EXHIBIT 10.46



                            SHARE EXCHANGE AGREEMENT

MADE EFFECTIVE AS OF THE 7th DAY OF AUGUST 2000 (the "Effective Date"),

BETWEEN:  E*Comnetrix Inc. (formerly, USV Telemanagement,  Inc.), a company
incorporated  under the laws of the Canada and having an office at 100 Shoreline
Highway, Building B, Suite 386, Mill Valley, CA 94941 ("E*Comnetrix");

AND:      JOSEPH KARWAT  ("Karwat"),  of 1868 Drake Street , Oakland,  CA 94611,
       and the shareholders who execute and deliver this Agreement;

         (collectively, the "Shareholders" and individually, a "Shareholder");

AND:      EXSTREAM DATA, INC., a California  corporation having an office at 180
       Grand Avenue, Suite 450, Oakland, California 94612 ("EXSTREAM");

WHEREAS:
A.       The authorized  share capital of EXSTREAM  consists of 5,000,000 shares
         of common stock of which  570,317 are issued and  outstanding  (each an
         "EXSTREAM Share" and collectively, the "EXSTREAM Shares").

B.       EXSTREAM has granted  stock  options  (the  "Options")  exercisable  to
         acquire  38,355  EXSTREAM  Shares,  to the  persons  and subject to the
         vesting,  exercise and expiry  terms set forth on Schedule B,  attached
         hereto and  incorporated  by this  reference.  EXSTREAM  has granted no
         warrants or other securities convertible into its common stock;

C.       Each Shareholder  legally and beneficially owning the number of shares
         and the percentage of the issued and outstanding  EXSTREAM Shares, set
         beside  such   shareholder's   on  Schedule  A;  attached  hereto  and
         incorporated by this reference;

D.       The Shareholders  legally and  beneficially own Moving Bytes,  Inc., a
         Nevada  corporation  ("Moving Bytes") and will transfer to E*Comnetrix
         ownership of Moving Bytes prior to the Share Exchange;

E.       The  Shareholders and E*Comnetrix have agreed to exchange the EXSTREAM
         Shares for common shares of  E*Comnetrix,  on the terms and conditions
         described in this Agreement (the "Share Exchange"); and

F.       Certain   Shareholders   set  forth  on   Schedule   C  (the   "Pooling
         Shareholders")  will  place a  total  of  1,400,000  common  shares  of
         E*Comnetrix, in the amounts set forth beside each Pooling Shareholder's
         name,  into escrow under the terms of an Escrow  Agreement (the "Escrow
         Agreement"),  attached hereto as Exhibit 1.3, to compensate E*Comnetrix
         pursuant to the indemnification obligations of EXSTREAM.
<PAGE>

NOW, THEREFORE,  in consideration of the covenants and representations set forth
herein,  and for other good and  valuable  consideration,  the parties  agree as
follows:

1.   SHARE EXCHANGE

     1.1 Subject to the terms and conditions of this Agreement, the Shareholders
shall transfer at least Fifty One (51%) of the EXSTREAM Shares to E*Comnetrix in
exchange for common shares of E*Comnetrix (the "E*Comnetrix  Shares"),  each one
EXSTREAM  Share shall be exchanged for 5.25  E*Comnetrix  Shares (the  "Exchange
Ratio") with any fractional E*Comnetrix Shares rounded down to the nearest whole
share.

     1.2 Except as expressly  noted  otherwise,  the  transactions  contemplated
under this  Agreement  shall be completed (the  "Completion")  at the offices of
E*Comnetrix at 100 Shoreline Hwy., Ste. 386B, Mill Valley, California 9494 or at
such other place as may be agreed  between the parties,  at 5 p.m. local time in
Pacific time, or at such other time as may be agreed  between the parties,  (the
"Time of Closing") on or before September 15, 2000, or on such other date as may
be agreed between the parties (the "Closing Date").

     1.3 At the  Closing  Date,  E*Comnetrix  shall  agree to assume  all of the
Options then outstanding,  whether vested or unvested.  EXSTREAM shall cause the
holders of  EXSTREAM  Options to consent  to the  assumption  of the  Options by
E*Comnetrix  in a letter  addressed to  E*Comnetrix  in  substantially  the form
attached hereto as Exhibit 1.2. Each such Option so assumed by E*Comnetrix under
this  Agreement  shall be  governed  by, and shall be subject  to, the terms and
conditions  set forth in the documents  governing  such Option as such documents
may be  amended  prior to the  Closing,  except  that (i)  such  Option  will be
exercisable for that number of whole E*Comnetrix  Shares equal to the product of
the number of shares of the EXSTREAM  Shares that were issuable upon exercise of
such Option  immediately  prior to the Closing  multiplied by the Exchange Ratio
and rounded down to the nearest whole number of E*Comnetrix Shares, and (ii) the
per share exercise price for the  E*Comnetrix  Shares  issuable upon exercise of
such  assumed  Option will be equal to the quotient  determined  by dividing the
exercise  price  per  share of the  EXSTREAM  Shares at which  such  Option  was
exercisable  immediately prior to the Closing by the Exchange Ratio,  rounded up
to the nearest  whole cent,  and (iii) such Option  terms and  condition  may be
amended to comply with the E*Comnetrix 2000 stock option plan (the  "E*Comnetrix
Stock Option Plan"). Within 10 business days after the Closing, E*Comnetrix will
issue to each  person who,  immediately  prior to the Closing was a holder of an
outstanding  Option a document  consistent  with this  Agreement and such Option
evidencing the foregoing  assumption of such Option by E*Comnetrix.  E*Comnetrix
shall  use its  reasonable  best  efforts  to  qualify  such  Option  under  the
E*Comnetrix Stock Option Plan.

     1.4 As soon as practicable after the Closing Date,  E*Comnetrix shall cause
to be delivered to the Escrow Agent (as defined in the Escrow Agreement attached
hereto  as  Exhibit  1.3)   certificates   representing  a  total  of  1,400,000
E*Comnetrix Shares, which shall be registered in the name of the Escrow Agent as
nominee for each of the  Pooling  Shareholders  in the amounts set forth  beside
such Pooling Shareholder's name on Schedule C.

2.   CONDITIONS PRECEDENT

     2.1 E*Comnetrix's  obligations to carry out the terms of this Agreement and
to complete its  transactions  contemplated  under this Agreement are subject to
the  fulfilment  to the  satisfaction  of  E*Comnetrix  of each of the following
conditions that:

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<PAGE>


     (a)  as of the  Time of  Closing,  each of the  Shareholders  and  EXSTREAM
          (collectively,  the "EXSTREAM  Group") shall have complied with all of
          their respective covenants and agreements contained in this Agreement;

     (b)  at Closing,  the EXSTREAM  Group shall  transfer,  or will cause to be
          transferred,  to  E*Comnetrix  at least Fifty One percent (51%) of the
          issued and  outstanding  EXSTREAM Shares (the percentage of the issued
          and outstanding  EXSTREAM Shares exchanged shall be referred to as the
          "Exchange Percentage");

     (c)  as of the Time of Closing,  the EXSTREAM Group shall have transferred,
          or will cause to be  transferred,  to  E*Comnetrix a percentage of the
          issued  and  outstanding  shares  of  Moving  Bytes,  Inc.,  a  Nevada
          corporation, equal to the Exchange Percentage;

     (d)  as of the Time of Closing,  the representations and warranties of each
          of the EXSTREAM Group  contained in this Agreement or contained in any
          certificates  or documents  delivered by any of them  pursuant to this
          Agreement  shall be  completely  true as if such  representations  and
          warranties had been made as of the Time of Closing;

     (e)  EXSTREAM  shall  have  presented  to  E*Comnetrix   audited  financial
          statements for the year ended December 31, 1999, and interim financial
          statements  for the fiscal  period  ended June 30,  2000,  each to the
          reasonable satisfaction of E*Comnetrix;

     (f)  EXSTREAM  shall have obtained from each holder of the Options  written
          consent (in the form  reasonably  acceptable  to  E*Comnetrix)  to the
          assumption of the Options by E*Comnetrix;

     (g)  EXSTREAM  shall  have  obtained  from  each  member  of its  Board  of
          Directors,  except for Karwat,  a letter of resignation from the Board
          of Directors of EXSTREAM  effective  with the  Completion (in the form
          reasonably acceptable to E*Comnetrix);

     (h)  Each of the Pooling  Shareholders,  E*Comnetrix  and the Escrow  Agent
          shall have executed and delivered the Escrow Agreement; and

     (i)  E*Comnetrix  shall  have  received  an opinion  from legal  counsel of
          EXSTREAM dated as of the Closing Date,  addressed to  E*Comnetrix,  in
          substantially the form attached hereto as Exhibit 2.1(i).

The conditions set forth above are for the exclusive  benefit of E*Comnetrix and
may be waived by  E*Comnetrix  in whole or in part at any time at or before  the
Time of Closing.

     2.2 The Shareholders'  obligations to carry out the terms of this Agreement
and to complete the transactions  contemplated  under this Agreement are subject
to the  fulfilment to their  satisfaction  of each of the  following  conditions
that:

     (a)  as of the Time of Closing, E*Comnetrix shall have complied with all of
          its covenants and agreements contained in this Agreement; and

     (b)  as of the Time of  Closing,  the  representations  and  warranties  of
          E*Comnetrix   contained   in  this   Agreement  or  contained  in  any
          certificates  or documents  delivered by it pursuant to this Agreement
          shall be completely true as if such representations and warranties had
          been made by E*Comnetrix as of the Time of Closing.

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<PAGE>

The conditions set forth above are for the exclusive benefit of the Shareholders
and may be waived by the  Shareholders in whole or in part at or before the Time
of Closing.

     2.3 The  parties  acknowledge  and  agree  each  with the  other  that this
Agreement  and all of the  transactions  contemplated  under this  Agreement are
subject  to receipt  of any  regulatory  approvals  that may be  required  under
applicable  laws. If any such approvals are required but are not obtained by the
Closing Date,  then this Agreement shall terminate and be of no further force or
effect.

3.   COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS

     3.1  Each of the EXSTREAM Group jointly and severally  covenants and agrees
          with E*Comnetrix that each of the EXSTREAM Group shall:

     (a)  from and  including  the  Effective  Date through to and including the
          Time of Closing, permit E*Comnetrix,  through its directors, officers,
          employees and authorized agents and representatives,  at E*Comnetrix's
          own cost,  full access to the books,  records and property of EXSTREAM
          including,   without  limitation,   all  of  the  assets,   contracts,
          correspondence, accounts and minute books of EXSTREAM, so as to permit
          E*Comnetrix to make such investigation ("E*Comnetrix's Investigation")
          of EXSTREAM as E*Comnetrix considers advisable;

     (b)  provide to E*Comnetrix  all such further  documents,  instruments  and
          materials  and do all  such  acts and  things  as may be  required  by
          E*Comnetrix  to obtain any  regulatory  approvals that may be required
          under applicable laws;

     (c)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  do all such acts and things that may be necessary to
          ensure that all of the  representations  and warranties of each of the
          EXSTREAM  Group  contained in this  Agreement or any  certificates  or
          documents  delivered by any of them pursuant to this Agreement  remain
          true and correct;

     (d)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  preserve  and protect all of the  goodwill,  assets,
          business  and  undertaking  of  EXSTREAM  and,  without  limiting  the
          generality of the foregoing, carry on the development of the assets of
          EXSTREAM in a reasonable and prudent manner; and

     (e)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  keep confidential all discussions and communications
          (including all information  communicated therein) between the parties,
          and all written and printed materials of any kind whatsoever exchanged
          by the parties, except only any information or material that:

          (i)  was in the  public  domain at the time of  disclosure  to a party
               (the "Recipient");

          (ii) was  already  in  the  possession  of  the  Recipient   prior  to
               disclosure,  as  demonstrated by the Recipient  through  tangible
               evidence;

          (iii)subsequently  enters  the public  domain  through no fault of the
               Recipient  or any  officer,  director,  employee  or agent of the
               Recipient; or

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<PAGE>

          (iv) is required to be  disclosed  by law or by a court or  regulatory
               authority of competent jurisdiction;

          and, if so requested by E*Comnetrix,  each of the EXSTREAM Group shall
          arrange  for any  director,  officer,  employee,  authorized  agent or
          representative  of any member of the EXSTREAM Group to enter into, and
          each  of  the   EXSTREAM   Group   themselves   shall  enter  into,  a
          non-disclosure  agreement  with  E*Comnetrix  in a form  acceptable to
          E*Comnetrix acting reasonably.

     (f)  not issue any shares or other  securities  of  EXSTREAM  or any of its
          subsidiaries;

     (g)  not  declare,  pay,  authorise  or  make  any  dividend,   payment  or
          distribution of any kind or nature to its  shareholders or redeemed or
          purchased or otherwise acquire any of its capital stock or agree to do
          so;

     (h)  not waive any rights of material value;

     (i)  not enter into any  transaction or into any contracts or agreements or
          modifications  or  cancellations  thereof,  other than in the ordinary
          course of business;

     (j)  not make or authorise any payment to officers,  directors or employees
          in their  capacity as such except in the  ordinary  course of business
          and at rates of salary,  bonus or other  remuneration  consistent with
          remuneration of previous years; and

     (k)  not use any funds  other than in the  ordinary  course of  business as
          theretofore carried on.

3.2     Each of the EXSTREAM  Group jointly and severally  covenants and agrees
with  E*Comnetrix  that,  from and including  the Effective  Date through to and
including the Time of Closing, each of the EXSTREAM Group shall not:

     (a)  do any act or thing that would render any  representation  or warranty
          of any of the  EXSTREAM  Group  contained  in  this  Agreement  or any
          certificates  or documents  delivered by any of them  pursuant to this
          Agreement untrue or incorrect; nor


     (b)  sell,  encumber or dispose of, or  negotiate  with any other person in
          respect of a sale,  encumbrance or disposition of, the EXSTREAM Shares
          or any other shares,  goodwill,  assets,  business or  undertaking  of
          EXSTREAM.

3.3     Each of the EXSTREAM  Group jointly and severally  acknowledges  to and
agrees with E*Comnetrix that E*Comnetrix's  Investigation  shall in no way limit
or  otherwise  adversely  affect  the  rights of  E*Comnetrix  as  provided  for
hereunder  in  respect  of the  representations  and  warranties  of each of the
EXSTREAM Group  contained in this Agreement or in any  certificates or documents
delivered by any of them pursuant to this Agreement.


                                       5
<PAGE>

3.4  E*Comnetrix  covenants and agrees with the EXSTREAM Group that  E*Comnetrix
     shall:

     (a)  use its reasonable best efforts to obtain any regulatory approvals for
          this Agreement and the transactions contemplated hereunder required by
          applicable laws on or before the Closing Date;

     (b)  from and  including  the  Effective  Date through to and including the
          Time of Closing,  do all such acts and things that may be necessary to
          ensure that all of the  representations  and warranties of E*Comnetrix
          contained  in  this  Agreement  or in any  certificates  or  documents
          delivered by it pursuant to this Agreement remain true and correct;

     (c)  use its  reasonable  best efforts to assume the Options as applicable,
          under the E*Comnetrix  Stock Option Plan, and to cause the E*Comnetrix
          Stock Option Plan to be  registered  on Form S-8 under the  Securities
          Act of 1933, as amended (the "1933 Act");

     (d)  from and  including  the  Effective  Date through to and including the
          Time of  Closing,  subject to its legal  reporting  obligations,  keep
          confidential  all  discussions  and   communications   (including  all
          information communicated therein) between the parties, and all written
          and printed materials of any kind whatsoever exchanged by the parties,
          except only any information or material that:

          (i)  was in the  public  domain at the time of  disclosure  to a party
               (the "Recipient");

          (ii) was  already  in  the  possession  of  the  Recipient   prior  to
               disclosure,  as  demonstrated by the Recipient  through  tangible
               evidence;

          (iii)subsequently  enters  the public  domain  through no fault of the
               Recipient  or any  officer,  director,  employee  or agent of the
               Recipient; or

          (iv) is required to be  disclosed  by law or by a court or  regulatory
               authority of competent jurisdiction; and

          and, if so requested by EXSTREAM,  E*Comnetrix  shall  arrange for any
          director,  officer,  employee,  authorized agent or  representative of
          E*Comnetrix to enter into, and E*Comnetrix  itself shall enter into, a
          non-disclosure  agreement  with  EXSTREAM  in  a  form  acceptable  to
          EXSTREAM acting reasonably.

     3.5 E*Comnetrix covenants and agrees with the EXSTREAM Group that, from and
including  the  Effective  Date  through to and  including  the Time of Closing,
E*Comnetrix  shall not do any act or thing that would render any  representation
or warranty of E*Comnetrix  contained in this Agreement or any  certificates  or
documents delivered by it pursuant to this Agreement untrue or incorrect.

4.   REPRESENTATIONS AND WARRANTIES


     4.1 For the  Purposes of this  Section 4, an  individual  will be deemed to
have "Knowledge" of a particular fact or other matter if:

     (a)  such  individual is actually aware of such fact or other matter at the
          time in question; and

                                       6
<PAGE>

     A person (other than an individual) will be deemed to have "Knowledge" of a
particular  fact or other matter if any individual who is serving as a director,
officer,  partner,  executor, or trustee of such Person (or in similar capacity)
has, or at any time had, "Knowledge" of such fact or other matter.

     4.2 In  order to  induce  E*Comnetrix  to enter  into  this  Agreement  and
complete  its  transactions  contemplated  hereunder,  Exstream  and each of the
Shareholders,  to the  best  of such  Shareholder's  Knowledge,  represents  and
warrants to E*Comnetrix that:

     (a)  EXSTREAM was duly incorporated under the laws of California and:

          (i)  is not a "reporting  company" within the meaning of Section 12 of
               the  Securities  Exchange Act of 1934, as amended (the  "Exchange
               Act"), and is not subject to any statutory registration or filing
               requirements applicable to public reporting companies;

          (ii) has  the  power,  authority  and  capacity  to  enter  into  this
               Agreement and carry out its terms; and

          (iii)is in good  standing  with  respect  to the  filing of all annual
               reports required under the laws of California;

     (b)  the Directors and Officers of EXSTREAM are as follows:

          (i)  Joseph Karwat - Director, President, and Chief Financial Officer;

          (ii) Tom Goren - Director and Secretary;

          (iii) Robert Dumper - Director;

          (iv) Isaac Raichyk - Director;

          (v)  John Van Dyke - Director.

     (c)  the authorized and issued share capital of EXSTREAM is as set forth in
          Recital A of this Agreement;

     (d)  except for the EXSTREAM Shares, there are no documents, instruments or
          other writings of any kind whatsoever  which  constitute a security of
          EXSTREAM  and,  except  as  is  provided  for  by  operation  of  this
          Agreement,  there  are no  options,  agreements  or rights of any kind
          whatsoever  to acquire  directly  or  indirectly  any other  shares of
          EXSTREAM;

     (e)  Attached  hereto as Exhibit 4.2(e) are the true,  accurate and correct
          Articles of  Incorporation  and Bylaws of  EXSTREAM,  as amended  (the
          "Corporate Documents"), which have not been altered, and a certificate
          of good standing for EXSTREAM as issued by the State of California and
          dated within thirty (30) days of the Closing Date;

     (f)  all of the material  transactions of EXSTREAM which are required to be
          recorded  or filed in or with the books or  records of  EXSTREAM  have
          been  promptly  and properly so recorded or filed and the minute books
          of EXSTREAM contain all records of the meetings and proceedings of the
          shareholders and directors of EXSTREAM its incorporation;

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<PAGE>

     (g)  EXSTREAM  hold all licences and permits that are required for carrying
          on its business in the manner in which such  business has been carried
          on;

     (h)  EXSTREAM is the registered and beneficial  owner of all rights,  title
          and  interest  in  and  to  all  tangible  and   intangible   property
          (collectively the "Assets") associated with all business carried on by
          EXSTREAM,  including  without  limitation  the  internet  domain names
          "Exdata.com",   "EXSTREAMdata.com",   "Movingbytes.com"  (the  "Domain
          Names")  and the  other  assets  listed  on  Schedule  4.2(h)  to this
          Agreement,  subject only to such qualifications and limitations as are
          indicated in Schedule 4.2(h);

     (i)  EXSTREAM has good and marketable exclusive title to each of the Assets
          free and clear of all  liens,  charges  and  encumbrances  of any kind
          whatsoever save and except those specified as "Permitted Encumbrances"
          on  Schedule  4.2(i)  to this  Agreement,  and in  particular,  at the
          Closing:

          (i)  EXSTREAM  will be the sole and  exclusive  legal  and  beneficial
               owner of the  Domain  Names,  free and clear of all  encumbrances
               whatsoever,  and will not be a party to or bound by any  contract
               or any other  obligation  whatsoever  that  limits or impairs its
               ability to sell,  transfer,  assign or convey,  or that otherwise
               affects, the Domain Names;

          (ii) EXSTREAM will be the  registered  owner of the Domain Names,  and
               all  fees  or  other  costs   associated  with   maintaining  the
               registration of the Domain Names will have been paid for the 2000
               calendar year and the registration of the Domain Names will be in
               good standing with InterNIC; and

          (iii)no other  person will have been  granted any interest in or right
               to use all or any portion of the Domain Names;

          EXSTREAM  owns or has the right to use,  without  payment to any other
          person,  all  intellectual  property  ("IP") used in its business,  or
          portions thereof,  free and clear of all liens or other  encumbrances.
          EXSTREAM has no notice or  knowledge  of any  objection or claim being
          asserted  by any  Person  with  respect  to the  ownership,  validity,
          enforceability or use of any such IP or challenging or questioning the
          validity or effectiveness of any license relating thereto. The conduct
          of EXSTREAM's  business,  as presently conducted and as proposed to be
          conducted do not violate, conflict or infringe any contract,  license,
          patent,  copyright,  trademark,  trade secret,  or other  intellectual
          property rights, or privacy,  publicity or similar rights of any other
          person.  There are no unresolved conflicts with, or pending claims of,
          any other person,  whether in  litigation or otherwise,  involving the
          IP,  and there are no liens or rights of any other  person,  including
          moral  rights,  which  would  prevent  EXSTREAM  from  fulfilling  its
          obligations  under this  Agreement.  No  activity  of any  employee of
          EXSTREAM as or while an employee of EXSTREAM has caused a violation of
          any trade secret of EXSTREAM;

     (j)  each item of machinery and equipment of any kind whatsoever  comprised
          in the Assets is in reasonable  operating  condition and in a state of
          reasonable maintenance and repair taking into account its age and use;

     (k)  all deposit,  savings,  investment  and brokerage  accounts and safety
          deposit  boxes of  EXSTREAM  are listed on  Schedule  4.2(k)  attached
          hereto;

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<PAGE>

     (l)  EXSTREAM  has the  corporate  power to own the assets it owns,  and to
          carry on the business carried on by it, and is duly qualified to carry
          on business in all jurisdictions in which it carries on business;

     (m)  the  financial  statements  of  EXSTREAM  for the  periods  ending  31
          December  1999  and  June  30,  2000  (collectively,   the  "Financial
          Statements"),  copies of which are attached  hereto as Schedule 4.2(m)
          have been prepared in accordance  with generally  accepted  accounting
          principles  applied on a consistent  basis and are true and correct in
          every material respect and present fairly and accurately the financial
          position  and results of the  operations  of EXSTREAM  for the periods
          then  ended,  and there  has been no  material  adverse  change to the
          financial  position  of  EXSTREAM  since  the  date of the last of the
          Financial Statements;

     (n)  save for any costs and  expenses  arising  in the  ordinary  course of
          business,  all  material  outstanding  liabilities,   whether  direct,
          indirect,  absolute,  contingent or otherwise,  whatsoever of EXSTREAM
          have been disclosed in writing to  E*Comnetrix  prior to the Effective
          Date,  and except as  otherwise  disclosed  in writing on Schedule 4.2
          (n), the total liabilities of EXSTREAM do not exceed $300,000 USD.

     (o)  except as set forth on Schedule 4.2(o) of this Agreement:

          (i)  no dividends or other distributions of any kind whatsoever on any
               shares in the  capital of  EXSTREAM  has been made,  declared  or
               authorized;

          (ii) no new  machinery or equipment  of any kind  whatsoever  has been
               ordered  by,  or  installed  or  assembled  on the  premises  of,
               EXSTREAM;

          (iii)EXSTREAM is not  indebted to any of the  Shareholders,  except in
               respect of miscellaneous  expenses incurred on behalf of EXSTREAM
               which do not exceed, in the aggregate, US$10,000;

          (iv) none  of the  Shareholders  or any  other  officer,  director  or
               employee of EXSTREAM is indebted or under  obligation to EXSTREAM
               on any account whatsoever; and

          (v)  EXSTREAM  has not  guaranteed  or agreed to  guarantee  any debt,
               liability  or  other  obligation  of any kind  whatsoever  of any
               person, firm or corporation of any kind whatsoever;

     (p)  since 31 December  1999,  and up to the  Effective  Date except as set
          forth on Schedule 4.2(p):

          (i)  there  has not  been  any  material  adverse  change  of any kind
               whatsoever in the financial position or condition of EXSTREAM, or
               any  damage,  loss or  other  change  of any kind  whatsoever  in
               circumstances  materially  affecting  the  business  or Assets of
               EXSTREAM  or the right or  capacity  of  EXSTREAM to carry on its
               business;

          (ii) EXSTREAM  has not  waived  or  surrendered  any right of any kind
               whatsoever of material value;

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<PAGE>

          (iii)except  as may  be  expressly  permitted  under  this  Agreement,
               EXSTREAM has not discharged,  satisfied or paid any lien,  charge
               or encumbrance of any kind  whatsoever or obligation or liability
               of any kind  whatsoever  other than  current  liabilities  in the
               ordinary course of its business;

          (iv) EXSTREAM has not issued authorised the issuancee of any shares or
               other securities;

          (v)  EXSTREAM has not declared, paid, authorized or made any dividend,
               payment or distribution of any kind or nature to its shareholders
               or redeemed or purchased or otherwise acquired any of its capital
               stock or agreed to do so;

          (vi) EXSTREAM  has not  entered  into  any  transaction  or  into  any
               contracts  or  agreements  or   modifications   or  cancellations
               thereof, other than in the ordinary course of business; and

          (vii)EXSTREAM  has not made or  authorized  any  payment to  officers,
               directors or  employees  in their  capacity as such except in the
               ordinary  course of  business  and at rates of  salary,  bonus or
               other  remuneration  consistent  with  remuneration  of  previous
               years;

     (q)  the directors, officers, key employees and independent contractors and
          consultants of EXSTREAM,  and all of their  compensation  arrangements
          with EXSTREAM, whether as directors, officers, employees,  independent
          contractors or  consultants,  are as listed on Schedule 4.2(q) to this
          Agreement;

     (r)  no payments of any kind  whatsoever  have been made or  authorized  by
          EXSTREAM  directly  or  indirectly  to or on  behalf  of  any  of  the
          Shareholders  or  any  of  the  directors,  officers,  key  employees,
          independent   contractors  or   consultants  of  EXSTREAM   except  in
          accordance with those compensation  arrangements specified on Schedule
          4.2(r) to this Agreement;

     (s)  there are no pension, profit sharing, group insurance or similar plans
          or other deferred  compensation plans of any kind whatsoever affecting
          EXSTREAM  other than those,  if any,  specified on Schedule  4.2(s) to
          this Agreement;

     (t)  EXSTREAM is not now, nor has it ever been,  a party to any  collective
          agreement  with any labour union or other  association of employees of
          any kind whatsoever, no collective bargaining agent has been certified
          in  respect  of  EXSTREAM,  and there is no  application  pending  for
          certification of a collective bargaining agent in respect of EXSTREAM;

     (u)  the  contracts  and  agreements  included on  Schedule  4.2(u) to this
          Agreement to this Agreement  (collectively  the "Material  Contracts")
          constitute all of the material contracts and agreements of EXSTREAM;

     (v)  except as may be noted on the appropriate  Schedule to this Agreement,
          the Material  Contracts are in good standing in all material  respects
          and not in default in any respect;

     (w)  EXSTREAM  has  not  licensed,  leased,  transferred,  disposed  of  or
          encumbered  any of the Assets in any way, or permitted any third party
          access to any of the Assets the value of which may be  compromised  by
          such access, including in particular the source code to

                                       10
<PAGE>

          any  computer  software,  any  subscriber  lists or any  trade  secret
          information included in the Assets, except only in accordance with the
          terms of the Material Contracts;

     (x)  no third party  privacy or  intellectual  property  rights,  including
          without  limitation,  copyright,  trade secret or patent rights,  were
          violated  in the  creation,  compilation  or  acquisition  of,  or are
          violated  by the use of, any of the Assets by EXSTREAM or by any party
          through whom EXSTREAM  acquired title or a license or to whom EXSTREAM
          has granted a license in respect of the Assets,  and in particular the
          use of the Domain Names by EXSTREAM  does not infringe  upon or induce
          or contribute to the infringement of any intellectual property rights,
          domestic or foreign, of any other person;

     (y)  EXSTREAM is not in material breach of any applicable  law,  ordinance,
          statute,  regulation,  by-law,  order or decree of any kind whatsoever
          including, without limitation, any applicable securities laws;

     (z)  all tax returns and  reports of EXSTREAM  that are  required by law to
          have been filed have been filed and are substantially  true,  complete
          and  correct  and all taxes and other  government  charges of any kind
          whatsoever  of  EXSTREAM  have been paid or  disclosed  in  writing to
          E*Comnetrix before E*Comnetrix entered into this Agreement;

     (aa) EXSTREAM has not:

          (i)  made any  election  under any  applicable  tax  legislation  with
               respect to the  acquisition  or  disposition  of any  property at
               other than fair market value;

          (ii) acquired any  property for proceeds  greater than the fair market
               value thereof; or

          (iii)disposed of anything for proceeds less than the fair market value
               thereof;

     (bb) EXSTREAM has made all  elections  required to have been made under any
          applicable tax  legislation in connection  with any dividends or other
          distributions  made by EXSTREAM and all such  elections  were true and
          correct  and filed in the  prescribed  form and within the  prescribed
          time period;

     (cc) adequate provision has been made for taxes payable by EXSTREAM for the
          current  period for which tax returns are not yet required to be filed
          and there are no agreements, waivers or other arrangements of any kind
          whatsoever  providing  for an  extension  of time with  respect to the
          filing of any tax return by, or  payment  of, any tax or  governmental
          charge of any kind whatsoever by EXSTREAM;

     (dd) EXSTREAM  does not have any  contingent  tax  liabilities  of any kind
          whatsoever, and there are no grounds which would prompt a reassessment
          of EXSTREAM,  including for aggressive treatment of income or expenses
          in earlier tax returns filed;

     (ee) there are no amounts  outstanding  and unpaid for which  EXSTREAM  has
          previously claimed a deduction under any applicable tax legislation;

     (ff) EXSTREAM  has  made  all  collections,   deductions,  remittances  and
          payments  of any kind  whatsoever  and filed all  reports  and returns
          required  by it to be  made  or  filed  under  the  provisions  of all
          applicable  statutes requiring the making of collections,  deductions,
          remittances or payments of any kind whatsoever;

                                       11
<PAGE>

     (gg) Except as  otherwise  disclosed  in writing on Schedule 4.2 (gg) there
          are no actions,  suits,  judgements,  investigations or proceedings of
          any kind  whatsoever  outstanding,  pending or known to be  threatened
          against or affecting  EXSTREAM at law or in equity or before or by any
          federal,   provincial,   state,   municipal   or  other   governmental
          department, commission, board, bureau or agency of any kind whatsoever
          and there is no basis therefore;

     (hh) EXSTREAM  has good and  sufficient  power,  authority  and capacity to
          enter into this  Agreement  and complete its  respective  transactions
          contemplated  under this  Agreement  on the terms and  conditions  set
          forth herein;

     (ii) EXSTREAM  has taken all  necessary  or  desirable  actions,  steps and
          corporate and other  proceedings to approve or authorise,  validly and
          effectively,  the entering  into of, and the  execution,  delivery and
          performance of, this Agreement;

     (jj) this  Agreement  has been duly executed and delivered by EXSTREAM and,
          assuming  the due  authorisation,  execution  and  delivery  hereof by
          E*Comnetrix  and the  Shareholders,  constitutes  a legal,  valid  and
          binding obligation of EXSTREAM,  enforceable  against it in accordance
          with its terms subject to:

               (i)  bankruptcy, insolvency, moratorium, reorganisation and other
                    laws relating to or affecting the  enforcement of creditors'
                    rights generally; and

               (ii) the fact that equitable remedies,  including the remedies of
                    specific performance and injunction,  may only be granted in
                    the discretion of a court;

     (kk) except  as  disclosed  to  E*Comnetrix,  EXSTREAM  is  not  under  any
          obligation, contractual or otherwise, to request or obtain the consent
          of   any   person,   and   no   permits,   licenses,   certifications,
          authorisations  or  approvals  of, or  notifications  to, any federal,
          state,  municipal or local government or governmental  agency,  board,
          commission  or  authority  are  required to be obtained by EXSTREAM in
          connection with the execution,  delivery or performance by EXSTREAM of
          this  Agreement  or  the   completion  of  any  of  the   transactions
          contemplated herein, and complete and correct copies of any agreements
          under  which  EXSTREAM  is  obligated  to  request  or obtain any such
          consent have been provided to E*Comnetrix;

     (ll) the execution and delivery of this  Agreement,  the performance of its
          obligations under this Agreement and the Completion will not:

          (i)  conflict with, or result in the breach of or the  acceleration of
               any indebtedness  under, or constitute  default under, any of the
               Corporate  Documents  of  EXSTREAM,  or any of the  terms  of any
               indenture,   mortgage,   agreement,   lease,   licence  or  other
               instrument  of any kind  whatsoever  to which any of the EXSTREAM
               Group  is a  party  or by  which  any of them  is  bound,  or any
               judgement  or  order  of any  kind  whatsoever  of any  court  or
               administrative  body of any kind  whatsoever by which any of them
               is bound; nor

          (ii) result in the  violation of any law or  regulation  applicable to
               any of the EXSTREAM Group;

                                       12
<PAGE>

     (mm) EXSTREAM  has  not  incurred  any  liability  for  agency,  brokerage,
          referral or finder's  fees,  commissions or  compensation  of any kind
          whatsoever   with  respect  to  this  Agreement  or  any   transaction
          contemplated under this Agreement; and

     (nn) the  representations  and warranties of the Shareholders  contained in
          this  Agreement  disclose  all  material  facts  known to each of them
          specifically  relating  to the  transactions  contemplated  under this
          Agreement which, so far as the Shareholders are aware,  materially and
          adversely  affect,  or in the  future  may  materially  and  adversely
          affect,   their  respective  abilities  to  perform  their  respective
          obligations  under this Agreement or the value of the EXSTREAM  Shares
          or the Assets.

     (oo) EXSTREAM is in compliance  in all material  respects with all federal,
          state  and  municipal   environmental   laws  and   regulations   (the
          "Environmental  Laws").  The  existing  activities  of  EXSTREAM,  its
          business and its prior uses and activities and the uses and activities
          of other  property  now or  previously  owned or operated by EXSTREAM,
          comply and at all times have  complied  with all  Environmental  Laws.
          EXSTREAM  has  filed  all  environmental   reports  and  notifications
          required to be filed under applicable laws and regulations;

     4.3 In  order to  induce  E*Comnetrix  to enter  into  this  Agreement  and
complete  its  transactions  contemplated  hereunder,  each of the  Shareholders
represents and warrants to E*Comnetrix that, in respect of that Shareholder:

     (a)  that Shareholder has good and sufficient power, authority and capacity
          to  enter  into  this   Agreement   and  complete   the   transactions
          contemplated  under this  Agreement  on the terms and  conditions  set
          forth herein;

     (b)  that Shareholder has taken all necessary or desirable  actions,  steps
          and corporate and other  proceedings to approve or authorise,  validly
          and effectively, the entering into of, and the execution, delivery and
          performance of, this Agreement;

     (c)  this   Agreement   has  been  duly  executed  and  delivered  by  that
          Shareholder  and,  assuming  the  due  authorisation,   execution  and
          delivery hereof by E*Comnetrix,  EXSTREAM and the other  Shareholders,
          constitutes a legal, valid and binding obligation of that Shareholder,
          enforceable against it in accordance with its terms subject to:

          (i)  bankruptcy, insolvency, moratorium, reorganisation and other laws
               relating to or affecting the  enforcement  of  creditors'  rights
               generally; and

          (ii) the fact that  equitable  remedies,  including  the  remedies  of
               specific  performance and injunction,  may only be granted in the
               discretion of a court;

     (d)  except as disclosed to E*Comnetrix,  that Shareholder is not under any
          obligation, contractual or otherwise, to request or obtain the consent
          of   any   person,   and   no   permits,   licenses,   certifications,
          authorisations  or  approvals  of, or  notifications  to, any federal,
          state,  municipal or local government or governmental  agency,  board,
          commission   or  authority   are  required  to  be  obtained  by  that
          Shareholder in connection with the execution,  delivery or performance
          by that  Shareholder of this Agreement or the completion of any of the
          transactions  contemplated  herein, and complete and correct copies of
          any agreements under which that Shareholder is obligated to request or
          obtain any such consent have been provided to E*Comnetrix;

                                       13
<PAGE>

     (e)  the EXSTREAM Shares indicated in Recital A of this Agreement  opposite
          his,  her or its  name are and will on the  Closing  Date  immediately
          prior to Completion be validly issued and  outstanding  fully paid and
          non-assessable  common  shares of EXSTREAM  registered in the name of,
          and legally and  beneficially  owned by,  that  Shareholder,  free and
          clear of all voting restrictions,  trade restrictions,  liens, claims,
          charges or encumbrances of any kind whatsoever;

     (f)  the  Shareholder  has such  knowledge and  experience in financial and
          business  matters as to be capable of evaluating  the merits and risks
          of an  investment  in the  E*Comnetrix  Shares and is able to bear the
          economic risk of loss of the Shareholder's entire investment;

     (g)  E*Comnetrix  has provided to the  Shareholder  the  opportunity to ask
          questions and receive  answers  concerning the terms and conditions of
          the issuance of the  E*Comnetrix  Shares and the  Shareholder  has had
          access to such information  concerning  E*Comnetrix as the Shareholder
          has  considered  necessary  or  appropriate  in  connection  with  the
          investment decision to acquire the E*Comnetrix Shares;

     (h)  the   Shareholder  is  acquiring  the   E*Comnetrix   Shares  for  the
          Shareholder's own account, for investment purposes only and not with a
          view  to  any  resale,   distribution  or  other  disposition  of  the
          E*Comnetrix Shares in violation of applicable United States securities
          laws;

     (i)  the Shareholder has not agreed to acquire the E*Comnetrix  Shares as a
          result of any form of general  solicitation  or  general  advertising,
          including  advertisements,  articles,  notices or other communications
          published  in any  newspaper,  magazine or similar  media or broadcast
          over radio,  or television,  or any seminar or meeting whose attendees
          have been invited by general solicitation or general advertising;

     (j)  The Shareholder  understands  and agrees that the  E*Comnetrix  Shares
          have not been and will not be  registered  under the 1933 Act, and the
          Shares are being offered and issued by E*Comnetrix to the  Shareholder
          in reliance upon Rule 506 of Regulation D under the 1933 Act; and

     (k)  upon the  issuance  thereof,  and  until  such  time as the same is no
          longer  required under the applicable  requirements of the 1933 Act or
          applicable  U.S.  state  laws  and   regulations,   the   certificates
          representing   the   E*Comnetrix   Shares   will   bear  a  legend  in
          substantially the following form:

                    "THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN AND WILL
                    NOT BE REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF
                    1933, AS AMENDED (THE "1933 ACT").  THESE  SECURITIES MAY BE
                    OFFERED,  SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
                    THE COMPANY,  (B) IN COMPLIANCE  WITH THE EXEMPTION FROM THE
                    REGISTRATION  REQUIREMENTS  UNDER THE 1933 ACT  PROVIDED  BY
                    RULE  144 OR RULE  144A  THEREUNDER,  IF  AVAILABLE,  AND IN
                    ACCORDANCE WITH APPLICABLE  STATE SECURITIES LAWS, OR (C) IN
                    A TRANSACTION THAT DOES NOT REQUIRE  REGISTRATION  UNDER THE
                    1933  ACT OR  ANY  APPLICABLE  STATE  LAWS  AND  REGULATIONS
                    GOVERNING THE OFFER AND

                                       14
<PAGE>

                    SALE OF SECURITIES,  AND THE HOLDER HAS, PRIOR TO SUCH SALE,
                    FURNISHED   TO  THE  COMPANY  AN  OPINION  OF  COUNSEL,   OF
                    RECOGNISED   STANDING,   OR  OTHER  EVIDENCE  OF  EXEMPTION,
                    REASONABLY SATISFACTORY TO THE COMPANY."

     4.4  The  representations  and  warranties  of  EXSTREAM  and  each  of the
Shareholders contained in this Agreement shall be true at the Time of Closing as
though  they  were  made at the Time of  Closing,  and they  shall  survive  the
Completion  and remain in full force and effect  thereafter  for the  benefit of
E*Comnetrix.

     4.5  Each of the Shareholders acknowledges and agrees that:

          (a)  the  E*Comnetrix  Shares have not been and will not be registered
               under  the 1933 Act or the  securities  laws of any  state of the
               United  States  or  other  jurisdiction  and  that  the  exchange
               contemplated   hereby   is  being   made  in   reliance   on  the
               Shareholder's   representations  and  warranties   regarding  the
               circumstances  required for an exemption  from such  registration
               requirements;

          (b)  the issuance of the  E*Comnetrix  Shares has not been approved or
               disapproved   by  the  United  States   Securities  and  Exchange
               Commission,   any  state  securities   agency,   or  any  foreign
               securities agency,  E*Comnetrix has no obligation to register the
               E*Comnetrix Shares under the 1933 Act;

          (c)  E*Comnetrix shares are registered under the Exchange Act; and

          (d)  if the Shareholder  decides to offer, sell or otherwise  transfer
               any of the  E*Comnetrix  Shares,  he  will  not  offer,  sell  or
               otherwise  transfer  any of the  E*Comnetrix  Shares  directly or
               indirectly, unless:

               (i)  the sale is to E*Comnetrix;

               (ii) the  sale  is  made  pursuant  to  the  exemption  from  the
                    registration  requirements  under the 1933 Act  provided  by
                    Rule 144  thereunder  and in accordance  with any applicable
                    state securities or "Blue Sky" laws;

               (iii)the E*Comnetrix  Shares are sold in a transaction  that does
                    not  require   registration   under  the  1933  Act  or  any
                    applicable  state laws and  regulations  governing the offer
                    and  sale of  securities,  and he has  prior  to  such  sale
                    furnished  to  E*Comnetrix  an  opinion  of  counsel to that
                    effect reasonably satisfactory to E*Comnetrix; or

               (iv) The E*Comnetrix  shares are registered by E*Comnetrix  under
                    the 1933 Act and all applicable  state and other  securities
                    laws.

          (e)  Shareholders  have not traded in the common stock of  E*Comnetrix
               and will refrain  from trading in or selling  short any shares in
               the common stock of  E*Comnetrix  or entering into any derivative
               transactions of same prior to the Closing Date.

     4.6 Each of the Shareholders  consents to E*Comnetrix  making a notation on
its records or giving  instructions  to any  transfer  agent of  E*Comnetrix  to
implement the restrictions on transfer set forth and described herein.

                                       15
<PAGE>

     4.7 Each of the  Shareholders  acknowledges  and accepts  that there may be
material tax  consequences  to a  Shareholder  in respect of an  acquisition  or
disposition of the E*Comnetrix Shares, and that E*Comnetrix gives no opinion and
makes no representation  with respect to the tax consequences to the Shareholder
under  United  States,  state,  local  or  foreign  tax  law in  respect  of the
Shareholder's acquisition or disposition of the E*Comnetrix Shares.

     4.8 In order to induce the  Shareholders  to enter into this  Agreement and
complete the transactions  contemplated  hereunder,  E*Comnetrix  represents and
warrants to the Shareholders  that, except as disclosed to EXSTREAM prior to the
Effective Date:

     (a)  E*Comnetrix  was and remains duly  incorporated  and validly  existing
          under the laws of Canada,  and  E*Comnetrix  is in good  standing with
          respect  to all  filings  required  by  Industry  Canada,  the  Canada
          Business   Corporations  Act  and  the  British  Columbia   Securities
          Commission  and as of the Effective  date.  As of the  Effective  Date
          E*Comnetrix has issued  10,899,277  common shares, no preferred shares
          and has outstanding 3,350,000 share purchase options and 250,000 stock
          appreciation rights;

     (b)  the  E*Comnetrix  Shares  to be  issued on  Completion  will be,  when
          issued, validly issued as fully paid and non-assessable;

     (c)  E*Comnetrix has good and sufficient  power,  authority and capacity to
          enter into this Agreement and complete its  transactions  contemplated
          under this Agreement on the terms and conditions set forth herein;

     (d)  E*Comnetrix  has taken all necessary or desirable  actions,  steps and
          corporate and other  proceedings to approve or authorise,  validly and
          effectively,  the entering  into of, and the  execution,  delivery and
          performance of, this Agreement;

     (e)  this  Agreement has been duly  executed and  delivered by  E*Comnetrix
          and, assuming the due authorisation,  execution and delivery hereof by
          EXSTREAM and the Shareholders,  constitutes a legal, valid and binding
          obligation of E*Comnetrix,  enforceable  against it in accordance with
          its terms subject to:

          (i)  bankruptcy, insolvency, moratorium, reorganisation and other laws
               relating to or affecting the  enforcement  of  creditors'  rights
               generally; and

          (ii) the fact that  equitable  remedies,  including  the  remedies  of
               specific  performance and injunction,  may only be granted in the
               discretion of a court;

     (f)  E*Comnetrix is not under any obligation,  contractual or otherwise, to
          request or obtain the consent of any person, and no permits, licenses,
          certifications,  authorisations  or approvals of, or notifications to,
          any federal,  state,  municipal or local  government  or  governmental
          agency, board,  commission or authority are required to be obtained by
          E*Comnetrix in connection with the execution,  delivery or performance
          by  E*Comnetrix  of this  Agreement  or the  completion  of any of the
          transactions  contemplated  herein, and complete and correct copies of
          any  agreements  under which  E*Comnetrix  is  obligated to request or
          obtain any such consent have been provided to the EXSTREAM Group;

     (g)  the execution,  delivery and performance of this Agreement and each of
          the  other   agreements   contemplated   or   referred  to  herein  by
          E*Comnetrix, and the completion of

                                       16
<PAGE>

          the transactions contemplated hereby, will not constitute or result in
          a violation or breach of or default under:

          (i)  any term or provision of any of the memorandum, articles or other
               constating documents of E*Comnetrix; or

          (ii) the  terms  of  any  indenture,   agreement  (written  or  oral),
               instrument or understanding or other obligation or restriction to
               which E*Comnetrix is a party or by which it is bound; or

          (iii)any  term  or  provision  of  any  licenses,   registrations   or
               qualifications   of  E*Comnetrix  or  any  order  of  any  court,
               governmental  authority or regulatory  body or any applicable law
               or regulation of any jurisdiction;

     (h)  E*Comnetrix  is a  reporting  issuer  pursuant  to the 1933 Act or the
          Exchange Act;

     (i)  E*Comnetrix has made all filings with the U.S. Securities and Exchange
          Commission and all state securities  regulators that it is required to
          make (the "Public Reports"),  each of the Public Reports complies with
          United States  securities laws in all material  respects,  and none of
          the Public Reports, as of their respective dates, contained any untrue
          statement  of a  material  fact that would  make the  statements  made
          therein,  in light of the  circumstances  under  which they were made,
          misleading;

     (j)  E*Comnetrix's  financial  statements  for the year  ended 31  December
          1999,  March  31,  2000  and  June 30,  2000  ("E*Comnetrix  Financial
          Statements"),  true  copies of which are  attached  hereto as Schedule
          4.8(j),  have been  prepared in  accordance  with  generally  accepted
          accounting principles,  are true, correct and complete in all respects
          and present  fairly the financial  condition of  E*Comnetrix as of the
          date thereof,  including the assets and  liabilities of E*Comnetrix as
          of the date thereof,  and the expenses of E*Comnetrix  for that fiscal
          period;

     (k)  all financial  transactions  of E*Comnetrix  have been recorded in the
          financial  books and records of  E*Comnetrix  in accordance  with good
          business practice, such financial books and records form the basis for
          the E*Comnetrix  Financial  Statements and the  E*Comnetrix  Financial
          Statements have been filed with the United States Securities  Exchange
          Commission;

     (l)  there are no actions, suits or proceedings, judicial or administrative
          (whether or not purportedly on behalf of  E*Comnetrix)  pending or, to
          the best of the knowledge of E*Comnetrix, threatened, by or against or
          affecting E*Comnetrix,  at law or in equity, or before or by any court
          or any federal,  provincial,  state,  municipal or other  governmental
          department,  commission,  board,  bureau,  agency or  instrumentality,
          domestic or foreign,  and to the best of the knowledge of E*Comnetrix,
          there are no  grounds  on which any such  action,  suit or  proceeding
          might be commenced with any reasonable likelihood of success;

     (m)  Subsequent to the respective dates as of which information is given in
          the Public Reports and E*Comnetrix Financial Statements there has been
          no material adverse change, or any fact known to E*Comnetrix,  nor has
          any agreement been entered into with any officer,  director or insider
          of the  company,  and not  disclosed  to the  Shareholders  that could
          reasonably be expected to result in a material  adverse  change in the
          business or financial

                                       17
<PAGE>

          condition of  E*Comnetrix  except as set forth in Schedule  4.8(m) and
          the documents listed therein (the "Documents") and except as disclosed
          in the Public Reports and Schedule  4.8(m),  there is no litigation or
          governmental  proceeding to which  E*Comnetrix  is a party or to which
          any property of  E*Comnetrix  is subject or that is pending or, to the
          best of the knowledge of E*Comnetrix, contemplated against E*Comnetrix
          that might  result in any material  adverse  change in the business or
          financial condition of E*Comnetrix. Shareholders acknowledge and agree
          they have been provided  reasonable  access to the Documents  prior to
          the Completion;

     (n)  E*Comnetrix  has not  declared or paid any  dividend or made any other
          distribution  on any of  its  shares  of any  class,  or  redeemed  or
          purchased  or otherwise  acquired  any of its shares of any class,  or
          reduced its authorized capital or issued capital,  or agreed to do any
          of the foregoing;

     (o)  E*Comnetrix is not subject to any obligation to make any investment in
          or to provide funds by way of loan, capital  contribution or otherwise
          to any person;

     (p)  to the best of its  knowledge,  E*Comnetrix is not in violation of any
          federal,  state,  municipal or other law,  regulation  or order of any
          government  or  governmental  or  regulatory  authority,  domestic  or
          foreign;

     (q)  the  representations  and warranties  and other factual  statements of
          E*Comnetrix  contained in this  Agreement,  and all information in the
          Schedules hereto, taken as a whole, do not contain any false statement
          of material fact or omit to state a material fact necessary to prevent
          the statements made herein and therein from being misleading; and

     (r)  to the best of the knowledge of E*Comnetrix,  there are no proceedings
          or   investigations   outstanding  or  threatened  by  any  securities
          regulatory authority against E*Comnetrix,  its directors,  officers or
          shareholders,  and there is no  circumstance  which exists which could
          reasonably   be   expected  to  lead  to  an   investigation   against
          E*Comnetrix, its directors, officers or shareholders; and

     (s)  E*Comnetrix has received a signed release from each Shareholder who is
          a party to this Agreement in the form set forth in Schedule 6.1(f).

     4.9 The  representations  and warranties of  E*Comnetrix  contained in this
Agreement  shall be true at the Time of Closing as though  they were made at the
Time of Closing,  and they shall survive the Completion and remain in full force
and effect thereafter for the benefit of the Shareholder.

5.       INDEMNITIES

     5.1 Indemnities

          (a)  Notwithstanding  the completion of the transactions  contemplated
               under  this  Agreement  or   E*Comnetrix's   Investigation,   the
               representations,  warranties and  acknowledgements  of any of the
               Shareholders  contained in this Agreement or any  certificates or
               documents  delivered  by any of them  pursuant to this  Agreement
               shall survive the Completion and shall continue in full force and
               effect  thereafter for the benefit of E*Comnetrix.  If any of the
               representations,  warranties or acknowledgements  given by any of
               the  Shareholders  is found to be  untrue or there is a breach of
               any covenant or agreement in this Agreement on the


                                       18
<PAGE>

               part of any of the  EXSTREAM  Group,  then the  party or  parties
               responsible  for any  misrepresentation  or breach  of  warranty,
               acknowledgement,   covenant  or  agreement   shall   jointly  and
               severally  indemnify  and  save  harmless  E*Comnetrix  from  and
               against any and all liability,  claims,  debts,  demands,  suits,
               actions,  penalties,  fines, losses, costs (including legal fees,
               disbursements  and taxes as  charged  on a lawyer  and own client
               basis),  damages and expenses of any kind whatsoever which may be
               brought  or  made  against  E*Comnetrix  by any  person,  firm or
               corporation  of any kind  whatsoever  or which may be suffered or
               incurred by E*Comnetrix,  directly or indirectly,  arising out of
               or as a consequence  of any such  misrepresentation  or breach of
               warranty, acknowledgement,  covenant or agreement. Without in any
               way limiting the generality of the foregoing,  this shall include
               any loss of any kind whatsoever which may be suffered or incurred
               by  E*Comnetrix,  directly  or  indirectly,  arising  out  of any
               material assessment or reassessment levied upon EXSTREAM for tax,
               interest  and/or  penalties  relating  to any period of  business
               operations  up to and  including the Closing Date and all claims,
               demands, costs (including legal fees,  disbursements and taxes as
               charged  on a lawyer and own client  basis) and  expenses  of any
               kind whatsoever in respect of the foregoing.

          (b)  Notwithstanding  the completion of the transactions  contemplated
               under this Agreement or any  investigation  by the  Shareholders,
               the   representations,   warranties   and   acknowledgements   of
               E*Comnetrix  contained in this Agreement or any  certificates  or
               documents  delivered by  E*Comnetrix  pursuant to this  Agreement
               shall survive the Completion and shall continue in full force and
               effect thereafter for the benefit of the Shareholders.  If any of
               the  representations,  warranties  or  acknowledgements  given by
               E*Comnetrix  is found to be  untrue  or there is a breach  of any
               covenant  or  agreement   in  this   Agreement  on  the  part  of
               E*Comnetrix,  then E*Comnetrix  shall indemnify and save harmless
               the Shareholders from and against any and all liability,  claims,
               debts, demands, suits, actions,  penalties,  fines, losses, costs
               (including  legal fees,  disbursements  and taxes as charged on a
               lawyer and own client  basis),  damages and  expenses of any kind
               whatsoever  which may be brought or made against the Shareholders
               by any person,  firm or  corporation  of any kind  whatsoever  or
               which may be suffered or incurred by the  Shareholders,  directly
               or  indirectly,  arising out of or as a  consequence  of any such
               misrepresentation   or  breach  of   warranty,   acknowledgement,
               covenant or agreement. Without in any way limiting the generality
               of the  foregoing,  this  shall  include  any  loss  of any  kind
               whatsoever which may be suffered or incurred by the Shareholders,
               directly or indirectly, arising out of any material assessment or
               reassessment  levied upon  E*Comnetrix  for tax,  interest and/or
               penalties relating to any period of business operations up to and
               including  the  Closing  Date  and  all  claims,  demands,  costs
               (including  legal fees,  disbursements  and taxes as charged on a
               lawyer and own client basis) and expenses of any kind  whatsoever
               in respect of the foregoing.  Subject to any regulatory  approval
               that  may be  required,  each of the  Shareholders  may  elect to
               receive in lieu of a cash settlement, common shares at the simple
               average  closing price for the common shares of  E*Comnetrix  for
               the 30 trading days  preceding the date of any award ordered by a
               court pursuant to this indemnity.

     5.2  With  the   exception  of  claims   based  on  fraud  or   intentional
misrepresentation,  the indemnification  obligations of each of the Shareholders
shall not exceed the E*Comnetrix Shares received by such Shareholder in exchange
for such Shareholder's EXSTREAM Shares pursuant to

                                       19
<PAGE>

Section  1.1 of this  Agreement  and the  satisfaction  of such  indemnification
obligations  shall be accomplished on a pro rata basis among parties involved in
any  misrepresentation  or  breach of  warranty,  acknowledgement,  covenant  or
agreement as to their  Exchange  Shares  issued  pursuant to Section 1.1 of this
Agreement.

6.       CLOSING

     6.1  At  the  Time  of  Closing,   the  EXSTREAM  Group  shall  deliver  to
E*Comnetrix:

     (a)  certified true copies of the  resolutions of the directors of EXSTREAM
          evidencing that the directors of EXSTREAM have approved this Agreement
          and  all of  the  transactions  of  EXSTREAM  contemplated  hereunder,
          specifically referring to:

          (i)  the  exchange  and  transfer  of the  EXSTREAM  Shares  from  the
               Shareholders to E*Comnetrix as provided for in this Agreement;

          (ii) the  cancellation  of the  share  certificates  (the  "Old  Share
               Certificates") representing the EXSTREAM Shares held as set forth
               in Recital A of this Agreement; and

          (iii)the  issuance  of  a  new  share   certificate  (the  "New  Share
               Certificate")  representing the EXSTREAM Shares registered in the
               name of E*Comnetrix;

     (b)  the Old Share Certificates;

     (c)  the New Share Certificate;

     (d)  all minute books and seals of EXSTREAM;

     (e)  all  original  and  duplicate  certificates   evidencing  registration
          anywhere  in the  world of any  interest  in  tangible  or  intangible
          property included in the Assets;

     (f)  releases  in the  form  of  Schedule  6.1(f)  to this  Agreement  (the
          "Releases")  from  each  of the  Shareholders  of all  claims  against
          EXSTREAM for  outstanding  amounts owing by EXSTREAM on account of any
          loans,  bonuses,   reimbursements,   compensation,   fees,  royalties,
          dividends or other consideration whatsoever;

     (g)  certificates of confirmation  and investor  certificates  from each of
          the Shareholders, in the form of Schedule 6.1(g) to this Agreement;

     (h)  the Escrow Agreement; and

     (i)  any other  materials  that are,  in the opinion of the  attorneys  for
          E*Comnetrix,   reasonably   required  to  complete  the   transactions
          contemplated under this Agreement.

     6.2 At the Time of Closing, E*Comnetrix shall deliver to the solicitors for
the Shareholders:

     (a)  true  copies  of the  resolutions  of the  directors  of  E*Comnetrix,
          evidencing  that the  directors  of  E*Comnetrix  have  approved  this
          Agreement  and all of the  transactions  of  E*Comnetrix  contemplated
          hereunder,  including  the  issuance  of  the  E*Comnetrix  Shares  in
          exchange for the EXSTREAM Shares;

                                       20
<PAGE>

     (b)  a  certificate  of  confirmation  signed by a  director  or officer of
          E*Comnetrix in the form of Schedule 6.2(c) to this Agreement.

     6.3  Within ten business days subsequent to the Time of Closing E*Comnetrix
          shall deliver to the solicitors for the Shareholders:

     (a)  share  certificates  representing the E*Comnetrix Shares registered in
          the names of the  Shareholders as jointly directed by the Shareholders
          in writing; and

     (b)  share  certificates  representing the E*Comnetrix Shares registered in
          the name of the Escrow Agent, as provided for in Section 5.2.


7.       GENERAL

     7.1 Time and each of the terms and conditions of this Agreement shall be of
the essence of this  Agreement  and any waiver by the parties of this  paragraph
7.1 or any failure by them to exercise any of their rights under this  Agreement
shall be limited to the  particular  instance  and shall not extend to any other
instance or matter in this Agreement or otherwise  affect any of their rights or
remedies under this Agreement.

     7.2 The  Schedules to this  Agreement  incorporated  by  reference  and the
recitals to this Agreement constitute a part of this Agreement.

     7.3 This Agreement  constitutes  the entire  Agreement  between the parties
hereto  in  respect  of  the  matters  referred  to  herein  and  there  are  no
representations,  warranties,  covenants  or  agreements,  expressed or implied,
collateral hereto other than as expressly set forth or referred to herein.

     7.4 The  headings  in this  Agreement  are for  reference  only  and do not
constitute terms of the Agreement.

     7.5 The  provisions  contained  in this  Agreement  which,  by their terms,
require performance by a party to this Agreement  subsequent to the Closing Date
of this Agreement, shall survive the Closing Date of this Agreement.

     7.6 No  alteration,  amendment,  modification  or  interpretation  of  this
Agreement or any provision of this Agreement shall be valid and binding upon the
parties hereto unless such alteration, amendment, modification or interpretation
is in written form executed by the parties directly affected by such alteration,
amendment, modification or interpretation.

     7.7 Whenever the singular or masculine is used in this  Agreement  the same
shall be deemed to include the plural or the  feminine or the body  corporate as
the context may require.

     7.8 The parties hereto shall execute and deliver all such further documents
and  instruments and do all such acts and things as any party may, either before
or after the  Closing  Date,  reasonably  require in order to carry out the full
intent and meaning of this Agreement.

     7.9 Any notice,  request,  demand and other communication to be given under
this  Agreement  shall  be in  writing  and  shall be  delivered  by hand to the
appropriate  party at the  address  as  first  set out  above  or to such  other
addresses or by such other means as may be  designated in writing by the parties

                                       21
<PAGE>

hereto in the manner provided for in this paragraph, and shall be deemed to have
been  received  on the date of delivery by hand,  or if  delivered  by e-mail or
telecopy, then on the date transmission completes.

     7.10 This  Agreement  shall be subject to,  governed  by, and  construed in
accordance  with the laws of the State of California,  and the parties attorn to
the non-exclusive  jurisdiction of the courts of the State of California for the
resolution of all disputes arising under this Agreement.

     7.11 This Agreement may be signed by the parties in as many counterparts as
may be  deemed  necessary,  each of which so  signed  shall be  deemed  to be an
original,  and all such counterparts  together shall constitute one and the same
instrument.

IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of the
Effective Date:


                                              )
SIGNED, SEALED & DELIVERED                    )
by Joseph Karwat in the presence of:          )    /s/ Joseph Karwat
                                              )   ------------------------------
Signature of Witness                          )   Joseph Karwat
Name:                                         )
       -----/s/ [Illegible]---------------    )
Address:                                      )
          --------------------------------    )
                                              )
------------------------------------------    )
Occupation:                                   )
             -----------------------------    )


SIGNED, SEALED & DELIVERED by                 )
Jacob Butcher in the presence of:             )
                                              )
___/s/ Britt Park___                          )    /s/ [Illegible]
Signature of Witness                          )   ------------------------------
                                              )   Jacob Butcher
Name:    Britt Park                           )
       -----------------------------------    )
Address:  2933 Granite Street Rd.             )
          --------------------------------    )
    Scott Valley, CA                          )
------------------------------------------    )
Occupation:    Engineer                       )
             -----------------------------    )


SIGNED, SEALED & DELIVERED by                 )
Robert Dumper in the presence of:             )
                                              )   /s/ R. Dumper
Signature of Witness                          )   ------------------------------
                                              )   Robert Dumper
Name:   /s/ [Illegible]                       )
       -----------------------------------    )
Address:                                      )
          --------------------------------    )
                                              )
------------------------------------------    )
Occupation:                                   )
             -----------------------------    )


                                       22
<PAGE>
SIGNED, SEALED & DELIVERED by                 )
Golda Gorokin Morganster in the presence of:  )
                                              )
/s/ Cindi Norton                              )
Signature of Witness                          )    /s/ Golda Gorokin Morganster
                                              )   ------------------------------
                                              )   Golda Gorokin Morganster
Name:   Cindi Norton                          )
       -----------------------------------    )
Address:    3290 Monroe Ave                   )
          --------------------------------    )
   Rochester, NY 14618                        )
------------------------------------------    )
Occupation:     Banker                        )
             -----------------------------    )


SIGNED, SEALED & DELIVERED by                 )
Robert Hoffman in the presence of:            )
                                              )
/s/ Stephanie Bridges                         )    /s/ Robert Hoffman
Signature of Witness                          )   ------------------------------
                                              )   Robert Hoffman
Name:      Stephanie Bridges                  )
       -----------------------------------    )
Address:    1701 South Elena Ave              )
          --------------------------------    )
       Redondo Beach, CA 90277                )
------------------------------------------    )
Occupation:    Personal Banking Officer       )
             -----------------------------    )



SIGNED, SEALED & DELIVERED by                 )
Harrison Design Group in the presence of:     )
                                              )
Signature of Witness                          )   ------------------------------
                                              )   Harrison Design Group
Name:                                         )
       -----------------------------------    )
Address:                                      )
          --------------------------------    )
                                              )
------------------------------------------    )
Occupation:                                   )
             -----------------------------    )


SIGNED, SEALED & DELIVERED by                 )
Alec Karlson in the presence of:              )
                                              )
/s/ Patricia A. LaClaire                      )    /s/ Alec Karlson
Signature of Witness                          )   ------------------------------
                                              )   Alec Karlson
Name:    Kennedy Space Center                 )
       -----------------------------------    )
Address:   Federal Credit Union               )
          --------------------------------    )
415 Fortenberry Road, Merritt Island,FL 32952 )
------------------------------------------    )
Occupation:   Supervisor                      )
             -----------------------------    )


                                       23
<PAGE>


SIGNED, SEALED & DELIVERED by                 )
Eric Karlson in the presence of:              )
                                              )
/s/ [Illegible]                               )    /s/ Eric Karlson
Signature of Witness                          )   ------------------------------
                                              )   Eric Karlson
Name:                                         )
       -----------------------------------    )
Address:                                      )
          --------------------------------    )
                                              )
------------------------------------------    )
Occupation:                                   )
             -----------------------------    )


SIGNED, SEALED & DELIVERED by                 )
James Moore in the presence of:               )

/s/ [Illegible]                               )  /s/ James Moore
Signature of Witness                          )   ------------------------------
                                              )   James Moore
Name:       Justine Correa                    )
       -----------------------------------    )
Address:    2050 Wilbur Ave                   )
          --------------------------------    )
         San Diego, CA 92109                  )
------------------------------------------    )
Occupation:     Engineer                      )
             -----------------------------    )


SIGNED, SEALED & DELIVERED by                 )
William Perell in the presence of:            )
                                              )
Signature of Witness                          )   ------------------------------
                                              )   William Perell
Name:                                         )
       -----------------------------------    )
Address:                                      )
          --------------------------------    )
                                              )
------------------------------------------    )
Occupation:                                   )
             -----------------------------    )


SIGNED, SEALED & DELIVERED by                 )
William Reed in the presence of:              )
                                              )     /s/  [Illegible]
Signature of Witness                          )   ------------------------------
                                              )   William Reed
Name:     /s/  [Illegible]                    )
       -----------------------------------    )
Address:                                      )
          --------------------------------    )
                                              )
------------------------------------------    )
Occupation:                                   )
             -----------------------------    )


                                       24
<PAGE>


EXECUTED by Exstream Data, Inc. by:
                                              )
    /s/ Joseph Karwat                         )
----------------------------------------      )                        cs
Name: Joseph Karwat                           )
Title:President                               )
                                              )
________________________________________      )
Name:___________________________________      )
Title:__________________________________      )




EXECUTED by E*Comnetrix Inc.                  )
                                              )
by:   /s/  [Illegible]                        )
------------------------------------          )
Mark Smith                                    )
President                                     )
                                              )
                                              )
                                              )


                                       25
<PAGE>



Schedule A - Shareholders of Exstream
<TABLE>
<S>                             <C>                                                  <C>     <C>

Name                     Address                                                  Shares  Percentage

Jacob Butcher            326 Camille Court, Apt #2 Mountain View CA 94040          2,000   00.35%
Robert Dumper            51 Stark Knoll Place, Oakland, CA 94618                  12,000   02.10%
Golda Morganster         2505 East Ave., Apt# 508, Rochester, NY 14610             6,800   01.19%
Robert Hoffman           109 Via Sevilla, Redondo Beach, CA 90277                  5,000   00.88%
Harrison Design Group    665 Chestnut Street, 3rd Floor, San Francisco, CA 94133   8,000   01.40%
Alec Karlson             8433 South Side Blvd. Apt # 1814, Jacksonville, FL 32256    400   00.07%
Eric Karlson             617 Baywood Road, Alameda, CA 94502                      48,000   08.42%
Joseph Karwat            1868 Drake Street, Oakland, CA 94611                    328,972   57.68%
James Moore              868 Beryl Street, San Diego, CA 92109                     2,000   00.35%
William Perell           2 Casa Way, Ste. 205, San Francisco, CA 94123            47,453   08.32%
William G. Reed          935 Blemer Road, Danville, CA 94526                     109,692   19.23%

</TABLE>


<PAGE>


Schedule B - Stock Options of Exstream


Options      Name         Exercise Price      Expiry Date       Vesting Date

2852         Bass            $5.25               7/1/03            7/1/01
500          Chesley         $5.25               7/1/03            7/1/01
500          Dalton          $5.25               7/1/03            7/1/01
1000         Dumper          $3.50               12/31/01          vested
500          Gluskin         $5.25               7/1/03            7/1/01
1000         Goren           $5.25               7/20/03           7/1/01
2800         Karlson         $2.50               12/31/02          vested
16000        Karlson         $2.50               12/31/02          vested
5703         Lehman          $3.50               6/26/03          12/30/00
2000         Lehman          $5.25               7/1/05            7/1/01
1000         Mason           $5.25               7/1/03            7/1/01
500          Mason           $5.25               7/1/05            7/1/01
500          McCaffery       $5.25               9/20/03           7/1/01
500          Moore           $5.25               9/30/03           7/1/01
500          O'Donnal        $5.25               8/2/03            7/1/01
500          Riley           $5.25               7/1/03            7/1/01
500          Steverson       $5.25               7/1/03            7/1/01
500          Valencia        $5.25               7/1/03            7/1/01
1000         Van Dyke        $5.25               7/20/03           7/1/01



                                       26
<PAGE>


Schedule C

Name                Escrowed Shares

Jacob Butcher           5,438
Robert Dumper          32,630
Golda Morganster       18,490
Robert Hoffman         13,596
Alec Karlson            1,088
Eric Karlson          130,520
Joseph Karwat         894,529
James Moore             5,438
William Reed          298,271