  the  Shares  will  require  compliance  with  and
               Exemption  under  the  Act or Rules. If no Exemption is available
               then  the  Subscriber  will  be unable to resell the Shares until
               such  time  as the Issuer has been a reporting issuer pursuant to
               the  Act for a period of 12 months. The Issuer is not now and may
               never  become  a  reporting  Issuer;
          c.   If  the  Subscriber  is  a  resident of a jurisdiction other than
               British  Columbia, the Subscriber will be required to comply with
               the  requirements,  if any, of the securities legislation of that
               jurisdiction  with  respect  to  the  purchase and any subsequent
               resale  of the Shares, and it is the Subscriber's responsibility,
               based  on  such independent professional advice as the Subscriber
               determines  is  necessary,  to  abide  by  all such requirements;
          d.   The Subscriber's offer to purchase the Shares shall not be deemed
               to  be accepted by the Issuer until the board of directors of the
               Issuer  passes  a  resolution  to  that  effect;  and
          e.   Since  the  Shares have not been qualified for sale in the United
               States of America ("USA"), the Shares cannot be knowingly sold to
               a  USA  resident  or citizen at any time prior to the appropriate
               registration  or  qualification  of  the  Shares  in  the  USA.

Representations and Warranties of the Subscriber
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     6.   The  Subscriber  represents  and warrants to the Issuer, acknowledging
          that  the  Issuer  will  be  relying  upon  such  representations  and
          warranties  in  entering  into  this  Agreement,  that:
          f.   The  purchase of the Shares by the Subscriber is to be made under
               the  Exemption  available  under section 74(2)(4) of the Act, and
               that the Subscriber is not a syndicate, partnership or other form
               of unincorporated entity or organization created solely to permit
               the  purchaser  of  the  Shares  by  a group of individuals whose
               individual  share of the aggregate acquisition cost of the shares
               is  less  than  $97,000;
          g.   The Subscriber is purchasing as principal, for investment and not
               with  a  view  to  resale  or  distribution, and no other person,
               corporation,  firm  or  other organization will have a beneficial
               interest  in  the  Shares;
          h.   The  Subscriber  has  the  legal capacity and competence to enter
               into  and  execute  this  Agreement and take all actions required
               pursuant  hereto  and  the  Subscriber  is  duly incorporated and
               avidly  subsisting  under  the  laws  of  its  jurisdiction  of
               incorporation  and  all  necessary  approvals  by  its directors,
               shareholders,  and  others have been given to authorize execution
               of  the  Agreement  on  behalf  of  the  Subscriber;


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          i.   The  entering  into  of  this  Agreement  and  the  transactions
               contemplated  hereby  will  not result in the violation of any of
               the  terms and provisions of any law applicable to the Subscriber
               or of any agreement, written or oral, to which the Subscriber may
               be  a  party  or  by  which  the  Subscriber  is or may be bound;
          j.   This  Agreement  has  been  duly  executed  and  delivered by the
               Subscriber  and  constitutes a valid and binding agreement of the
               Subscriber  enforceable against the Subscriber in accordance with
               its  terms;
          k.   The  Subscriber  is  aware  and  has  been  advised  that  its
               subscription  monies  represent  "seed" or "risk" capital for the
               Issuer, that the Issuer is in a promotional and speculative stage
               of  development,  that  there  is  no  market  whatsoever for the
               securities  of  the  Issuer and that the Shares may now or in the
               future  have  little  or  no  value;
          l.   The Subscriber is aware that if the Subscriber is a resident in a
               jurisdiction  other  than  British Columbia, any Shares issued to
               the  Subscriber  upon acceptance of the Subscriber's subscription
               may be subject to restrictions on resale imposed under the law of
               such  jurisdiction.  The  Subscriber  acknowledges that it is its
               duty  to find out what restrictions may apply and that the Issuer
               is  under  no  obligation  to  and does not intend to qualify the
               Shares  for  resale  in  such  jurisdiction;
          m.   The Issuer is non-reporting issuer under the laws of the PROVINCE
               OF BRITISH COLUMBIA and the Shares to be issued to the Subscriber
               upon  acceptance of this subscription will be issued as an exempt
               trade,  based  upon  the  relationship  set  out in paragraph (a)
               above, and no filings or clearances or reviews under the Act have
               been  or  are  being  made  in connection with such trade; n. The
               Subscriber  understands  that prior to the date hereof the Issuer
               may  have  allotted  and  issued  shares;
          o.   The  Subscriber  has  such  knowledge  in  financial and business
               affairs  as  to  be capable of evaluating the merits and risks of
               this  investment  and the Subscriber is able to bear the economic
               risk  of  a  total  loss  of  this  investment;
          p.   The  Subscriber  is  not  purchasing the Shares as a result of an
               advertisement  of  the  Shares  in  printed  media of general and
               regular  paid  circulation,  radio  or  television;
          q.   No  person  has  made  to  the  Subscriber  any  written  or oral
               representations:
               i.   that  any  person  will  resell  or  repurchase  the Shares;
               ii.  that  any  person  will  refund  the  purchase  price of the
                    Shares;
               iii. as  to  the  future  price  of  value  of  the  Shares;  or
               iv.  that  the  Shares will be listed and posted for trading on a
                    stock  exchange,  or  that application has been made to list
                    and  post  the  Shares  for  trading  on  a  stock exchange;
          r.   to  the  Subscriber's  knowledge,  the  Subscriber  has  not been
               solicited to make this subscription in any manner contrary to the
               Act  or  the Rules or the USA Securities Act of 1933, as amended;
               and


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Representations  and  Warranties  of  the  Issuer
-------------------------------------------------
     7.   The  Issuer  represents  and warrants to the Subscriber, acknowledging
          that  the  Subscriber  will  be  relying upon such representations and
          warranties  in  entering  into  this  Agreement,  that:
          s.   The Issuer and its subsidiaries, if any, are valid and subsisting
               corporations  duly  incorporated  and  in good standing under the
               laws  of  their  governing  jurisdictions;
          t.   To  the  best  of  its  knowledge,  there  are no actions, suits,
               judgments,  investigations  or  proceedings  of any material kind
               outstanding,  pending,  or  threatened  against  or affecting the
               Issuer,  its  subsidiaries, if any, or its directors, officers or
               promoters  at  law  or  in  equity  or  before or by any federal,
               provincial,  state,  municipal, or other governmental department,
               commission,  board,  bureau or agency of any kind whatsoever and,
               to  the  best  of  its  knowledge,  there  is no basis therefore;
          u.   The  issuance  and  sale of the Shares by the issuer does not and
               will  not  conflict  with  and  does not and will not result in a
               breach  of  any  of  the  terms,  conditions or provisions of its
               constating  documents or any agreement or instrument to which the
               Issuer  is  a  party;
          v.   The  execution  of this agreement has been duly authorized by all
               necessary  corporate  action  on  behalf  of  the  Issuer,  and
               constitutes  a  binding  obligation  of the Issuer enforceable in
               accordance  with  its  terms;
          w.   The  Issuer  will  reserve  or set aside sufficient shares in the
               treasury  of  the  Issuer  to  issue to the Subscriber the Shares
               purchased;  and
          x.   Upon  their  issuance,  the  Shares  will  be  validly issued and
               outstanding  fully  paid  and non-assessable common shares of the
               Issuer  registered  in the name of the Subscriber as provided for
               herein,  free  and  clear  of  all  voting  restrictions,  trade
               restrictions (except as may be imposed by operation of applicable
               securities  laws  as  a  result  of the use of the prospectus and
               registration  exemptions  described  herein),  liens,  charges or
               encumbrances  of  any  kind  whatsoever.

Condition
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     8.   the  distribution  of  the  Shares  by  the  Issuer  is condition upon
          compliance  with  the  requirements  of  the  Exemption.

Miscellaneous
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     9.   This agreement constitutes the entire agreement between the Subscriber
          and  the  Issuer,  and  there  are  not  other agreements, warranties,
          representations,  conditions or covenants, written or oral, express or
          implied,  in  respect  of,  or  which  affect, the transactions herein
          contemplated, and this Agreement supersedes and supplants any previous
          dealings  whatsoever  between the Subscriber and the Issuer in respect
          of  this  subscription.
     10.  This  Agreement  may not be assigned by either party hereto, and shall
          be  binding  on  the  Subscriber's  heirs,  executors,  trustees  in
          bankruptcy  or  other  legal  representatives  or  successors.
     11.  Time  is  of  the  essence  of  the  Agreement.


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     12.  A  party  to  this  Agreement  will  give  all  notices to, or written
          communications with, the other party concerning this Agreement by hand
          (including  courier)  or  by  registered  mail  addressed to the other
          party's  address  set out above, as may be amended by like notice, and
          such  notices  shall  be  effective  on  the  date  of  delivery.
     13.  This  Agreement will be governed by, and construed in accordance with,
          the  laws  of  British  Columbia.
     14.  This Agreement may be signed by the parties in counterparts and may be
          delivered by facsimile, each of which when delivered will be deemed to
          be  an  original  and  all  of  which  together  will  constitute  one
          instrument.

IN  WITNESS WHEREOF the parties have executed this Agreement effective as of the
25th  day  of  May,  2001.

INOIZE.COM  SOFTWARE  LTD.


Per:   "Craig  Hamilton"
      ------------------------
      Authorized  Officer


IQUEST  NETWORKS  INC.         SUBSCRIBER'S  ADDRESS
                               #507,  837  West  Hastings  Street
                               ----------------------------------
                               Vancouver,  BC
                               ----------------------------------
Per:    "Tony  Drescher"       V6C  3N6
      -------------------      ----------------------------------
      Authorized  Officer
                               ----------------------------------


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