EXHIBIT 10.3

                             SHAREHOLDERS' AGREEMENT

THIS  AGREEMENT  is  made  as  of  25th  day  of  September,  2000

AMONG:

          ALISTAIR  FRASER,  of  332  4th  Street East, North Vancouver, British
          ----------------
          Columbia,  V7L 1J2

AND:                                                                  ("Fraser")

          CRAIG  HAMILTON,  of  6  -  2475  West  1st Avenue, Vancouver, British
          ----------------
          Columbia,  V6H  lG5

AND:                                                                ("Hamilton")

          JEFF  BEIS,  of 2980 West 8th Avenue, Vancouver, British Columbia, V6K
          ----------
          2Cl

AND:                                                                    ("Beis")

          KAREL  TEN  HOOPE, of 4104 St. Albans Avenue, North Vancouver, British
          ----------------
          Columbia,  V7N 1Tl

AND:                                                               ("Ten Hoope")

          BRENDAN  MUMEY,  of  2485 Arnica Drive, Bozemon, Montana, U.S.A. 59715
          --------------
          AND:

AND:                                                                   ("Mumey")

          IQUEST  NETWORKS  INC., a Wyoming company having an office at 507 -837
          ----------------------
          West  Hastings  Street,  Vancouver,  British  Columbia,  V6C 3N6

AND:                                                                  ("iQuest")

          INOIZE.COM  SOFTWARE  LTD.,  a  British  Columbia  company  having its
          -------------------------
          registered  office  at  900  Waterfront  Centre,  200  Burrard Street,
          Vancouver,  British  Columbia,  V7X lT2

AND:                                                             (the "Company")


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                                        2

BACKGROUND

A.   The Company carries on the business of software development with respect to
     creating  an  internet-based  network  for  finding  and securely streaming
     personal CD  collections  between  community  members  over  the  internet.

B.   Fraser,  Hamilton,  Beis,  Ten  Hoope  and  Mumey  are  the  registered and
     beneficial  holders  of the numbers of issued and outstanding shares in the
     capital  of  the  Company set out in Schedule C, which shares represent the
     only  issued  and  outstanding  shares  of  the  Company.

C.   iQuest  has  agreed  to invest $250,000 in Canadian funds in the Company in
     return  for  2,500,OOO Class B common shares and pursuant to a subscription
     agreement  dated  September  28, 200O.

D.   As  a  condition  of  completing  the  transactions  contemplated  in  the
     subscription  agreement  described  above, the parties have agreed to enter
     into  this  Shareholders'  Agreement to set out their respective rights and
     responsibilities  with  respect  to  the  Company.

TERMS  OF  AGREEMENT

In  consideration  of  the  premises  and the mutual covenants contained in this
Agreement, the parties to this Agreement covenant and agree each with the others
as  follows:

1.   INTERPRETATION

1.1. DEFINITIONS.  For  the purposes of this Agreement (including the recitals),
     the  terms  in  Schedule  A  shall  have the meanings given to them in that
     Schedule.

1.2. MEANING  OF  CONTROL.  For  the purposes of this Agreement, "control" where
     used  in  connection  with  a  corporation  means:

     (a)  the  right to exercise a majority of the votes which may be voted at a
          general  meeting  of  such  corporation;  or

     (b)  the right to elect or appoint directly or indirectly a majority of the
          directors  of  such corporation or other persons who have the right to
          manage  or supervise the management of the affairs and business of the
          corporation.

1.3. ACCOUNTING  TERMINOLOGY. All accounting terms not expressly defined in this
     Agreement  shall  have  the respective meanings usually ascribed to them in
     accordance  with  generally  accepted  accounting  principles  in  Canada.

1.4. MEANING  OF  PRO  RATA.  Unless the context otherwise requires, all rights,
     obligations  or other matters which are, under the terms of this Agreement,
     to  be  determined on a proportionate or pro rata basis shall be determined
     on  a  basis  which  is  pro  rata  or


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                                        3

     proportionate  to  the  total  number  of  shares of the Company issued and
     outstanding  as  of  the  date  of  such  determination.

1.5. HEADINGS.  The  headings  used  in  the  Agreement  are for convenience and
     reference  only  and shall not affect the construction or interpretation of
     this  Agreement.

1.6. SCHEDULES.  The Schedules to this Agreement which are incorporated and form
     part  of  this  Agreement  are  as  follows:

     A-Definitions

     B-Matters  Requiring  Unanimous  Consent  of  Directors

     C-Capital  Contributions

2.   REPRESENTATIONS  AND  WARRANTIES

2.1. iQuest  represents  and  warrants  to  each  of  the  other  parties  that:

     (a)  iQuest  is  a company duly incorporated under the laws of the State of
          Wyoming,  and  is  valid,  subsisting  and  in  good  standing;

     (b)  iQuest  has  the  corporate  power to enter into this Agreement and to
          perform  and  observe  its  obligations and agreements set out in this
          Agreement;

     (c)  this Agreement has been duly executed and delivered by iQuest and is a
          valid and binding obligation enforceable in accordance with its terms.

2.2. iNoize  represents  and  warrants  to  each  of  the  other  parties  that:

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

     (b)  iNoize  has  the  corporate  power to enter into this Agreement and to
          perform  and  observe  its  obligations and agreements set out in this
          Agreement;

     (c)  this Agreement has been duly executed and delivered by iNoize and is a
          valid and binding obligation enforceable in accordance with its terms.

3.   AGREEMENT  ON  CORPORATE  MATTERS

3.1. CORPORATE  MATTERS.  The  Shareholders  and  the  Company  agree  that,
     notwithstanding any provisions to the contrary contained in the Articles of
     the  Company,  the corporate matters referred to in this section 3 shall be
     governed  by  the  applicable provisions of this section 3, and that in the
     case  of  any inconsistency or conflict between the Articles of Company and
     the  provisions  of  this section 3, the provisions of this section 3 shall
     govern.

3.2. DIRECTORS.  The  Shareholders  shall  vote  their Shares, so that the Board
     comprises three directors, which include one nominee of Fraser, one nominee
     of  Hamilton  and  one


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                                        4

     nominee  of  iQuest.  Fraser  shall, for a period of one year from the date
     first written above, nominate Fraser, as his nominee director provided that
     Fraser  is  living  and  has not suffered a Permanent Incapacity. After one
     year  from  the  date  of  this  Agreement,  Fraser  may  nominate  another
     individual  as  his  nominee  director, provided that iQuest shall have the
     right  to  consent  to such nomination, such consent not to be unreasonably
     withheld.  Hamilton  shall,  for  a  period of one year from the date first
     written  above,  nominate  Hamilton,  as its nominee director provided that
     Hamilton  is  living and has not suffered a Permanent Incapacity. After one
     year  from  the  date  of  this  Agreement,  Hamilton  may nominate another
     individual  as  his  nominee  director, provided that iQuest shall have the
     right  to  consent  to such nomination, such consent not to be unreasonably
     withheld.  Subject  to  the  foregoing, if a position on the Board formerly
     held  by  a  director is open for any reason, the Shareholder whose nominee
     formerly  occupied  such  position  shall  be  entitled  to  nominate A new
     director  to  fill  the  vacancy.

3.3. SECRETARY  OF  THE  COMPANY.  The  Board  shall  by resolution appoint Tony
     Drescher  as Secretary of the Company to hold office until the first annual
     general  meeting of the Company. Following the first annual general meeting
     of  the  Company,  iNoize  shall  nominate the Secretary of the Company and
     shall  notify  the Board of its selection on an annual basis within one (1)
     business  day  of  the  conclusion  of  the  annual  general meeting of the
     Company.  The  Board  shall  by  resolution  appoint iNoize's nomination as
     Secretary  of  the  Company.

3.4. OTHER  OFFICERS.  The  officers  of  the  Company, other than the Corporate
     Secretary,  shall be such persons as the Board shall by resolution appoint.
     The  Board  shall  make  such  appointments  on an annual basis immediately
     following  the  annual  general  meeting  of  the  Company.

3.5. AUDITORS.  The shareholders shall vote their shares so that the Auditors of
     the  Company are the firm of Amisano, Hanson, Chartered Accountants or such
     other  firm  as  iQuest,  from  time  to  time,  nominates.


3.6. MEETINGS  OF  THE  BOARD

     (a)  Any  director  of  the Company may, in accordance with this subsection
          3.6,  call  a meeting of the Board. At least seven days' prior written
          notice  shall  be  given to the other directors of the Company of each
          meeting  of  the  Board  unless the giving of such notice is waived by
          each  director  before, during or after the meeting. Attendance at the
          meeting  by a director shall be deemed to be a waiver of the giving of
          such  notice. The notice of meeting shall set out in reasonable detail
          the  business  to  be considered at such meeting and no other business
          shall  be transacted at such meeting without the consent of all of the
          directors.

     (b)  Meetings  of  the  Board  may  be held by telephone conference and the
          parties  specifically  consent  to  the  validity  of meetings so held
          provided  the  requirements relating to quorum and notice are complied
          with.


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                                        5

     (c)  A  quorum  for a meeting of the Board shall be two of the directors of
          the  Company.

3.7  FAILURE TO VOTE. In the event that a director shall fail to vote and act as
     a  director to carry out the provisions of this Agreement, the Shareholders
     shall  exercise  their  rights  as  members  of  the Company to remove such
     director  from the Board and, subject to subsection 3.2, to elect in his or
     her  place  an individual who will use his or her best efforts to carry out
     the  provisions  of  this  Agreement.

3.8  MATTERS  REQUIRING  UNANIMOUS APPROVAL OF DIRECTORS. The matters set out in
     Schedule  B  shall  only be undertaken with (in addition to the consents or
     approvals,  if  any,  required under the Company Act or the Articles of the
     Company)  the  consent  in  writing of all of the directors of the Company.

4.   FINANCES

4.1  iQUEST RIGHT OF FIRST REFUSAL. The Company shall not agree to any Financing
     in  excess  of  $20,000  without  first providing iQuest the opportunity to
     provide such Financing. The Company shall give iQuest written notice of any
     proposed  Financing  and  allow iQuest to match such Financing within seven
     days  of  the  provision of the notice. The notice must state the amount of
     Financing  being  sought  and  the  terms  of repayment. If iQuest does not
     exercise  its  right  of first refusal, then the Company may seek Financing
     from  any  other  source on terms materially equivalent to those set out in
     the  notice,  provided  that the amount of funds which the Company seeks to
     borrow does not vary by more than 5% from the amount set out in the notice.

4.2  BANK  FINANCING.  Subject  to  section  4.1 and subject to the Shareholders
     agreeing  otherwise,  the Company shall borrow from the Bank, to the extent
     the Company is able on terms satisfactory  to the Board, the funds required
     from  time  to  time  by  the  Company.

4.3  INTEREST.  Shareholders'  Loans  shall not bear interest unless unanimously
     agreed  to  by  the  Board.

4.4  SUBORDINATION  OF  SHAREHOLDERS'  LOANS. The Shareholders shall subordinate
     and postpone all Shareholders' Loans (including without limitation existing
     loans, if any) to all financings or borrowings by the Company to the extent
     required  by  the  Board.

4.5  RESTRICTION  ON  DEMAND.  No  Shareholder  shall  demand  repayment  of  a
     Shareholder's  Loan,  unless:

     (a)  all  Shareholders  agree  in  writing  to  the  repayment;  or

     (b)  this  Agreement  has  terminated  in  accordance with subsection 14.1.

4.6  INDEMNITIES.  If at any time a Shareholder (or its Representative or one of
     its  Affiliates)  (the "Indemnitor") becomes a guarantor or a surety of, or
     otherwise  liable  for,  any indebtedness or obligations of the Company (or
     any  of its Subsidiaries) (whether such guarantee or obligation is limited,
     several  or  joint  and  several)  and  the  incurrence  of  such


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                                        6

     liability  was  made  at  the unanimous written request of the Board, then,
     subject  to  subsection 12.11 of this Agreement, the other Shareholders and
     their Representatives and Affiliates, shall jointly and severally indemnify
     and  save  harmless  the Indemnitor so that each Shareholder (together with
     its Representatives and Affiliates) shall be liable and shall pay its share
     of  such  indebtedness  or  obligation  which  is  proportionate  to  each
     Shareholder's  respective holdings of shares in the capital of the Company.

4.7. ISSUING  CHEQUES.  Any  cheque  drawn upon the Company's bank account shall
     require  the signatures of two authorized signatories. For any cheque drawn
     upon  the  Company's  bank  account  in an amount greater than $10,000, the
     authorized signatories shall consist of an authorized signatory selected by
     the  Company  and  an  authorized  signatory selected by iQuest. The signed
     cheque,  or notice that the signature will not be provided with reasons why
     the signature has not been provided, shall be provided on or before 3:00 pm
     the  Business  Day  following  a  request  for  signature.

5.   RESTRICTIONS  ON  TRANSFER

5.1. RESTRICTION  ON  TRANSFER. No Shareholder shall Transfer all or any part of
     its  Interest  to  any  person,  whether  a  Shareholder  or not, except as
     otherwise  expressly  provided  in  this  Agreement.

5.2. ABSOLUTE  RESTRICTION  ON SALE FOR 1 YEAR. No Shareholder shall sell any of
     its  Shares  for  a  period  of  one  year  commencing  on the date of this
     Agreement.

5.3. RIGHT  OF  FIRST  REFUSAL

     (a)  A  Shareholder  (the "Offeror") desiring to transfer any or all of its
          Shares  shall  give  written  notice  to  the  Company  (the "Transfer
          Notice")  specifying  the  number  of  its  Shares  that it desires to
          transfer (the "Offered Shares"), the price, in lawful money of Canada,
          for  the  Offered  Shares,  and  the  terms  of payment upon which the
          Offeror  is  prepared  to  transfer  the  Offered Shares. The Transfer
          Notice  shall  constitute  the Company as the agent of the Offeror for
          the  sale  of  the  Offered  Shares  to  any  other  Shareholder  or
          Shareholders  at  the price and upon the terms of payment specified in
          the  Transfer Notice. The Transfer Notice shall also state whether the
          Offeror  has  received  an offer to purchase (the "Third Party Offer")
          the  Offered  Shares,  OR  any  of them, from, or proposes to sell the
          Offered  Shares,  or any of them, to, any particular person or persons
          who  are not Shareholders (the "Third Party Offerors") and, if so, the
          names  and  addresses  of those persons and the price and terms in the
          Third  Party  Offer  shall  be  specified  in the Transfer Notice. The
          Transfer  Notice shall constitute an offer by the Offeror to the other
          Shareholders  to sell the Offered Shares to the other Shareholders and
          shall  not  be  revocable.

     (b)  The  Company  shall  forthwith  upon  receipt  of  the Transfer Notice
          transmit  a  copy of it to each Shareholder other than the Offeror and
          shall  request  that each such Shareholder state in writing, within 14
          days  from  the  date  of  the  Transfer  Notice,


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                                        7

          whether  it  is  willing to purchase any of the Offered Shares and, if
          so,  the  maximum  number  it  is  willing  to  purchase.

     (c)  Upon  the  expiration  of  the  14-day  notice  period provided for in
          paragraph  above,  if  the  Company has received from the Shareholders
          entitled  to  receive  the  Transfer  Notice sufficient acceptances to
          purchase  all the Offered Shares the Company shall thereupon apportion
          the  Offered  Shares  among  the Shareholders so accepting pro rata in
          proportion  to  the number of shares held by each of them respectively
          up  to  the  number  of  Offered  Shares  accepted  by  each  of  them
          respectively. If the Company did not receive sufficient acceptances to
          purchase all of the Offered Shares, the Company may, but only with the
          consent  of  the  Offeror,  who  shall  not  be obliged to sell in the
          aggregate  less  than  all  the  Offered Shares, apportion the Offered
          Shares  among the Shareholders accepting pro rata in proportion to the
          number of shares held by each of them respectively up to the number of
          the  Offered  Shares  accepted  by  each  of  them  respectively.

     (d)  Upon  the  Company's  receipt  of an acceptance to purchase all or any
          part  of  the  Offered Shares and after an apportionment has been made
          pursuant  to  paragraph (c) above, if necessary, a binding contract of
          purchase  and  sale  between  the  Offeror  and  the  Shareholder  who
          transmitted  such acceptance shall be deemed to come into existence on
          the  terms  set  out  in this Agreement and the Transfer Notice, which
          contract  will  be  completed  in  the  manner provided in section 12.

     (e)  After  an  apportionment has been made pursuant to paragraph (c) above
          and  upon payment of the price for the Offered Shares apportioned, the
          Offeror  shall  be  bound  to transfer those shares in accordance with
          that apportionment and if the Offeror fails to do so the Company shall
          cause  the  names  of the purchasing Shareholders to be entered in the
          register  of members of the Company as the holders of those shares and
          shall  cancel  the share certificates previously issued to the Offeror
          representing  those  shares  whether  they  have  been produced to the
          Company  or  not. Payment to the Company, as agent for the Offeror, of
          the  Purchase  Price  shall  be  sufficient  payment by the purchasing
          Shareholders  and entry of the transfers in the register of members of
          the  Company  shall  be  conclusive  evidence  of  the validity of the
          transfers. Upon completion of the transfers, and delivery of the share
          certificates  duly  endorsed  in blank for transfer, the Company shall
          pay  the  Purchase  Price  to  the  Offeror.

     (f)  The  Offeror  may  for a period of 90 days after the expiration of the
          14-day  period  provided  for  in  paragraph (b) above transfer to any
          person the Offered Shares not purchased by other Shareholders pursuant
          to  paragraphs  (b),  (c),  (d)  and  (e)  above,  provided  that:

          (i)  if  the  other  Shareholders  did not purchase any of the Offered
               Shares,  the  Offeror  may  not  sell  less  than all the Offered
               Shares;


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                                        8

          (ii) the  Offeror  shall  sell the Offered Shares for cash at Closing,
               free  and clear of encumbrances, and on terms which are otherwise
               identical  to  those  specified  in  the  Transfer  Notice;

          (iii)the  Offeror  shall  not  sell any of the  Offered Shares  to any
               person,  unless at the time of the sale that person complies with
               subsection  5.6;  and

          (iv) if  the  Offeror has not transferred the Offered Shares or any of
               them  within  the  90-day  period,  then  the  provisions of this
               subsection  5.3  shall  again  become  applicable  to  all of the
               Offered  Shares  not  disposed  of  within  the  90-day  period.

     (g)  The  provisions as to transfers of Shares contained in paragraphs (a),
          (b),  (c),  (d),  (e)  and (f) of this subsection 5.3 shall not apply:

          (i)  if,  before  the  proposed  transfer of Shares is made, the other
               Shareholders  waive  their rights to receive the Transfer Notice;
               or

          (ii) to  any transfer of Shares pursuant to the provisions of sections
               6,  8,  9  and  10  of  this  Agreement.

     (h)  The  Offeror  may include all or any part of its Shareholder's Loan in
          the  Transfer  Notice,  in  which case the Shareholder's Loan (or part
          thereof) shall be included in the price of the Offered Shares, and all
          references  to  Offered  Shares  in  subsection  5.3 shall include the
          portion  of  the  Shareholder's  Loan included therein. If the Offeror
          does  not  include  its Shareholder's Loan in the Transfer Notice, the
          Offeror  shall retain its Shareholder's Loan, which shall be repaid as
          the  Company's  finances  permit,  as  determined  by  the  directors.

5.4. TRANSFER  TO  AFFILIATES. Notwithstanding subsections 5.1, 5.2 and 5.3, any
     Shareholder  may  sell,  transfer or otherwise dispose of all, but not less
     than all, of its Interest to an Affiliate controlled by such Shareholder or
     the  Representative  of  such  Shareholder provided that, prior to any such
     transfer,  the  Shareholder  and the Affiliate enter into an agreement with
     the other parties to this Agreement, in form and content acceptable to such
     parties,  which  provides  that:

     (a)  one  hundred  percent  (100%)  of  the  Shareholder's Interest will be
          transferred  to  the  Affiliate;

     (b)  the  Affiliate  will remain an Affiliate controlled by the Shareholder
          (or  the  Representative  of  such  Shareholder)  for  so  long as the
          Affiliate  holds  the  Interest;

     (c)  prior  to  the  Affiliate ceasing to be an Affiliate controlled by the
          Shareholder (or the Representative of such Shareholder), the Affiliate
          will  transfer its Interest to the Shareholder or to another Affiliate
          controlled  by  the  Shareholder  (or  the  Representative  of  such
          Shareholder),  and  that  such  other  Affiliate  will  enter  into an
          agreement  similar  to  this Agreement with the other Shareholders and
          the  Company;


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                                        9

     (d)  the  Affiliate  will otherwise be bound by and have the benefit of the
          provisions  of  this  Agreement;  and

     (e)  the obligations of the original Shareholder hereunder shall not in any
          way  be  released  and  shall  continue  in  ml1  force  and  effect.

5.5. NO  TRANSFER BY DEFAULTING SHAREHOLDER. Notwithstanding any other provision
     of  this  Agreement,  except as required by the terms of this Agreement, no
     Shareholder  shall  be  entitled  to  sell,  transfer,  assign or otherwise
     dispose  of  its  Interest,  or any part thereof, without the prior written
     consent  of  the  other  Shareholders,  if  it is at that time a Defaulting
     Shareholder,  unless  prior  to or concurrently with that sale, transfer or
     other  disposition  it  ceases  to  be  a  Defaulting  Shareholder.

5.6. FURTHER  RESTRICTION  OF TRANSFER. No Shareholder shall transfer all or any
     part  of  its  Interest to any person, whether a Shareholder or not, who is
     not  a  party to or has not agreed to be bound by this Agreement until such
     person  subscribes  to  or  agrees  to  be  bound  by  this  Agreement. The
     Shareholders  and  the Company will not recognise or treat as a shareholder
     of  the  Company  any  person who acquires any interest or control over any
     Shares  or  afford any such person the rights afforded by this Agreement or
     any  of  the  incidents  connected  with being a shareholder of the Company
     until  such  person  subscribes to or agrees to be bound by this Agreement,
     and the Shareholders need only deal with as a member of the Company persons
     who  have  subscribed  to  or  agreed  to  be  bound  by  this  Agreement.

5.7. PIGGY  BACK  RIGHTS

     (a)  if,  at  any  time,  an Offeror receives a bona fide Third Party Offer
          from a Third Party Offeror to purchase all or any part of the Interest
          held by or on behalf of the Offeror, the Offeror shall not accept such
          Third  Party  Offer  unless:

          (i)  the  Third  Party  Offeror  has agreed to purchase from the Other
               Shareholders  all  of  the Interest held by or for the benefit of
               the  Other  Shareholders  for  the  same per Share and per dollar
               amount  of  Shareholder's  Loans price, and on the same terms and
               conditions  as  set out  in  the  Third  Party  Offer;

          (ii) the  Offeror  has  delivered  to the Other Shareholders a copy of
               such  Third  Party Offer and a notice in writing (the "Piggy Back
               Notice")  specifying  that the Offeror is prepared to accept such
               Third  Party  Offer;  and

          (iii)if  the  Other  Shareholders  elect to sell their Interest to the
               Third Party Offeror pursuant to subparagraph 5.7(b)(i), the Third
               Party  Offeror  has  executed  such  agreements  or  documents
               reasonably  acceptable  to  the Other Shareholders to reflect the
               agreement  referred  to  in  subparagraph  5.7(a)(i).


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                                       10

     (b)  Following  receipt  by  the Other Shareholders of a Piggy Back Notice,
          each  of  the  Other  Shareholders  shall  have the right, exercisable
          within  30 days from the date of its receipt of the Piggy Back Notice,
          to  notify  the  Offeror  in  writing:

          (i)  that  the  Other  Shareholder is electing to sell its Interest to
               the  Third Party Offeror at the same price, and on the same terms
               and  conditions  set  out  in  the  Third  Party  Offer  (each an
               "Electing  Shareholder");  or

          (ii) that  the  Other Shareholder is electing not to sell its Interest
               to  the  Third  Party  Offeror.

     (c)  if  any  of  the  Other  Shareholders  does  not notify the Offeror in
          writing  within  the period of 30 days provided in paragraph 5.7(b) of
          the  election  by  the  Other  Shareholder to sell its Interest to the
          Third  Party  Offeror  pursuant  to  subparagraph 5.7(b)(i), the Other
          Shareholder  shall  be deemed to have elected not to sell its Interest
          to  the  Third  Party  Offeror.

     (d)

          (i)  Provided that the Offeror has complied with paragraph 5.7(a), and
               provided  that  all  of  the  Other  Shareholders  are  Electing
               Shareholders,  following  the  expiration  of  the  30-day period
               referred  to  in  paragraph  5.7(b)  the Offeror and any Electing
               Shareholder  may, for 30 days thereafter, sell their Interests to
               the  Third  Party Offeror (or its nominee), on the same terms and
               conditions  as  set  out  in  the  Third  Party  Offer.

          (ii) The  Offeror  and  any Electing Shareholder shall not sell all or
               any part of their Interests pursuant to subparagraph 5.7(d)(i) to
               any person other than the Third Party Offeror (or its nominee) or
               at  any  price  or  on  terms different from those set out in the
               Third  Party  Offer.

          (iii) if any of the Other Shareholders elects not to sell its Interest
               to the Third Party Offeror pursuant to subparagraph 5.7(b)(ii) or
               pursuant  to subparagraph 5.7(c) is deemed to have elected not to
               sell its Interest to the Third Party Offeror, the Offeror and any
               Electing  Shareholder  may sell to the Third Party Offeror all or
               any  part of the Interest held by or on their behalf provided the
               Offeror  and  each  Electing  Shareholder  first  complies  with
               paragraph  5.3.

5.8  DRAG  ALONG  RIGHTS.  Subject  first  to the application of the pre-emptive
     rights  under  subsection  5.3, if any arms length third party who is not a
     Shareholder,  an  Affiliate  or  a Representative (the "Drag-Along Proposed
     Purchaser")  proposes  to acquire a number of Shares for not less than fair
     market  value  that  will  give the Drag-Along Proposed Purchaser more than
     80.1% of the then issued shares of the Company (the "Pre-DA Trigger Offer")
     the  Drag-Along  Proposed  Purchaser shall have the right, by notice to all
     other  Shareholders not less 30 days prior to the Closing, to require those
     other  Shareholders  to also accept the Pre-DA Trigger Offer (a "Drag-Along
     Trigger  Offer")  and  those other Shareholders shall accept the Drag-Along
     Trigger  Offer,  provided  that:


<PAGE>
                                       11

     (a)  if, because other Shareholders exercise their pre-emptive rights under
          subsection  5.3,  the Drag-Along Proposed purchaser does not have, nor
          will  it  have,  more  than  80.1%  of  the  then issued shares of the
          Company,  then  the  Drag-Along Trigger Offer shall be considered null
          and  void,

     (b)  the  terms  and  conditions of the Drag-Along Trigger Offer, including
          the  consideration  to  be  paid,  are no less favourable to the other
          Shareholders than those of the Pre-DA Trigger Offer to the Shareholder
          or  group  of  Shareholders  receiving  that  offer;

     (c)  all  payments  to  be  made  to  the Shareholders under the Drag-Along
          Trigger  Offer  are to be made in cash, certified cheque or bank draft
          forthwith  upon  acquisition  of  the  Shares;

     (d)  no  Shareholder  is  required  to  provide  any  representations  and
          warranties,  or give any undertaking or incur or assume any liability,
          in  connection with the Drag-Along Trigger Offer, except the usual and
          customary representations relating to that Shareholder's ownership and
          unencumbered  title  to the Shares, and, if relevant, corporate power;
          and

     (e)  the  sale  of  the  Shares  under  the  Pre-DA  Trigger  Offer and the
          Drag-Along  Trigger  Offer  is  completed  by  the  relevant  parties
          concurrently  and  in  accordance with the terms of the Pre-DA Trigger
          Offer  and  the  Drag-Along  Trigger  Offer.

6.   TRANSFER  OF  INTERESTS  ON  DEATH

6.1. METHOD  OF  MANDATORY  SALE.  Upon  the  death  of  a  Shareholder  or  a
     Representative  (the  "Deceased"), the surviving Shareholders (the "Subject
     Shareholder")  shall  at their option purchase the Deceased's Interest (the
     "Subject  Interest") for a Purchase Price equal to the fair market value of
     the  Subject  Interest,  determined  as  of  the  Date  in  accordance with
     subsection  12.2.  Notwithstanding anything to the contrary, the provisions
     of  section  6  of  this  Agreement  relating to the purchase and sale of a
     Subject  Interest shall only apply if the Deceased is required, to sell the
     Subject  Interest  under  this  subsection  6.1.

6.2. OBLIGATION  TO  PURCHASE. Each Subject Shareholder shall, within 90 days of
     the  Date,  make  an election as to whether to proceed under subsection 6.1
     and shall notify the Company and the other Shareholders of its election and
     the  maximum  number  of  shares  the  Subject  Shareholder  is  willing to
     purchase.  If  a  Subject  Shareholder  fails to notify the Company and the
     other Shareholders of its election within 90 days of the Date, that Subject
     Shareholder shall be deemed to have elected not to proceed under subsection
     6.1.  Upon  receipt  of  the  notice from the Subject Shareholders of their
     election,  the  Subject  Shareholders  shall purchase the Subject Interest,
     pro-rata between the Subject Shareholders who gave notice of their election
     to  proceed  under  subsection  6.1, provided that each Subject Shareholder
     shall  only  purchase up to the maximum number of shares specified in their
     notice,  If  a  portion  of  the  Subject  Interest  has not designated for
     purchase  after the pro-rata allotment, and the maximum number of shares of
     one  or  more


<PAGE>
                                       12

     Subject  Shareholders  has  not  yet  been reached, then those shareholders
     shall  purchase,  pro-rata  the  portion  of  the  Subject Interest not yet
     designated  for  purchase.

6.3. CLOSING  OF  PURCHASE  AND  SALE

     (a)  Upon the Company's receipt of the notice from the Subject Shareholders
          of their election, a binding contract of purchase and sale between the
          Subject  Shareholders  and  the  Deceased shall be deemed to come into
          existence  on the terms set out in this Agreement, which contract will
          be  completed  in  the  manner  provided  in  section  11.

     (b)  The  Closing  of  the  purchase and sale of the Subject Interest shall
          take  place  on  that  date  which  is  the  latest  of:

          (i)  120  days  following  the  Date;  and

          (ii) 30  days  after  the  final  determination of the Purchase Price.

6.4. SHARES  NOT  PURCHASED. The estate of the Deceased may transfer the portion
     of  the  Subject  Interest  not  purchased pursuant to subsection 6.1 for a
     period of 60 days following the Closing set out in paragraph 6.3(b) without
     restriction  on  to  whom  it  may be sold and the price at which it may be
     sold,  provided that the person purchasing the shares agrees to be bound by
     this  Agreement.  After  60  days  following  the  Closing,  as  set out in
     paragraph 6.3(b) the estate OF the Deceased may transfer the portion of the
     Subject  Interest  not  purchased pursuant to subsection 6.1 so long as the
     estate  of  the  Deceased  complies  with  section  5  of  this  Agreement.

7.   DEATH  OF  LAST  REPRESENTATIVE

7.1. Notwithstanding  any  other  term  in  this  Agreement,  section  6 of this
     Agreement  shall  not  apply in any way in respect of the death of the last
     Shareholder  or  Representative  to  die.

8.   BUY  AND  SELL  OPTIONS

8.1. OPTION  EVENTS.  In  this section 8, an option event (an "Option Event") in
     respect  of  a  Shareholder  means  any  one  of  the  following:

     (a)  the  Shares of the Shareholder become subject to a proceeding pursuant
          to  the  Family  Relations  Act  (British  Colombia);  or

     (b)  the  Permanent  Incapacity of the Shareholder or the Representative of
          the  Shareholder.

8.2. OPTIONS.  Notwithstanding  any  other provision of this Agreement, upon the
     occurrence  of an Option Event in respect of a Shareholder (the "Optionor")
     and  for  a  period  of  12  months  thereafter  the following shall apply:


<PAGE>
                                       13

     (a)  the  other  Shareholders  shall  have the option (the "Buy Option") to
          purchase from the Optionor all, but not less than all, of the Interest
          then owned by the Optionor (the "Option Interest") at a Purchase Price
          equal  to  the  fair market value of the Option Interest determined in
          accordance  with  subsection  12.2;  and

     (b)  in  the case only of the occurrence of the Option Event referred to in
          paragraph  8.1(b),  the  Optionor  shall  have  the  option (the "Sell
          Option")  to  sell  to the other Shareholders the Option Interest at a
          Purchase  Price  equal to the fair market value of the Option Interest
          determined  in  accordance  with  subsection  12.2.

8.3. EXERCISE  OF  OPTIONS.  The  Buy  Option  or  the  Sell  Option  shall  be
     exercisable:

     (a)  the  case  of  the  Buy  Option,  by  any  one  or  more  of the other
          Shareholders;  or

     (b)  in  the  case  of  the Sell Option, by the Optionor, delivering to the
          Company  and, in the case of subparagraph 8.3(a), the Optionor and the
          other  Shareholders  (other  than the one giving the Exercise Notice),
          and  in  the  case  of  sub-paragraph 8.3(b), the other Shareholders a
          notice  (the  "Exercise Notice") exercising the Buy Option or the Sell
          Option,  as  the  case  may  be.

8.4. APPORTIONMENT  BETWEEN  SHAREHOLDERS.  if  the Company receives two or more
     Exercise  Notices  from Shareholders exercising the Buy Option, the Company
     shall  thereupon  apportion  the  Option Interest among the Shareholders so
     accepting  pro  rata  in  proportion to the number of shares of the Company
     held  by each of them respectively and, if the Company receives an Exercise
     Option  from  the  Optionor  exercising  the Sell Option, the Company shall
     thereupon  apportion  the  Option Interest among the other Shareholders pro
     rata  in  proportion to the number of shares of the Company held by each of
     them  respectively.

8.5. CONTRACT FOR PURCHASE OR SALE OF THE OPTION INTEREST. Upon the giving of an
     Exercise  Notice  under subsection 8.3, and after an apportionment has been
     made  pursuant  to  subsection  8.4,  if  necessary, a  binding contract of
     purchase  and  sale  between the Optionor and the other Shareholder(s) (the
     "Optionee")  shall be deemed to come into existence on the terms set out in
     this  section 8, which contract will be completed in the manner provided in
     section  11.

8.6. PAYMENT OF PURCHASE PRICE. The Purchase Price for the Option Interest shall
     be  paid  as  follows:

     (a)  on  Closing, the Optionee shall pay to the Optionor an amount equal to
          the  greater  of  50%  of  the  Purchase  Price  and the amount of any
          disability  insurance  proceeds received by the Company on or prior to
          the  Closing  Date  as  a  result  of  the Permanent Incapacity of the
          Representative  of  the  Optionor,  but  not in excess of the Purchase
          Price;

     (b)  the  unpaid balance of the Purchase Price of the Option Interest shall
          be  paid  in  five  equal  annual installments commencing on the first
          anniversary  of  the  Closing


<PAGE>
                                       14

          Date  and  continuing  on  the  second,  third,  fourth  and  fifth
          anniversaries  thereof,  and  the  outstanding balance of the Purchase
          Price  shall  bear  interest  at  the  Prime  Rate plus l%, calculated
          semi-annually  not  in  arrears  and such interest shall be payable in
          annual  installments on the same dates that the principal installments
          are  due.

9.   DEFAULT

9.1. EVENTS  OF  DEFAULT.  An  event  of  default  (a  "Default")  arises  if  a
     Shareholder,  or  in  the  case  of  clauses  (a),  (b)  AND  (c)  below, a
     Representative  of  a  Shareholder  (a  "Defaulting  Shareholder"):

     (a)  fails to observe, perform or carry out any of its material obligations
          under  this Agreement and such failure continues for 30 days after any
          Shareholder  not  in  default  (the  "Nondefaulting  Shareholder"
          individually  and the "Nondefaulting Shareholders" collectively) gives
          a written notice of such default to the Defaulting Shareholder and the
          Company,  which  notice  shall  set out particulars of the Default and
          demand  that  the  Default  be  cured;

     (b)  fails  to take reasonable actions to prevent or defend assiduously any
          action,  proceeding,  seizure,  execution,  or attachment which claims
          possession,  sale,  foreclosure,  the  appointment  of  a  receiver or
          receiver manager of his or her assets, or forfeiture or termination of
          or  against,  any  of  the Interest of the Defaulting Shareholder, and
          such  failure  continues for 30 days after a Nondefaulting Shareholder
          has  in  writing demanded that such actions be taken or the Defaulting
          Shareholder  fails to defend successfully any such action, proceeding,
          seizure,  execution  or  attachment;

     (c)  commits  or  is  the  subject  of  an  Insolvency  Event;  or

     (d)  ceases to be controlled, directly or indirectly, by the Representative
          of  such  Shareholder,  OTHER  than  as  a result of the death of such
          person.

9.2. REMEDIES.  If  a  Default occurs under subsection 11 .l, any one or more of
     the  Nondefaulting  Shareholders  may:

     (a)  pursue  any remedy available in law or in equity, each Shareholder and
          Representative  acknowledging  that  specific  performance, injunctive
          relief  (mandatory  or otherwise) or other equitable relief may be the
          only  adequate  remedy  for  a  Default;

     (b)  take  all  actions  in their own name or in the name of the Defaulting
          Shareholder  or  the  Defaulting  Shareholder's  Representative,  the
          Shareholders  or the Company as may reasonably be required to cure the
          Default,  and  all  payments,  costs  and  expenses  incurred  by  the
          Nondefaulting  Shareholder(s)  shall  be  payable  by  the  Defaulting
          Shareholder  to  the  Nondefaulting  Shareholder(s)  on  demand  with
          interest  at  the  Prime  Rate  plus  2%  per  annum;


<PAGE>
                                       15

     (c)  implement  the  buy-sell  procedure  set  out  in  subsection  9.3  by
          notifying  the  Company  of  the  Default,  the name of the Defaulting
          Shareholder  and the Nondefaulting Shareholder's election to implement
          such  procedure  (the  "Notice  of  Default");  and

     (d)  waive  the  Default,  provided that any waiver of a particular Default
          shall  only  be  effective  if  it  is  in  writing,  signed  by  the
          Nondefaulting  Shareholder,  shall  not  operate  as  a  waiver of any
          subsequent  or  continuing  Default, and shall not be binding upon, or
          limit the remedies available to, any Nondefaulting Shareholder who has
          not  signed  such  waiver.

9.3. BUY-SELL  PROCEDURE ON DEFAULT. In the event the buy-sell procedure in this
     subsection  9.3 is implemented pursuant to paragraph 9.2(c), the Defaulting
     Shareholder  shall  be deemed to offer to sell (the "Offer") to the Company
     and  the  Non-Defaulting  Shareholder(s) all, but not less than all, of its
     Interest  on  the  following  terms  and  conditions:

     (a)  the  Purchase  Price  payable shall be equal to 90% of the fair market
          value  of  the  Defaulting Shareholder's Interest determined as of the
          date  of  the  Notice  of  Default in accordance with subsection 12.2;

     (b)  upon  receipt  of  the Notice of Default, the President of the Company
          shall  forthwith:

          (i)  transmit  the Notice of Default and Offer to each director of the
               Company;

          (ii) transmit  the  Notice  of  Default  and  Offer  to  each  of  the
               Nondefaulting  Shareholder(s);  and

          (iii)call  a  meeting  of  the  Board  to  consider  the  Offer;

     (c)  the  Company shall have the first right to accept the Offer and to the
          extent  that it is accepted, the Nondefaulting Shareholder(s) agree to
          refuse  any  pro  rata  offer  by the Company to purchase the Interest
          which is required to be made by the Company under the Company Act, the
          Articles  of  the  Company  or  this  Agreement;

     (d)  if  the  Offer  is  not  wholly accepted by the Company within 30 days
          after  the  date  of  the  Notice  of  Default:

          (i)  the  Secretary  of  the  Company  shall  advise the Nondefaulting
               Shareholder(s)  of  the  extent to which the Offer is still open,
               forthwith  upon  the  expiration  of the aforesaid 30-day period;

          (ii) that  portion  of  the Offer not accepted by the Company shall be
               open  for acceptance within the next 14 days by the Nondefaulting
               Shareholder(s)  pro  rata  in  accordance  with  their respective
               shareholdings  in  the  Company;


<PAGE>
                                       16

          (iii)acceptance  by  the  Nondefaulting  Shareholder(s)  of  the Offer
               shall  be  by  notice to the Secretary of the Company and by such
               acceptance  a  Nondefaulting  Shareholder  may  specify  any
               additional  portion  of  the  Interest offered for sale that such
               Nondefaulting  Shareholder  is  prepared to purchase in the event
               that  any  of  the  other  Nondefaulting  Shareholder(s) fails to
               accept  such  Offer,  and  if  any  of  the  other  Nondefaulting
               Shareholder(s)  fails  to  accept  such Offer, such Nondefaulting
               Shareholder  (pro  rata  if  more  than one) shall be entitled to
               purchase  such  additional portion of the Interest as shall be so
               available;  and

          (iv) the  Secretary  of the Company shall advise each of the directors
               of  the  Company  of  the extent to which the Offer is still open
               forthwith  upon  the expiration  of  the aforesaid 14-day period;

     (e)  after  compliance  with  paragraph 9.3(d), to the extent the Offer has
          not  been  accepted,  the  Company shall be deemed to accept the Offer
          with  respect  to  such  portion  of  the  Interest  as  shall then be
          available;  and

     (f)  upon  the  acceptance of the Offer, a binding contract of purchase and
          sale for the Interest of the Defaulting Shareholder shall be deemed to
          be  formed  between  the Defaulting Shareholder and the Company and/or
          the Nondefaulting Shareholder(s), as the case may be, on the terms and
          conditions  set  out  in  the Offer and this Agreement, which contract
          shall  be  completed  in  the  manner  provided  in  section  11.

9.4. MONIES  HELD.  if and so long as a Shareholder is a Defaulting Shareholder,
     all  monies payable to that Defaulting Shareholder by the Company by way of
     dividends,  repayment  of loans or other distributions shall be held by the
     Company  until  such  time  as  the  Shareholder  is no longer a Defaulting
     Shareholder.

10.  INTER  VIVOS  BUY-SELL  RIGHTS  OF  SHAREHOLDERS

10.1.  COMPULSORY  BUY-OUT.  Subject  to  subsection  10.6,  any  one  or  more
     Shareholders (collectively, the "Offeror Shareholders') may, any time after
     September  25,  2002,  by  written  notice (the "Shareholder Offer") to the
     remaining  Shareholders  (the "Offeree Shareholders") of the Company and to
     the  Company,  require  the  Offeree  Shareholders  to  elect  either:

     (a)  to  sell  all  of  the  Offeree Shareholders' Interests to the Offeror
          Shareholders  for  a  Purchase Price equal to the fair market value of
          such  Interests,  determined  as  of the date on which the Shareholder
          Offer  is  delivered  in  accordance  with  subsection  12.2;  or

     (b)  to  purchase all of the Offeror Shareholders' Interests for a Purchase
          Price  equal  to the fair market value of such Interests determined as
          of  the date on which the Shareholder Offer is delivered in accordance
          with  subsection  12.2;  on  the  terms  and conditions set out in the
          Shareholder  Offer  and  this  Agreement.


<PAGE>
                                       17

10.2.DEEMED OFFER.   The Offeror Shareholders, by sending the Shareholder Offer,
     shall  be  deemed  to make the following offer to the Offeree Shareholders:

     (a)  to  buy  all,  but  not  less  than  all, of the Offeree Shareholders'
          Interests at the Purchase Price referred to in paragraph 10.1 (a); and

     (b)  to  sell  all,  but  not  less  than all, of the Offeree Shareholders'
          Interest  at  the Purchase Price referred to in paragraph 10.1 (b); on
          the  terms  and  conditions  set out in the Shareholder Offer and this
          Agreement.

10.3.OFFEREE  SHAREHOLDERS'  OBLIGATION  TO  BUY  OR SELL. Upon receipt  of  the
     Shareholder  Offer,  the  Offeree Shareholders shall be obligated to elect:

     (a)  to  sell the Interests held by the Offeree Shareholders to the Offeror
          Shareholders  at  the Purchase Price referred to in paragraph 10.1(a);
          or

     (b)  to  buy  the  Offeror  Shareholders'  Interests  at the Purchase Price
          referred to in paragraph 10.1 (b); on the terms and conditions set out
          in  the  Shareholder  Offer  and  this  Agreement.

10.4. ELECTION  TO  BUY  OR  SELL. If  the Offeree Shareholders elect to buy the
     Interests  of  the  Offeror  Shareholders,  or to sell the Interests of the
     Offeree  Shareholders to the Offeror Shareholders, the Offeree Shareholders
     shall give written notice of such election to the Offeror Shareholders (and
     to  every  Offeree  Shareholder)  within  30  days  after  receipt  of  the
     Shareholder  Offer  and, if all of the Offeree Shareholders elect either to
     buy  the  Interests of the Offeror Shareholders or to sell the Interests of
     the  Offeree  Shareholders, by the giving of such written notices a binding
     contract  of  purchase  and  sale  for such Interests shall be deemed to be
     formed between the Offeror Shareholders and the Offeree Shareholders on the
     terms  and conditions set out in the Shareholder Offer, and this Agreement,
     which  contract  shall  be  completed in the manner provided in section 11.

10.5. No  RESPONSE OR INCONSISTENT RESPONSES-DEEMED CONTRACT. If  one or more of
     the  Offeree  Shareholders  does  not  notify  the  Offeror Shareholders in
     writing  within  30  days  of  receipt  by  the Offeree Shareholders of the
     Shareholder  Offer  of  the election by such Offeree Shareholder to buy the
     Offeror  Shareholders'  Interest  or  to  sell the Interest of such Offeree
     Shareholder  to  the Offeror Shareholders, or if one or more of the Offeree
     Shareholders  gives  a  notice  electing  to  buy the Offeror Shareholders'
     Interests  and  one  or  more  of  the  Offeree Shareholders gives a notice
     electing  to  sell  its  Interests to the Offeror Shareholders, the Offeree
     Shareholders  shall  be  deemed  to  have accepted the offer of the Offeror
     Shareholders  to buy the Offeree Shareholders' Interests in accordance with
     the  terms  of  this section 10 and a binding contract of purchase and sale
     for  such  Interests  between  the  Offeror  Shareholders  and  Offeree
     Shareholders  shall  be deemed to come into existence, which contract shall
     be completed in the manner provided in section 11. By this subsection 10.5,
     the  Offeror  Shareholders  expressly  waive  any  requirement  to  receive
     communication  from  the  Offeree Shareholders of the Offeree Shareholders'
     acceptance  of  the  offer  and  the  deemed acceptance of the offer to buy
     provided  by  this  section  shall


<PAGE>
                                       18

     be  a complete estoppel to any action taken or defence raised by any person
     which  in  any  way  contests  the  validity, formation or existence of the
     contract  of  purchase  and  sale  constituted  by  this  subsection  10.5.

10.6.  ONE  OFFER  AT  A TIME. During the period that any Shareholder Offer made
     under  subsection  10.1  has  not  been  completely  disposed  of, no other
     Shareholder  Offer  shall  be  made  under  those  provisions.

11.  COMPLETION  OF  TRANSFERS

11.1 TIME  AND  PLACE OF CLOSING. Except as otherwise expressly provided in this
     Agreement,  or  unless  the  Purchaser  and  the  Vendor otherwise agree in
     writing,  each  contract  of  purchase  and  sale arising out of sections 5
     (other  than  sales under subsection 5.7), 6, 8, 9 or 10 shall be completed
     at  a  Closing  to be held at 11100 a.m., Vancouver time, at the registered
     office  of  the  Company  or  at  such  other  place as the parties to such
     contract  may  agree, on the day (the "Closing Date") which is, in the case
     of  contracts  referred  to  in:

     (a)  sections  5,  89  and  10,  the  later  of:

     (b)  60  days  following  the  date  on  which such contract is formed; and

     (c)  30  days  following  the  final  determination  of  the Purchase Price
          thereunder;  and

     (d)  section  6,  the  date determined in accordance with paragraph 6.3(b);

     or, if such day is not a Business Day, on the next Business Day, or on such
     earlier  day  as  the  parties  to  such  contract  may  agree.

11.2 PARTIES  TO  THE  CONTRACT.  In this section 11, a contract of purchase and
     sale  referred to in subsection 11.1 is called a "Contract", and the Shares
     or  Interest to be sold and purchased pursuant to a Contract are called the
     "Transfer  Interest".

11.3 PAYMENT  FOR  TRANSFER  INTEREST. Except as otherwise expressly provided in
     this  Agreement,  or unless the Purchaser and the Vendor otherwise agree in
     writing,  the  Purchase  Price  for the Transfer Interest shall, subject to
     subsection  8.6,  be paid in full on the Closing Date. In the circumstances
     described  in  subsection 8.6, the Purchase Price for the Transfer Interest
     shall  be  paid  at  the  times  and  in  the  manner  specified  therein.

11.4 SECURITY  FOR BALANCE OF PURCHASE PRICE. Where pursuant to any provision of
     this  Agreement  the Purchase Price to be paid for the Transfer Interest is
     not  to be paid in full on the Closing, the Purchaser shall as security for
     the  unpaid  balance  of  the  Purchase  Price,  together with any interest
     accruing thereon, deliver to the Vendor at the Closing the following:

     (a)  a  promissory  note  in  form  reasonably  satisfactory  to the Vendor
          evidencing  the  outstanding  balance  of  the  Purchase  Price;


<PAGE>
                                       19

     (b)  an  escrow  agreement  in  form  reasonably satisfactory to the Vendor
          providing  that  the  new  share  certificates issued to the Purchaser
          which  represent  the  Shares  transferred  by  the  Vendor  are to be
          endorsed  in  blank and held in escrow by the Vendor's solicitors; and

     (c)  subject  to  obtaining any required consents from the existing lenders
          of  the  Company  and  compliance with the Company Act, a mortgage and
          general  security  agreement,  in forms reasonably satisfactory to the
          Vendor  granting  respectively  a mortgage over all real property then
          owned by the Company and its Subsidiaries and a charge over all of the
          then  presently  owned  and  after-acquired  personal  property of the
          Company  and its Subsidiaries, provided that the Vendor shall agree to
          subordinate  and  postpone  such  security  to all existing and future
          security  granted  by the Company and its Subsidiaries to its Bank and
          to  execute all such documents as are necessary to give effect to such
          subordination  and  postponement.

11.5 CLOSING  DOCUMENTS  AND  ESCROW  BY  COMPANY.

     (d)  In  addition  to any other documents required by this Agreement or the
          terms  of the Contract, the Vendor shall deliver to the Company at the
          Closing,  duly  executed  where  appropriate:

          (i)  an  instrument  of  transfer, share certificates representing the
               shares  being  transferred,  duly endorsed for transfer, and such
               other  documents  as  may be necessary to assign and transfer the
               Transfer  Interest  to  the  Purchaser;

          (ii) the  resignation  of  the Vendor and any persons nominated by the
               Vendor  as  directors or officers of the Company from all offices
               and  directorships in the Company and its Subsidiaries, effective
               on  the  Closing  Date;

          (iii)  if the Vendor is indebted to the Company, a certified cheque of
               the  Vendor  payable  to  the  Company  for  the  amount  of such
               indebtedness;

          (iv) a release of any and all claims which the Vendor may have against
               the  Company;  and

          (v)  all  such  other  documents  and assurances as may be required to
               comply  with  and  to fulfil the intent of this Agreement and the
               terms  of  the  Contract.

     (e)  In  addition  to  any  other  documents  and  things  required by this
          Agreement or the terms of the Contract, the Purchaser shall deliver to
          the  Vendor  at  the Closing, duly executed where appropriate, against
          delivery  by  the Vendor to the Purchaser of the documents referred to
          in  paragraph  11.5(a):

          (i)  the  Purchase  Price  for  the  Transfer  Interest payable at the
               Closing  in  cash  or  by  certified  cheque  drawn on a Canadian
               chartered  bank;


<PAGE>
                                       20

          (ii) a release by the Company of all claims which the Company may have
               against  the  Vendor;  and

          (iii)  all  such  other documents and assurances as may be required to
               comply  with  and  to fulfil the intent of this Agreement and the
               terms  of  the  Contract.

     (f)  All  documents delivered by the Vendor to the Company at or before the
          Closing shall be held by the Company until the Purchaser has delivered
          all  documents  and paid all money required to be delivered or paid to
          the  Vendor by the Purchaser at the Closing, at which time the Company
          shall  deliver  to the Purchaser the documents delivered by the Vendor
          pursuant  to  paragraph  11.5(a)  and  the  transfer  of  the Transfer
          Interest  to  the  Purchaser shall be completed by the Company and new
          certificates  issued for the Shares included in the Transfer Interest.

11.6 TIME  TO  BE  OF THE ESSENCE. Time shall be of the essence of each Contract
     and  each Contract shall be binding upon the parties thereto and upon their
     respective  heirs,  executors,  administrators,  successors,  legal
     representatives  and  assigns.

11.7 FAILURE  TO  COMPLETE

     (a)  If  the Vendor fails to attend the Closing or is present but fails for
          any  reason  whatsoever  to complete the sale of the Transfer Interest
          when  the Purchaser is ready, willing and able to do so, the Purchaser
          may  deposit  the  Purchase  Price  for  the  Transfer Interest into a
          special  account  at  any branch in Vancouver, British Columbia of any
          Canadian  chartered  bank  in  the name of the Vendor and such deposit
          shall  constitute  valid  and  effective  payment to the Vendor at the
          Closing  even  though  the  Vendor  may have voluntarily encumbered or
          disposed  of any of the Transfer Interest and notwithstanding the fact
          that  a  certificate  or certificates representing any of the Transfer
          Interest  may  have been delivered to any pledgee, transferee or other
          person.

     (b)  If the Purchaser deposits the Purchase Price for the Transfer Interest
          into  a  special  account pursuant to paragraph 11.7(a), then from and
          after  the  date of such deposit (even if any certificate representing
          any  of  the Transfer Interest has not been delivered to the Purchaser
          OR  the  Company) the sale and purchase of the Transfer Interest shall
          be  deemed  to  have  been completed and all right, title, benefit and
          interest,  both  at law and in equity, in and to the Transfer Interest
          shall  be conclusively deemed to have been transferred and assigned to
          and  become  vested in the Purchaser and all right, title, benefit and
          interest,  both  at law and in equity, of the Vendor, and of any other
          assignee,  transferee  or  other  person having any interest, legal or
          equitable, in or to the Transfer Interest, whether as a shareholder or
          creditor  of  the Company or the Vendor, or otherwise, shall cease and
          determine,  but  the  Vendor shall be entitled to receive the Purchase
          Price  for the Transfer Interest, without interest, upon completion of
          all acts and deeds as were required of the Vendor to complete the sale
          of  the  Transfer  Interest.


<PAGE>
                                       21

     (c)  For  the  purposes  of  this  subsection 11.7, each Shareholder hereby
          irrevocably  constitutes  and  appoints  each other Shareholder as its
          true  and lawful attorney in fact and agent for, in the name of and on
          behalf  of  such  first  Shareholder  to  execute  and deliver, and to
          receive  delivery  of,  all  such  assignments,  transfers,  deeds,
          assurances and instruments as may be necessary to effectively complete
          the  sale of any Interest pursuant to sections 5, 6, 8, 9 or 10 on the
          records  of  the  Company,  and such appointment and power of attorney
          shall  not  be  revoked  by  the  bankruptcy,  insolvency, winding-up,
          liquidation,  dissolution,  incapacity  or  death  of  such  first
          Shareholder and such fast Shareholder hereby ratifies and confirms and
          agrees  to  ratify  and  confirm  all  that  any other Shareholder, as
          attorney  in  fact and agent for, in the name of and on behalf of such
          first  Shareholder,  may  lawfully do or cause to be done by virtue of
          this  paragraph  11.7(c).

     (d)  If  the Purchaser defaults at the Closing in paying the Purchase Price
          for  the Transfer Interest, then the Vendor may, by delivering written
          notice to the Purchaser and the Company that the Vendor is terminating
          the  Contract,  terminate  the  Contract  and retake possession of the
          Transfer  Interest  as  the absolute owner thereof, in which event the
          rights  of  the  Purchaser  in  respect of the Transfer Interest shall
          revert to the Vendor and the Vendor shall be entitled, upon delivering
          to  the Company and each Shareholder its duly executed subscription to
          this  Agreement  to  the  return  from  the  Company  of the documents
          delivered  by  the  Vendor to the Company in escrow in connection with
          the  Contract.

     (e)  If  either  the Vendor or the Purchaser fails to complete the Contract
          as  required  herein,  the  Contract  is  specifically enforceable and
          nothing  in  this  Agreement  shall  be  construed  to  mitigate  the
          availability  of  the remedy of specific performance in respect of the
          Contract  in  a  court  of  law.

11.8 WAIVER  AND CONSENTS. Each of the Shareholders hereby expressly consents to
     the transfer of any Shares or Interests transferred in accordance with this
     Agreement,  agrees  to  execute  promptly  on  demand  specific waivers and
     consents  if  requested by another party, covenants and agrees to waive any
     restriction  on  transfer  contained  in  the memorandum or articles of the
     Company  in  order  to  give effect to such transfers and agrees to vote in
     favour  of  or  consent  in  writing  to  resolutions  of  the  members (if
     applicable)  of  the  Company  approving  the  transfer  of  any  Shares or
     Interests  which  is  not  prohibited by this Agreement. In the case of any
     transfer  of  Shares in accordance with this Agreement where the Company is
     the  Purchaser  of  such  Shares, the Shareholders other than the Vendor in
     respect  of  such Contract hereby waive their rights to require the Company
     to  purchase  their Shares, except as expressly set forth in this Agreement
     and  covenant  to  reject  any  pro rata offer to purchase Shares which the
     Company  may  be  obliged to make pursuant to the provisions of the Company
     Act.

12.  GENERAL  PROVISIONS  ON  TRANSFER

12.1 TRANSFER  OF  SHARES.  The  transfer  of  the  Shares  or  Interest  of any
     Shareholder pursuant to any of the terms of this Agreement shall be subject
     to  the  general provisions set out in this section 12. In the event of any
     inconsistency  between  any  of  the  provisions  of


<PAGE>
                                       22

     sections 5, 6, 8, 9 or 10 and any of the provisions of this section 12, the
     provisions  of  this  section  12  shall  govern.

12.2 DETERMINATION  OF  FAIR  MARKET  VALUE.

(a)  Where  pursuant  to  the provisions of subsections 6.1, 8.2, 9.3 or 10.1 of
     this  Agreement  a determination of the fair market value of an Interest is
     required  to  be  made (in this subsection 12.2 referred to as the "Subject
     Interest"), a Shareholder may give written notice to the other Shareholders
     requesting  that  the Shareholders forthwith meet and attempt in good faith
     to  agree  upon the fair market value of the Subject Interest. In the event
     that all of the Shareholders are able to reach agreement on the fair market
     value  of the Subject Interest, such agreed value shall be deemed to be the
     fair  market  value  of  the  Subject  Interest  for  the  purposes of this
     Agreement.

(b)  In  the  event  that  the  Shareholders  are for any reason unable to reach
     agreement  on  the fair market value of the Subject Interest within 14 days
     of  the  delivery  of the notice referred to in paragraph 12.2(a), then the
     Shareholders  shall  forthwith  meet  for  the  purposes of identifying and
     retaining  a valuator (the "First Valuator") for the purpose of determining
     the fair market value of the Subject Interest. Unless otherwise unanimously
     agreed  by  the  Shareholders,  the  First  Valuator shall be an accountant
     practising  with  the  Auditors  who has at least five years" experience in
     valuating businesses and is accredited as a chartered business valuator. In
     the  event  that the Shareholders do not agree upon a First Valuator within
     30  days  of  the  delivery of the notice referred to in paragraph 12.2(a),
     then  any  Shareholder may refer the determination of the First Valuator to
     arbitration  pursuant  to  section  15.

(c)  The  First Valuator shall prepare and deliver to each of the Shareholders a
     written  report (the "First Valuation Report") setting out its Valuation of
     the  Subject  Interest as soon as possible, and in any event within 45 days
     after  being  retained.

(d)  Any  Shareholder  may  within 30 days of its receipt of the First Valuation
     Report  provide  written  notice to the other Shareholders advising that it
     wishes to have a second Valuation of the Subject Interest undertaken. if no
     such notice is given, the First Valuation Report shall be final and binding
     on  the  parties.  if such notice is given the Shareholders shall forthwith
     meet  for  the purposes of identifying and retaining a second valuator (the
     "Second  Valuator")  for the purpose of preparing a second Valuation of the
     Subject  Interest.  The  Second  Valuator shall be an accountant practising
     with  a  national  accounting  firm other than the Auditors and who has the
     experience  and  credentials referred to in paragraph 12.2(b). In the event
     that the Shareholders do not agree upon a Second Valuator within 14 days of
     the  delivery  of  the  notice  referred  to  in  this  paragraph, then any
     Shareholder  may  refer  the  determination  of  the  Second  Valuator  to
     arbitration  pursuant  to  section  15.


<PAGE>
                                       23

(e)  The Second Valuator shall prepare and deliver to each of the Shareholders a
     written report (the "Second Valuation Report") setting out its Valuation of
     the  Subject  Interest as soon as possible, and in any event within 45 days
     after  being  retained.  Where a Second Valuation Report has been prepared,
     the  fair  market  value  of  the  Subject  Interest  for  the  purposes of
     subsections  6.1,  8.2, 9.3 or 10.1 of this Agreement shall be equal to the
     average of the fair market values of the Subject Interest as set out in the
     First  Valuation  Report  and  the  Second  Valuation  Report.

(f)  The  Company and each of the Shareholders shall make available to the First
     Valuator  and  the  Second  Valuator  all books, records and other data and
     information  in their possession or control as the First Valuator or Second
     Valuator  may  reasonably  require  for  the  purposes  of  its  valuation.

(g)  In  determining  the  fair  market value of the Subject Interest under this
     subsection  12.2, the First Valuator and the Second Valuator may apply such
     principles  of valuation as each considers appropriate in the circumstances
     provided  that:

     (i)  there  shall  be  no  premium for a control position or discount for a
          minority  position;

     (ii) the  proceeds of any life insurance shall not be taken into account in
          determining  the  value  of  the  Subject  Interest;

     (iii)  the  fair  market  value  of  any  Shareholder  Loans  shall  not be
          discounted  by  reason only of the fact that such Loans are not demand
          loans  and  may  not  bear  interest;  and

     (iv) the  Company  shall  be  valued  on  a  going-concern  basis.

(h)  The  Company  shall pay all fees and expenses charged by the First Valuator
     for  preparing  the  First Valuation Report, The Shareholder(s) who request
     the  Second Valuation shall pay all fees and expenses charged by the Second
     Valuator  for  preparing  the  Second  Valuation  Report.

     (i)  The First Valuator and the Second Valuator shall be entitled to retain
          such  qualified independent appraisers as each may deem appropriate to
          assist  with  its  valuation.

12.3 PROHIBITION.  If  a Purchaser under this Agreement is in default of any the
     terms of the Agreement relating to its purchase of the Shares, then so long
     only  as  the  default remains, that Purchaser shall not vote its Shares or
     any  of them without the prior written consent of its Vendor, which consent
     shall  not  be  unreasonably  withheld,  in  favour  of  a  resolution:

     (j)  to  amend  or  alter  in  any  way  the  Articles or Memorandum of the
          Company;

     (k)  to  declare  or  pay any dividends other than as have in the past been
          regularly  paid,  provided  that all dividends received by a Purchaser
          who  is  in  default  shall  be


<PAGE>
                                       24

          received  by the defaulting Purchaser in trust for the Vendor and paid
          over  to  the Vendor forthwith and such payment shall be applied first
          to  pay  any  interest  due  hereunder  and  the balance to reduce the
          principal;

     (l)  to  make any other distribution of the Company's capital or surplus or
          to  pay  any  salary, bonus or other remuneration in excess of amounts
          that  have  in  the  past  been  regularly  paid;

     (m)  to  wind  up  or  liquidate  the  Company;

     (n)  to  alter the capital structure of the Company in any manner, or allot
          or  agree  to  allot any further shares in the capital of the Company;

     (o)  to sell any assets of the Company except in the ordinary course of the
          business  of  the  Company;

     (p)  to  create  any  mortgage,  lien  or  other charge whether specific or
          floating  upon  the  assets  of  the  Company;

     (q)  to borrow money in excess of the amount that the Vendor may specify in
          writing;  or

     (r)  to  advance  money of the Company to any Shareholder or to any person,
          firm  or  company  affiliated  with  any  of  the  Shareholders.

12.4 UNPAID VENDOR. While there is any Vendor who has not been paid in full by a
     Purchaser  or  who  is  a  creditor  of  the  Company,  the  Company shall:

     (s)  take  the  necessary  steps  to  be  taken to keep the Company in good
          standing  with  the  Registrar of Companies of the Province of British
          Columbia  pursuant  to  the  Company  Act  and all amendments thereto;

     (t)  insure  and  keep  insured against loss or damage by fire, earthquake,
          explosion,  storm  or  other  casualty,  with  an insurance company or
          companies  approved by the Vendor, all insurable assets of the Company
          to  the full insurable value thereof and pay all costs and premiums in
          respect  of that insurance and, at the request of any party still owed
          money  hereunder,  use  the  insurance money payable in respect of any
          loss  for  the purpose of replacing assets of the Company destroyed by
          any casualty or for any other purpose approved in writing by the party
          still  owed  money.

12.5 MULTIPLE  PURCHASERS.  If  the Purchaser includes two or more Shareholders,
     the  purchasing  Shareholders shall purchase the Interest of the Vendor pro
     rata  in  accordance  with  the  purchasing  Shareholders'  respective
     shareholdings  in the Company, excluding the Shares of the Vendor, and each
     purchasing  Shareholder  shall be liable only for payment of the portion of
     the  Purchase  Price  payable in respect of the Interest to be purchased by
     it.  In  order  to  avoid fractional shares, some Shares may be held by the
     purchasing  Shareholders  as  tenants  in  common.


<PAGE>
                                       25

12.6 SET OFF IF VENDOR INDEBTED TO THE COMPANY. Notwithstanding anything in this
     Agreement  to  the  contrary,  if  on  the date of a Closing the Vendor is,
     according  to  the books of the Company and as certified by the Auditors of
     the  Company,  indebted to the Company, the Purchaser has the right, in the
     case  of  a  liquidated claim, to pay and discharge the indebtedness of the
     Vendor  out  of  the  purchase money payable by it to the Vendor, or in the
     case  of  an  unliquidated  claim,  to deposit in an interest-bearing trust
     account  in  a Canadian chartered bank or trust company in escrow an amount
     estimated  by  the Purchaser to be equal to the unliquidated claim, and, in
     either  case,  to  reduce  the  amount of the Purchase Price payable to the
     Vendor  by  the amount so paid or deposited. Any amount deposited in escrow
     as aforesaid shall remain deposited until the claim has either been settled
     or  adjudicated,  at which time it shall be withdrawn and paid out pursuant
     to  the  settlement  or  adjudication.

12.7 PAYMENT  OF  LIENS  ON SHARES Notwithstanding anything in this Agreement to
     the  contrary,  if  by  reason  of  any  lien, charge or encumbrance on the
     Interest  of  the  Vendor,  the  Vendor  is  unable to make delivery of the
     Vendor's  Interest  free and clear of all charges, liens or encumbrances to
     the  Purchaser  within the time limited therefor, the Purchaser shall be at
     liberty  to  make  payment  to  the  holder  of  the  lien or charge or the
     governmental  authority imposing the duty, tax, levy or lien, which payment
     shall  be  deemed  to  be  payment  to  the  Vendor and shall be applied in
     reduction  of the unpaid balance of the Purchase Price and interest accrued
     thereon.

12.8 PREPAYMENT.  A  Purchaser shall be entitled individually to prepay in whole
     at  any  time  or  in part from time to time the Purchaser's portion of the
     Purchase  Price,  without  penalty, notice or bonus, together with interest
     accrued  on  the  portion  of  the  Purchase  Price  up  to the date of the
     prepayment  provided  that any partial prepayment shall reduce the ultimate
     unpaid  balance  owing  and shall not relieve the Purchaser from making the
     monthly consecutive installments payable under the provisions applicable to
     the sale and purchase in respect of which the Purchase Price is owing until
     the  balance of the Purchaser's portion of the Purchase Price plus interest
     is  paid  in  full.

12.9 ACCELERATION.  Upon  any default by a Purchaser under any of the provisions
     applicable  to  a  purchase  of  Shares  or  Interest by the Purchaser, the
     Vendor,  may,  if that default has continued for more than seven days, give
     to  the  Purchaser  written  notice  that the entire unpaid balance of that
     Purchaser's  portion  of  the  Purchase  Price and accrued interest thereon
     shall  become  immediately  due  and payable unless the default is remedied
     within  seven  days  after  the  date of that notice. If the default is not
     remedied  within  that  seven-day  period, the entire unpaid balance of the
     Purchaser's  portion  of  the  Purchase  Price and accrued interest thereon
     shall  be  immediately  due  and  payable.

12.10  REMEDY  OF  DEFAULT.  Notwithstanding  anything  in this Agreement to the
     contrary,  where the Purchaser defaults in the payment of any installments,
     whether  of  principal or interest or both, and notice is given pursuant to
     subsection  12.9,  after expiry of the seven-day period, that Purchaser may
     not  remedy the default by payment only of the monthly installments then in
     arrears,  but  rather  the  default,  unless  waived  by  the  Vendor  in


<PAGE>
                                       26

     writing,  may  only  be  remedied  by  payment in full of the entire unpaid
     balance  of  that  Purchaser's  portion  of the Purchase Price plus accrued
     interest  to  the  date  of  payment.

12.11 INDEMNITY. The Purchasers shall jointly and severally indemnify any Vendor
     and  its  Representative  from  all  guarantees  of  the obligations of the
     Company  or  its  Subsidiaries granted by the Vendor or its Representative.
     Notwithstanding  the  joint  and  several  nature of the indemnity from the
     Purchasers  to  the  Vendor (and its Representative), as between themselves
     the  respective liability of each Purchaser shall be in the same proportion
     as  its  shareholding  in  the  Company,  excluding the shareholding of the
     Vendor.  The  Purchasers and the Company shall take all reasonable steps to
     have  the  Vendor  (and its Representative) released from all guarantees of
     the  obligations  of  the  Company  and  its  Subsidiaries.

12.12  FINANCIAL  STATEMENTS. SO long as the Purchase Price has not been paid in
     full,  the  Company shall provide copies of the annual financial statements
     of  the  Company  to  the  Vendor.

12.13  REMAINING  SHAREHOLDERS.  Notwithstanding  anything  contained  in  this
     Agreement  to  the  contrary,  if  at  any  time  the  number  of remaining
     Shareholders  is  fewer  than  three  and  thereafter  one of the remaining
     Shareholders dies or becomes a Vendor hereunder, the Purchaser may elect to
     require  the  Vendor  to sell to the Company and the Company shall purchase
     from  the  Vendor,  any  or  all  of  the  Interest  of  the Vendor and the
     provisions  of  the  section  hereto applicable to the sale and purchase of
     such  Interest  shall  apply  to  that  sale mutatis mutandis as though the
     Company  was  a  Purchaser  thereunder.

12.14  COMPANY  PURCHASING  INTEREST.  Whenever  in  this  Agreement  there is a
     reference  to  the  Company  purchasing an Interest or part of an Interest,
     then  if  the  Interest  includes  a  Shareholder's Loan, upon Closing such
     Shareholder's  Loan,  or the part thereof being "purchased" by the Company,
     as  the  case  may  be,  shall  be  deemed  to  have  been  repaid.

13.  NON-COMPETITION  AND  CONFIDENTIALITY

13.1 COVENANTS OF SHAREHOLDERS. So long as a Shareholder owns any Shares and for
     a  period  of  one  year  after  the  Shareholder ceases to own any Shares,
     neither the Shareholder nor its Representative shall, subject to subsection
     13.2,  either  individually  or  in  partnership,  whether by way of trust,
     agency  or  otherwise, jointly or in connection with any person or persons,
     including  without limitation any individual, firm, association, syndicate,
     company,  corporation  or  other  business enterprise, as principal, agent,
     shareholder, director, officer, employee or in any other manner whatsoever:

     (a)  carry  on  or  be  engaged in or be concerned with or interested in or
          advise, lend money to, guarantee the debts or obligations of or permit
          the  Shareholder's or its Representative's name to be used or employed
          by  any  individual,  firm,  syndicate,  corporation or other business
          enterprise  engaged  in  or  concerned  with  any  business  which:

          (i)  is  similar  to  or  competitive with any business which is being
               carried  on  by the Company or any of its Subsidiaries during the
               time  the  Shareholder


<PAGE>
                                       27

               owns  the Shares or any business which is being carried on by the
               Company  or  any  of  it Subsidiaries at the time the Shareholder
               ceases  to  own  any  Shares;  and

          (ii) is located any place where the Company or any of its Subsidiaries
               carries  on  business while the Shareholder owns the Shares or of
               any  place  where  the  Company  or  any  of  its Subsidiaries is
               carrying  on  business as at the date that the Shareholder ceased
               to  own  any  Shares;

     (b)  attempt  to solicit any business or customers away from the Company or
          its  Subsidiaries;

     (c)  do  any  act  the probable effect of which would be detrimental to the
          business  of  the  Company  or any of its Subsidiaries or would impair
          relations  between  the  Company  and  any of its Subsidiaries and its
          customers  or  employees;  or

     (d)  use  or disclose to any person, except to duly authorized officers and
          employees  of  the  Company  or  its  Subsidiaries,  any trade secret,
          business  data  or  other  confidential  or  proprietary  information
          acquired  by  reason  of  the  Shareholder's  or  its Representative's
          involvement  and  association  with  the  Company  or  any  of  its
          Subsidiaries.

13.2 PROVISIONS NOT APPLICABLE. The provisions of paragraph 13.1(a), 13.1(b) and
     13.1(c)  SHALL  not  apply  to  a  Shareholder  where  the Interest of such
     Shareholder  has  been  purchased pursuant to the provisions of section 10.

13.3 BREACH OF SHAREHOLDERS' COVENANTS. Each of the parties acknowledges that by
     reason  of  his or her unique knowledge of an association with the business
     of  the  Company  and  its  Subsidiaries,  the  scope  of  the covenants in
     subsection  13.1 are reasonable and commensurate with the protection of the
     legitimate interests of the Company and that a breach by an party of any of
     the  covenants  contained in subsection 13.1 would result in damages to the
     Company  and  that  the  Company  cannot adequately be compensated for such
     damages  by a monetary award. The parties therefore acknowledge that in the
     event  of  any  such breach, in addition to all other remedies available to
     the  Company at law or in equity, the Company is entitled to such relief by
     way  of  restraining order, injunction, decree, declaration or otherwise as
     may  be  appropriate to ensure compliance with the provisions of subsection
     13.1 as may be granted by a court of competent jurisdiction and each of the
     parties  acknowledges  that  the  granting  of  such  relief  is  fair  and
     reasonable  in  the circumstances. Each of the parties further acknowledges
     that  the covenants contained in section 13.1 continue in force even if the
     remainder  of  this Agreement is terminated for any reason whatsoever other
     than  the agreement in writing of all the parties and is severable for such
     purpose.

14.  TERM  OF  AGREEMENT

14.1.  TERM.  This Agreement shall come into force and effect as of the date set
     out  above  and  shall  continue  in  force  until  the  earlier  of:


<PAGE>
                                       28

     (a)  the  date  on  which only one Shareholder holds Shares in the Company;

     (b)  the  date  on  which  the  Company  suffers  an  Insolvency  Event; or

     (c)  the date of execution of an agreement of termination of this Agreement
          in  writing  by  all  of  the  Shareholders.

14.2.  TERMINATION  SHALL  NOT  AFFECT RIGHT TO RECEIVE MONEY. No termination of
     this Agreement shall affect the right of any party to whom money is owed at
     the  time  of termination to receive that money according to the provisions
     of  this  Agreement,  or  affect  any other rights of that party under this
     Agreement.

15.  ARBITRATION

15.1. ARBITRATION. Except for any determination of the value of an Interest made
     in  accordance with subsection 12.2, which determination shall be final and
     binding  on  the parties, all disputes arising out of or in connection with
     this  Agreement  shall  be  referred  to  and  finally resolved by a single
     arbitrator  (the  "Arbitrator") pursuant to the Commercial Arbitration Act,
     R.S.B.C.  1996,  c.  55,  as  amended.

15.2. FINAL AND BINDING. The decision of the Arbitrator on all issues or matters
     submitted  to  the Arbitrator for resolution shall be conclusive, final and
     binding  on all of the parties.

15.3. COSTS.  The  Arbitrator  shall  determine  who  shall  bear  the  costs of
     arbitration  pursuant  to  this  section  15.

16.  GENERAL

16.1. GENDER, PLURAL AND SINGULAR. In this Agreement, the masculine includes the
     feminine  and  the  neuter genders and the plural includes the singular and
     vice  versa  and  modifications  to the provisions of this Agreement may be
     made  accordingly  as  the  context  requires.

16.2. LEGEND ON SHARE CERTIFICATES. All share certificates issued by the Company
     (including  existing  certificates)  shall  have typed or otherwise written
     thereon  the  following  legend:

     "The  shares  represented by this certificate are subject to the provisions
     of an agreement dated as of September 28, 2000 among Alistair Fraser, Craig
     Hamilton,  Jeff  Beis, Karel Ten Hoope, Brendan Mumey, iQuest Networks Inc.
     and  iNoize.com Software Ltd., which agreement contains restrictions on the
     right  of  the  holder  hereof  to  sell, exchange, transfer, assign, gift,
     pledge,  encumber, hypothecate or otherwise alienate the shares represented
     hereby  and  notice  of  those  restrictions  is  hereby  given."

16.3. ALTERATIONS.  No  alteration  or  amendment  to this  Agreement shall take
     effect  unless  it  is  in  writing  duly  executed by each of the parties.

16.4. PROPER LAW OF AGREEMENT. This Agreement shall be governed by and construed
     in accordance with the laws of the Province of British Columbia and Canada.


<PAGE>
                                       29

16.5. INVALIDITY.  The  invalidity  or unenforceability of any provision of this
     Agreement  shall  not  affect  the  validity or enforceability of any other
     provision  and  any such invalid or unenforceable provision shall be deemed
     to  be  severable.

16.6.  INCLUSIVE  LANGUAGE.  The  word "including", when followed by any general
     statement,  term  or  matter,  is not to be construed to limit such general
     statement,  term  or  matter  to  the  specific  items or matters set forth
     immediately  following such word or to similar items or matters, but rather
     it  is  to  be  construed to refer to all other items or matters that could
     reasonably  fall  within  the  broadest  possible  scope  of  such  general
     statement,  term  OR  matter.

16.7.  TIME  OF  THE  ESSENCE.  Time  shall be of the essence of this Agreement.

16.8.  NOTICES. Any notice, payment or other communication required or permitted
     to  be  given  or served pursuant to this Agreement shall be in writing and
     shall  be delivered personally or forwarded by registered mail to the party
     concerned  addressed  as  follows:

     If  to  Fraser:
     Alistair  Fraser
     332  4th  Street  East
     North  Vancouver,  BC
     V7L 152

     If  to  Hamilton:
     Craig  Hamilton
     6 - 2475  West  1st  Avenue
     Vancouver,  BC
     V6H lG5

     If  to  Beis:
     Jeff  Beis
     2980  West  8th  Avenue
     Vancouver,  BC
     V6K 2Cl

     If  to  Ten  Hoope:
     Karel  Ten  Hoopoe
     4104  St.  Albans  Avenue
     North  Vancouver,  BC
     V7N 1Tl

     If  to  Mumey:
     Brendan  Mumey
     2485  Arnica  Drive
     Bozemon,  Montana
     USA  59715


<PAGE>
                                       30

     If  to  iQuest:
     iQuest  Networks  Inc.
     507 - 837  West  Bastings  Street
     Vancouver,  BC
     V6C 3N6
     Attention:  Anton  Drescher

     if  to  the  Company:
     iNoize.com  Software  Ltd.
     900  Waterfront  Centre,  200  Burrard  Street
     Vancouver,  BC
     V7X lT2
     Attention:  Warren  Learmonth

     or  to any other address as may from time to time be notified in writing by
     any  of  the  parties.  Any notice, payment or other communication shall be
     deemed  to  have been given on the day delivered, if delivered by hand, and
     within  four  Business  Days  following  the  date  of  posting, if mailed;
     provided that if there shall be at the time or within four Business Days of
     mailing  a mail strike, slow-down or other labour dispute that might affect
     delivery  by mail, then the notice, payment or other communication shall be
     effective  only  when  actually  delivered.

16.9.  SHAREHOLDERS  TO  TAKE  FURTHER  STEPS.  Each  Shareholder shall take all
     necessary  actions  (including  amending  the  Articles of the Company) and
     shall exercise that Shareholder's rights as a Shareholder of the Company to
     cause  the  Company  to  pass  all  necessary  resolutions  and  effect all
     necessary  corporate  acts to comply with the intent and provisions of this
     Agreement,  including  the  convening  and  attending  at  meetings, voting
     approval of necessary resolutions, or otherwise as may be necessary for the
     purpose  of  this  Agreement.

16.10.  COMPANY  TO  BE BOUND. The Company, so far as its powers apply, shall be
     bound by the terms of this Agreement and shall do and perform all such acts
     and things and execute all such documents and assurances as it has power to
     do and as is necessary to fully and effectually carry out the terms of this
     Agreement.

16.11.  ENTIRE AGREEMENT. The provisions of this Agreement constitute the entire
     agreement  between  the  parties and supersede all previous communications,
     representations  and  agreements,  whether  oral  or  written,  between the
     parties  with  respect  to  the  subject  matter  of  this  Agreement.

16.12.  ENUREMENT.  This  Agreement shall enure to the benefit of and be binding
     upon  the  parties  and,  except  as  otherwise  provided  or  as  would be
     inconsistent with the provisions of this Agreement, their respective heirs,
     executors,  administrators,  successors  and  assigns.

16.13.  COUNTERPARTS. This Agreement may be executed in two or more counterparts
     and  or  by facsimile each of which shall be deemed an original, but all of
     which  together  shall  constitute  one  and  the  same  instrument


<PAGE>
                                       31

AS  EVIDENCE  OF THEIR AGREEMENT, the parties have executed this Agreement as of
the date  and  year  first  above  written.

SIGNED, SEALED AND DELIVERED     )
by  ALISTAIR  FRASER             )
in  the  presence  of:           )
                                 )   _______________________________
_______________________________  )   ALISTAIR  FRASER
Name of Witness                  )
                                 )
_______________________________  )
Signature  of  Witness           )


SIGNED, SEALED AND DELIVERED     )
by  CRAIG  HAMILTON              )
in  the  presence  of:           )
                                 )   _______________________________
_______________________________  )   CRAIG  HAMILTON
Name of Witness                  )
                                 )
_______________________________  )
Signature  of  Witness           )


SIGNED, SEALED AND DELIVERED     )
by  JEFF  BEIS                   )
in  the  presence  of:           )
                                 )   _______________________________
_______________________________  )   JEFF  BEIS
Name of Witness                  )
                                 )
_______________________________  )
Signature  of  Witness           )



SIGNED, SEALED AND DELIVERED     )
by  KAREL  TEN  HOOPE            )
in  the  presence  of:           )


<PAGE>
                                       32

                                 )   _______________________________
_______________________________  )   KAREL  TEN  HOOPE
Name of Witness                  )
                                 )
_______________________________  )
Signature  of  Witness           )


SIGNED, SEALED AND DELIVERED     )
by  BRENDAN MUMEY                )
in  the  presence  of:           )
                                 )   _______________________________
_______________________________  )   BRENDAN MUMEY
Name of Witness                  )
                                 )
_______________________________  )
Signature  of  Witness           )


INOIZE.COM  SOFTWARE  LTD.


By: ______________________________
     Authorized  Signatory


iQUEST  NETWORKS  INC.



By: ______________________________
     Authorized  Signatory - Director


<PAGE>
                                       33

                                   SCHEDULE A

                                  Definitions

The  following  words  shall  whenever used in this Agreement have the following
meanings:

"Affiliate"  means,  with respect to any Shareholder or by the Representative of
such  Shareholder:

     (a)  any  corporation  which is directly or indirectly controlled (de facto
          control) by such Shareholder and, if any Shareholder is a corporation,
          means  in  addition  to  the  foregoing  any  person who controls such
          corporate  shareholder;

     (b)  any person, firm or corporation which is not acting at arm's length to
          such  Shareholder,  within  the meaning ascribed to that expression in
          the Income Tax Act, R.S.C. 1985, 5th Supp., c. 1 in effect on the date
          of  this  Agreement;

"Agreement"  means  the  shareholders' agreement between Fraser, Hamilton, Beis,
Ten  Hoope,  Mumey,  iQuest  and  the  Company,  dated  September  28,200O;

"Arbitrator"  has  the  meaning  given  to  that  term  in  subsection  15.1;

"Auditors"  means  the  firm  of Amisano, Hanson, Chartered Accountants, or such
other  firm  as  the  Board  may  from  time  to  time  determine;

"Bank"  means  the  Canadian  Imperial  Bank  of  Commerce or such other bank or
financial  institution  as  the  Board  may  from  time  to  time  determine;

"Board"  means  the  board  of  directors  of  the  Company;

"Business  Day" means any day except Saturdays, Sundays or statutory holidays in
British  Columbia;

"Buy  Option"  has  the  meaning  given  to  that  term  in  subsection  8.2;

"Closing"  means  any  closing  of  the  purchase  and  sale of an Interest of a
Shareholder  as  provided  in  this  Agreement;

"Closing  Date"  has  the  meaning  given  to  that  term  in  subsection  11.1;

"Company  Act"  means  the  Company  Act,  R.S.B.C.  1996,  c.  62,  as amended;

"Contract"  has  the  meaning  given  to  that  term  in  subsection  11.2;

"Date"  means  the  date  of  death  of  the  Deceased;

"Deceased"  has  the  meaning  given  to  that  term  in  subsection  6.1;

"Default"  has  the  meaning  given  to  that  term  in  subsection  9.1;


<PAGE>
                                       34

"Defaulting  Shareholder"  has the meaning given to that term in subsection 9.1;

"Drag-Along Proposed Purchaser" has the meaning given to that term in subsection
5.8;

"Drag-Along Trigger Offer" has the meaning given to that term in subsection 5.8;

"Exercise  Notice"  has  the  meaning  given  to  that  term  in subsection 8.3;

"Financing"  means the raising of funds through debt, including debt convertible
into  equity  of  the  Company  in  the Company, but does not include short term
financing  (less  than  60  days)  provided  by  suppliers of goods or services.

"First  Valuation  Report"  has  the  meaning  given  to  that term in paragraph
12.2(c);

"First  Valuator"  has  the  meaning  given  to  that term in paragraph 12.2(b);

"Indemnitor"  has  the  meaning  given  to  that  term  is  subsection  4.6;

"Insolvency  Event"  means  the  winding-up  or  liquidation  of  a company, the
institution  of  proceedings to be adjudicated a bankrupt or insolvent under the
Bankruptcy  and Insolvency Act (Canada) or any analogous laws, the consenting to
the  institution  of  such  proceedings,  the  consenting  to  the filing of any
petition  under the Bankruptcy and Insolvency Act (Canada) or to the appointment
of  a  receiver  or receiver manager, the making of a general assignment for the
benefit  of  creditors,  the filing of a proposal to settle payment of creditors
liabilities  under  the  Companies'  Creditors  Arrangement  Act,  (Canada)  the
admission  in  writing of insolvency, the taking of any action in furtherance of
any of the above, the passing of a resolution by a company for its winding-up or
dissolution  pursuant  to  s.  258, 267 or 271 of the Company Act or any similar
provision  enacted  in  substitution  therefor,  or  upon  dissolution of such a
company by order of the Lieutenant Governor in Council pursuant to s. 256 of the
Company  Act  or  any  similar  provision  acted  in  substitution  therefor;

"Interest"  means,  in  respect  of  each Shareholder, all of that Shareholder's
Shares and Shareholder's Loans and any other right or claim that the Shareholder
may  have  against  the Company and the other Shareholders in that Shareholder's
capacity  as  a  member  of  the  Company;

"Nondefaulting  Shareholder" has the meaning given to that term in paragraph 9.1
(a);

"Notice  of  Default"  has  the  meaning given to that term in paragraph 9.2(c);

"Offer"  has  the  meaning  given  to  that  term  in  subsection  9.3;

"Offeree  Shareholders  has  the  meaning given to that term in subsection 10.1;

"Offered  Shares"  has  the  meaning  given  to  that  term in paragraph 5.3(a);

"Offeror"  has  the  meaning  given  to  that  term  in  paragraph  5.3(a);

"Offeror  Shareholder"  has  the  meaning given to that term in subsection 10.1;


<PAGE>
                                       35

"Optionee"  has  the  meaning  given  to  that  term  in  subsection  8.5;

"Option  Event"  has  the  meaning  given  to  that  term  in  subsection  8.1;

"Option  Interest"  has  the  meaning  given  to  that term in paragraph 8.2(a);

"Optionor"  has  the  meaning  given  to  that  term  in  subsection  8.2;

"Other  Shareholders" means all other Shareholders of the Company other than the
Offeror;

"Permanent  Incapacity"  means,  with  respect to any person, the condition that
will  be  deemed  to  exist  where:

     (a)  such  person has been declared by a court of competent jurisdiction to
          be  mentally incompetent and such declaration has not, at the relevant
          time,  been  revoked;  or

     (b)  such  person  becomes unable, by reason of illness, mental or physical
          disability  or  incapacity  or otherwise, to perform his or her normal
          duties  as  a  director  or  officer  of the Company or as a full-time
          employee  of  the  Company:

          (i)  for  a  period  of  180  consecutive  days;  or

          (ii) for  270  days  in  the  aggregate  during  any  period  of  365
               consecutive  days;

          provided  that  in the event a qualified medical doctor certifies that
          the  person's  illness,  disability or incapacity is not permanent but
          merely temporary and that the person shall be fully recovered and able
          to  perform  his  or  her  normal duties as a director, officer and/or
          full-time  employee  of the Company within 180 days of the date of the
          certificate,  then such illness, disability or incapacity shall not be
          deemed  to  constitute  "Permanent  Incapacity";

"Piggy  Back  Notice"  has  the  meaning  given  to  that  term  in subparagraph
5.7(a)(ii);

"Pre-DA  Trigger  Offer"  has  the meaning given to that term in subsection 5.8;

"Prime  Rate"  means the annual rate of interest designated from time to time by
the  Bank as its prime rate for Canadian dollar commercial loans made in Canada;

"Purchase  Price" means, with respect to any sale and purchase of an Interest of
a  Shareholder,  the  amount  payable to purchase such Interest as determined in
accordance  with  the  provisions  of this Agreement applicable to that sale and
purchase;

"Purchaser" means the Shareholder(s) who is/are the purchaser(s) of Shares or of
an  Interest  pursuant  to  any  of  the  provisions  of  this  Agreement;

"Representative"  means,  for a Shareholder that is a company, the individual(s)
who  exercise  control  over  that  company;

"Second  Valuation  Report"  has  the  meaning  given  to that term in paragraph
12.2(e);


<PAGE>
                                       36

"Second  Valuator"  has  the  meaning  given  to that term in paragraph 12.2(d);

"Sell  Option"  has  the  meaning  given  to  that  term  in  paragraph  8.2(b);

"Shareholder"  means  in  respect  of  the Company, any one of Fraser, Hamilton,
Beis,  Ten  Hoope,  Mumey  or iQuest and "Shareholders" means any two or more of
them;

"Shareholder  Offer"  has  the  meaning  given  to that term in subsection 10.1;

"Shareholder's  or  Shareholders'  Loans" means, in respect of each Shareholder,
the  aggregate  amount  of  money  advanced  from time to time as a loan by that
Shareholder  to  the  Company  and  not repaid, together with accrued and unpaid
interest,  if  any,  but  does  not include a loan made pursuant to section 4.1;

"Shares" means, in respect of each Shareholder, all of the Class A common shares
and  Class  B common shares in the capital of the Company directly or indirectly
owned  by that Shareholder or in respect of which that Shareholder has any right
to  purchase  (except  under  this  Agreement);

"Subject  Interest"  has  the  meaning given to that term in paragraph 6.1(a) or
paragraph  12.2(a);

"Subject  Purchaser"  means the purchaser or purchasers of the Subject Interest;

"Subject  Shareholder"  has  the  meaning  given to that term in subsection 6.1;

"Subsidiary" has the meaning given to that term in s. l(3) of the Company Act in
effect  on  the  date  hereof;

"Third  Party  Offer"  has  the  meaning given to that term in paragraph 5.3(a);

"Third  Party  Offerors"  has  the  meaning  given  to that term in subparagraph
5.3(a);

"Transfer"  of  an  Interest  includes any sale, exchange, transfer, assignment,
gift,  pledge,  encumbrance,  hypothecation,  alienation  or  other transaction,
whether  voluntary,  involuntary  or by operation of law, whether in whole or in
part, by which the legal or beneficial ownership of, or any security interest or
other interest in an Interest, passes from one person to another, or to the same
person  in  a  different  capacity, whether or not for value, and "to transfer",
"transferred"  and  similar  expressions  have  corresponding  meanings;

"Transfer  Interest"  has  the  meaning  given  to that term in subsection 11.2;

"Transfer  Notice"  has  the  meaning  given  to  that term in paragraph 5.3(a);

"Valuation"  means  a  valuation  prepared pursuant to subsection 12.2 and which
expresses  the  value per Share and per dollar amount of any Shareholder's Loan;
and

"Vendor"  means  a  Shareholder  who  is  the seller of an Interest or Interests
pursuant  to  any  of  the  provisions  of  this  Agreement.


<PAGE>
                                       37

                                   SCHEDULE B

              Matters Requiring Unanimous Consent of the Directors

Pursuant to subsection 3.8 of the Agreement, the following matters shall require
the  consent  of  all  the  directors  of  the  Company:

(a)  the approval of the annual operating and capital expenditure budgets or the
     business  plan  of  the  Company  or  any  of  its  Subsidiaries;

(b)  any  amendment  to  the  annual operating and/or capital expenditure budget
     which  increases  the annual operating and/or capital expenditure budget by
     more  than  15%;

(c)  any  material  change  in  the direction of the business as compared to the
     business  plan  of  the  Company  as  approved  in  paragraph  (a)  above;

(d)  except for any expenditures contemplated by an approved capital expenditure
     or  operating  budget, any single capital expenditure of the Company or its
     Subsidiaries  in  excess  of  $20,000  per  year,  or any series of related
     capital expenditures which exceed, in the aggregate, the sum of $20,000 per
     year;

(e)  the  acquisition  (by  purchase,  lease or otherwise) by the Company or any
     Subsidiary  of  any  asset  having  a  value  in  excess  of  $20,000;

(f)  the  entering  into,  execution,  acknowledgement,  amendment,  supplement,
     cancellation  or  termination  of  any  Material  Contract on behalf of the
     Company  or  any  of  its  Subsidiaries  and,  for  this purpose, "Material
     Contract"  means  any  of  the  following:

     (i)  any contract, agreement, or other instrument to be entered into by the
          Company  or  any  of  its  Subsidiaries  with  any  Shareholder  or an
          Affiliate  of  a  Shareholder;

     (ii) any  contract, agreement or other instrument to be entered into by the
          Company or any of its Subsidiaries which may in the aggregate over the
          term  of  the  contract,  agreement  or  other  instrument  involve an
          obligation  of  the  Company,  or  any  of its Subsidiaries, to pay in
          excess  of  $20,000;  and

     (iii)  any other contract, agreement or other instrument to be entered into
          by  the  Company  or  any of its Subsidiaries which is material to the
          business,  condition  (financial  or  otherwise),  operations  or
          performance  of  the  Company  or  its  Subsidiaries;

(g)  any  change  in  the  authorized  officers  of  the  Company  or any of its
     Subsidiaries in respect of legal documents or transactions with any bank or
     other  financial  institution;

(h)  the  appointment  of,  or  any  changes  to,  the  officers, other than the
     Secretary  of the Company, or other management of the Company or any of its
     Subsidiaries;


<PAGE>
                                       38

(i)  the  hiring  or termination of employment of any management employee or any
     other  employee whose annual salary and other remuneration exceeds $50,000;

(j)  any  material  change  in the salary, fringe benefits or other compensation
     whatsoever to be paid to the officer or senior management of the Company or
     any  of  its  Subsidiaries;

(k)  the  adoption  or amendment of any bonus, incentive, deferred compensation,
     stock option, profit sharing, pension or similar plan for any or all of the
     employees  of  the  Company  or  any  of  its  Subsidiaries;

(l)  the  declaration  or payment or payment of, or agreement to declare or pay,
     any  dividend, salary, bonus, fees or other amount by the Company or any of
     its  Subsidiaries  to  any  Shareholder  or  Affiliate  of  a  Shareholder;

(m)  any  borrowing  by  the  Company  or  any  of  its Subsidiaries, other than
     Shareholder  Loans  which  must  be  offered  pro rata to the Shareholders;

(n)  the  guarantee by the Company or any of its Subsidiaries of the debt of any
     other  person;

(o)  any  loans  by  the Company or any of its Subsidiaries to any other person;

(p)  the sale, lease, transfer, mortgage, pledge, or other disposition of all or
     substantially  all  of  the  undertaking  of  the  Company  or  any  of its
     Subsidiaries;

(q)  any amendment to the Memorandum, Articles, or other constating documents of
     the  Company  or  any  of  its  Subsidiaries;

(r)  the  consolidation,  merger  or  amalgamation  of the Company or any of its
     Subsidiaries  with  any  other  company,  association, partnership or other
     legal  entity;

(s)  the  creation,  allotment  or issuance of, or agreement to create, allot or
     issue,  any  shares  or  other  securities  of  the  Company  or any of its
     Subsidiaries, or the granting of any option or right capable of becoming an
     option  to purchase any shares or other securities of the Company or any of
     its  Subsidiaries;

(t)  the  winding-up  or  liquidation of the Company or any of its Subsidiaries,
     the  institution  of  proceedings to be adjudicated a bankrupt or insolvent
     under  the  Bankruptcy  and  Insolvency Act (Canada), the consenting to the
     institution  of  such  proceedings  against  the  Company  or  any  of  its
     Subsidiaries, the consenting to the institution of bankruptcy or insolvency
     proceedings  against  the  Company  or  any  of  its Subsidiaries under the
     Bankruptcy  and  Insolvency  Act  (Canada) or any other analogous laws, the
     consenting  to  the  filing of any such petition or to the appointment of a
     receiver  or  receiver manager of the property of the Company or any of its
     Subsidiaries,  the  making  of  a  general  assignment  for  the benefit of
     creditors,  the  filing  of  a  proposal  to  settle payments of creditors'
     liabilities  under  the Companies Arrangement Act, the admission in writing
     of  the insolvency of the Company or any of its Subsidiaries, or the taking
     of  any  corporate


<PAGE>
                                       39

     action  in  furtherance  of  any  of  the  aforesaid  purposes;  and

(u)  the  redemption,  repurchase or retirement for value of any shares or other
     securities of the Company, except under the provisions of this Agreement or
     unless the Company offers to redeem, repurchase or retire all of the issued
     and  outstanding  shares  or  securities  to.  be  redeemed, repurchased or
     retired,  the Company offers to redeem, repurchase or retire such shares or
     securities  on  a  pro  rata  basis.


                                       40
<PAGE>
                                   SCHEDULE C

The  registered  and beneficial holders of all the issued and outstanding shares
in  the  capital  of  the  Company  are  as  follows:

Shareholder                                     Number  and  Class  of  Shares
-----------------                            -----------------------------------
Alistair  Fraser                             1,762,500  Class  B  Common  shares
Craig  Hamilton                              1,762,500  Class  B  Common  shares
Jeff  Beis                                     787,500  Class  B  Common  shares
Karel  Ten  Hoope                              475,000  Class  B  Common  shares
Brendan  Mumey                                 212,500  Class  B  Common  shares


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