<PAGE>

                                                                    Exhibit 3.66

                         SECURITIES EXCHANGE AGREEMENT
                         -----------------------------


          THIS SECURITIES EXCHANGE AGREEMENT made as of the 6/th/ day of June,
          2000.

AMONG:

          OPUS MINERALS INC., a corporation incorporated under the laws of the
          Province of Ontario;

          (hereinafter referred to as "Purchaser")
                                                            OF THE FIRST PART
                    - and -


          IL DATA CANADA, INC., a corporation incorporated under the laws of the
          Province of Ontario;

          (hereinafter referred to as "Seller")

                                                            OF THE SECOND PART
                     - and -



         All shareholders of Seller listed on the Schedule "A"

         (hereinafter referred to as the "Seller's Shareholders")


                                                            OF THE THIRD PART


WHEREAS:

A.   Purchaser wishes to acquire all of the issued and outstanding shares in the
     capital of Seller from the Seller's Shareholders in exchange for shares in
     the capital of Purchaser; and

B.   The Seller's Shareholders wish to exchange their shares in the capital of
     Seller for shares in the capital of Purchaser;


NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the
parties hereto agree with each other as follows:
<PAGE>

                                      -2-

                                   ARTICLE I
                                  DEFINITIONS
                                  -----------

1.1  Definitions. In this Agreement, unless there is something in the context or
subject matter inconsistent therewith, the following words and terms set forth
in this Article 1 shall have the meanings respectively assigned to them:

          (1)  "Affiliate" means an affiliated body corporate within the meaning
               of the Ontario Business Corporations Act;

          (2)  "Agreement" means this Agreement and all instruments supplemental
               hereto or in amendment or confirmation hereof; "herein", "hereof"
               and similar expressions mean and refer to this Agreement and not
               to any particular article, section, clause or subclause; and
               "Section", "clause" or "subclause" means and refers to the
               specified article, section, clause or subclause of this
               Agreement;

          (3)  "Business Day" means a day other than a Saturday or Sunday on
               which the principal commercial banks located in Toronto, Ontario
               are open for business during normal banking hours;

          (4)  "Closing" means the completion of the Exchange (as defined in
               Section 2.1 below) with the Purchaser and the Seller's
               Shareholders which shall take place on the Closing Date at the
               offices of Weir & Foulds in Toronto, Ontario;

          (5)  "Closing Date" means, unless otherwise expressly agreed to by the
               parties hereto in writing, the earlier of (i) June 6, 2000; or
               (ii) the first Business Day which is two (2) Business Days after
               Purchaser receives from Seller and Seller receives from Purchaser
               written confirmation that each of the condition precedents to the
               completion of the Agreement set out in Sections 6.1 and 6.2
               hereof have either been satisfied or waived by Seller and
               Purchaser, as the case may be;

          (6)  "Effective Date" means the date first written above;

          (7)  "Exchange" means the exchange of the Seller Shares for the
               Exchange Shares in accordance with Section 2.1 hereof;

          (8)  "Exchange Shares" means that number of Purchaser Common Shares
               which are to be issued from the treasury of Purchaser to Seller's
               Shareholders and to be exchanged for all of the then issued and
               outstanding Seller Shares in accordance with Section 2.1 hereof;

          (9)  "Generally Accepted Accounting Principles" means the generally
               accepted accounting principles from time to time approved by the
               Canadian Institute of Chartered Accountants, or any successor
               institute, applicable as at the date on which such calculation is
               made or required to be made in accordance with such principles;
<PAGE>

                                      -3-

          (10)  "Interim Period" means the period from the Effective Date to the
                Closing Date;

          (11)  "Investorlinks.com LLC Option" means. . .           ;

          (12)  "Material Fact" in relation to any party hereto includes,
                without limitation, any fact that significantly affects, or
                would reasonably be expected to have a significant effect on,
                the market price or value of the shares of such party;

          (13)  "Person" means any individual, corporation, partnership,
                unincorporated syndicate, unincorporated organization, trust,
                trustee, executor, administrator or other legal representative;

          (14)  "Proceeding" means any suit, action, dispute, claim, litigation,
                arbitration or any legal, administrative or other proceeding or
                governmental investigation, including appeals and applications
                for review, at law or in equity or before any court or
                arbitrator or any federal, provincial, municipal or other
                governmental department, commission, tribunal, board or agency;

          (15)  "Purchaser" means Opus Minerals Inc., a corporation incorporated
                under the laws of the Province of Ontario;

          (16)  "Purchaser's Auditors" means BDO Dunwoody, Chartered
                Accountants;

          (17)  "Purchaser's Business" means holding equity interests in mineral
                exploration companies, including First Strike Diamonds Inc. and
                Stroud Resources Ltd.,

          (18)  "Purchaser's Documents" means those certain documents to be
                delivered or caused to be delivered by Purchaser to Seller on or
                before the Closing Date as set out in subsection 6.3(a) of this
                Agreement;

          (19)  "Purchaser's Financial Statements" means the audited financial
                statements of Purchaser for the fiscal year ended April 30,
                1999, and the unaudited financial statements of Purchaser for
                the nine (9) month period ended January 31, 2000, consisting of
                the balance sheet and the statements of earnings, retained
                earnings and changes in financial position and all notes
                thereto;

          (20)  "Purchaser's Stock Option Plan" means the proposed stock option
                plan of Purchaser in the form attached hereto as Schedule "C";
                                                                 ------------

          (21)  "Purchaser Common Shares" means common shares in the capital
                stock of Purchaser, an unlimited number of which are authorized
                for issuance.
<PAGE>

                                      -4-

          (22)  "Sales Tax Laws" means the Excise Tax Act (Canada), any
                applicable goods and services, sales or use taxation statute of
                a province, and any similar foreign legislation, all as from
                time to time amended, and any successors thereto;

          (23)  "Seller" means IL Data Canada, Inc., a corporation incorporated
                under the laws of the Province of Ontario;

          (24)  ["Seller's Auditors" means *****, Chartered Accountants];

          (25)  "Seller's Business" means the business previously and heretofore
                carried on by Seller;

          (26)  "Seller's Contracts" means all rights and interests of Seller in
                and to all agreements, leases and other arrangements of Seller,
                whether written or oral, pending and/or executory, to or by
                which Seller or any of Seller's Assets or Seller's Business is
                bound or affected including, without limitation, Seller's
                Employment Contracts, Seller's Equipment Contracts and Seller's
                Leases, all of which are as listed and described in Schedule "D"
                                                                    ------------
                attached hereto;

          (27)  "Seller's Documents" means those certain documents to be
                delivered or caused to be delivered by Seller and Seller's
                Shareholders to Purchaser on or before the Closing Date as set
                out in subsection 6.3(a)(ii) of this Agreement;

          (28)  "Seller's Financial Statements" means the [un]audited
                consolidated financial statements of Seller for the period ended
                [May 25], [2000], consisting of the balance sheet and the
                statements of earnings, retained earnings and changes in
                financial position and all notes thereto;

          (29)  "Seller's Shareholders" means Sierra Holdings Limited, Christos
                Livadas, George Stubos, Iguana Investments Limited, Laiy
                Limited, Aberdeen Holdings and Clyde Resources, as more
                completely described on Schedule "A";

          (30)  "Seller Shares" means all of the issued and outstanding common
                shares in the capital stock of Seller all of which shall be
                beneficially owned by Seller Shareholders as at the Closing
                Date, it being acknowledged that [6,800] common shares
                constitute all of the issued and outstanding common shares in
                the capital stock of Seller as at the Effective Date;

          (31)  "Seller Subsidiary" means IL Data Corporation, Inc., a company
                incorporated in the State of Nevada [and Investorlinks.com, once
                the Investorlinks.com Option is exercised];

          (32)  "Regulatory Body" and "Regulatory Bodies" means, collectively
                and individually, the NASD OTC Bulletin Board, the Securities
                and Exchange Commission, the Ontario Securities Commission and
                The Canadian Dealing Network Inc.;
<PAGE>

                                      -5-

          (33)  "Tax Act" means the Income Tax Act (Canada), as it may be
                amended from time to time, and any successor thereto. Any
                reference herein to a specific section or sections of the Tax
                Act, or regulations promulgated thereunder, shall be deemed to
                include a reference to all corresponding provision of future
                law;

          (34)  "Tax Laws" shall mean the Tax Act and any applicable provincial,
                or foreign income taxation statute(s), as from time to time
                amended, and any successors thereto;

          (35)  "Third Party" means any Person other than the parties to this
                Agreement;


1.2       Currency. Unless otherwise indicated, all dollar amounts referred to
in this Agreement are in Canadian funds.

1.3       Tender. Any tender of documents or money hereunder may be made upon
the parties or their respective counsel and money may be tendered by official
bank draft drawn upon a Canadian chartered bank or trust company or by
negotiable cheque payable in Canadian funds and certified by a Canadian
chartered bank or trust company.

1.4       Number and Gender. Where the context requires, words imparting the
singular shall include the plural and vice versa, and words imparting gender
include all genders.

1.5       Headings. Article and Section headings contained in this Agreement are
included solely for convenience, are not intended to be full or accurate
descriptions of the content thereof and shall not be considered part of this
Agreement or affect the construction or interpretation of any provision hereof.

1.6       Schedules. The Schedules and Exhibits to this Agreement shall be
construed with and as an integral part of this Agreement to the same extent as
if the same had been set forth verbatim herein. The following Schedules and
Exhibits are attached hereto:

          Schedule "A"  -    Shareholders of Seller
          Schedule "B"  -    Purchaser Options
          Schedule "C"  -    Purchaser's Stock Option Plan
          Schedule "D"  -    Seller's Contracts
          Schedule "E"  -    Officers and Directors of Purchaser
          Schedule "F"  -    Officers and Directors of Seller

1.7       Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with Generally Accepted Accounting Principles.
<PAGE>

                                     -6-

                                  ARTICLE II
                  EXCHANGE OF SHARES WITH SELLER SHAREHOLDERS
                  -------------------------------------------

1.8  Exchange of Shares

     (1)  Seller's Shareholders agree to sell, and Purchaser agrees to purchase,
          the Seller Shares on Closing in consideration of the issuance of
          6,800,000 fully paid, issued and outstanding Purchaser Common Shares
          (the "Exchange Shares") for all of the issued and outstanding Seller
          Shares (being one thousand (1,000) Purchaser Common Shares for each
          one (1) Seller Share); and

     (2)  [On or before July *, 2000, Seller and Purchaser, acting reasonably
          and in good faith, shall allocate, in a mutually agreeable manner
          after consultation with their respective professional advisors, an
          appropriate value of consideration in Canadian dollars for Purchaser's
          purchase of the Seller Shares on a per share basis.]

                                  ARTICLE III
                                    CLOSING
                                    -------

1.9  In the event that the Exchange contemplated under Section 2.1 hereof cannot
close by July 31, 2000 due to the failure to obtain any required approval of the
Regulatory Bodies to the transactions contemplated herein, or due to the failure
of each of the conditions precedent set out in Section 6.1 or 6.2 hereof not
having been either satisfied or waived by Seller or Purchaser in writing, as the
case may be, then subject to the parties otherwise agreeing in writing and
except as concerns covenants, warranties, representations or other obligations
breached prior to such time, this Agreement shall terminate without any party
incurring any liability to any other party, and all parties shall bear their own
costs in connection with the transactions contemplated by this Agreement,
subject to Section 8.3 hereof.

                                  ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES
                        ------------------------------

1.10 Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller and Seller's Shareholders as follows, and acknowledges that
Seller and Seller's Shareholders are relying upon such representations and
warranties in connection with entering into this Agreement and completing the
transactions contemplated thereby:
<PAGE>

                                      -7-

(1)  Status and Capacity
     -------------------

     Purchaser is a corporation incorporated and subsisting under the laws of
     Ontario, has all requisite corporate power to own its properties and
     conduct its business as presently being conducted by it, and is registered
     or otherwise qualified to carry on business in all jurisdictions in which
     the nature of its assets or business makes such registration or
     qualification necessary or advisable.

(2)  Due Authorization
     -----------------

     Subject to obtaining the required approval of the Regulatory Bodies,
     Purchaser has full legal capacity and corporate power to enter into this
     Agreement and to take, perform or execute all proceedings, acts and
     instruments necessary or advisable to consummate the actions and
     transactions contemplated in this Agreement; all necessary corporate action
     has been taken, or will be taken prior to the Closing Date, by or on the
     part of Purchaser to authorize its execution and delivery of this
     Agreement, and the taking, performing or executing of such proceedings,
     acts and instruments as are necessary or advisable for consummating the
     actions and transactions contemplated in this Agreement and for fulfilling
     its obligations hereunder.

(3)  Enforceability
     --------------

     This Agreement has been duly executed and delivered on behalf of Purchaser
     and constitutes a legal, valid and binding obligation of each of them,
     enforceable against each of them in accordance with its terms, except as
     such terms may be limited by bankruptcy, insolvency, re-organization or
     other laws relating to the enforcement of creditors' rights generally.

(4)  Absence of Conflict
     -------------------

     Neither the execution nor delivery of this Agreement, nor the consummation
     of the transactions contemplated hereby, nor compliance with and fulfilment
     of the terms and provisions of this Agreement will:

     (1)  conflict with or result in a breach of the terms, conditions or
          provisions of, or constitute a default under:

          (1)  any of the constating documents or by-laws of Purchaser; or

          (2)  any instrument, agreement, mortgage, judgment, order, award,
               decree or other instrument or restriction to which Purchaser is a
               party of or by which it is bound; or

     (2)  require any affirmative approval, consent, authorization or other
          order or action by any court, governmental authority or
          regulatory
<PAGE>

                                      -8-

               body or by any creditor of Purchaser or any party to any
               agreement to which Purchaser is a party or by which Purchaser is
               bound, except as shall have been obtained prior to Closing.

(5)  Authorized and Issued Capital of Purchaser
     ------------------------------------------

     The authorized capital of Purchaser on the Closing Date will be an
     unlimited number of common shares, and an unlimited number of special
     shares, of which only [6,944,576] common shares and no special shares are
     presently issued and outstanding as at the Effective Date and [6,944,576
     shares - 3,930,000 warrants] shall be issued and outstanding immediately
     prior to the Closing. All of the presently issued and outstanding common
     shares of Purchaser have been validly allotted and issued and are
     outstanding as fully-paid and non-assessable shares and on the Closing Date
     no more than [3,930,000 warrants - 6,944,576 common shares] of Purchaser
     will be, together with the Exchange Shares, the only issued and outstanding
     shares in the capital stock of Purchaser as at that time.

(6)  Shares Non-Assessable
     ---------------------

     At the time of Closing, all of the Exchange Shares to be issued hereunder
     to Seller's Shareholders will be validly issued and outstanding as fully
     paid and non-assessable Purchaser Common Shares, free and clear of all
     mortgages, liens, charges, security deposits, adverse claims, pledges,
     encumbrances, options, warrants, rights, privileges and demands whatsoever.

(7)  Options, etc.
     -------------

     At Closing, no person, firm or corporation will have any agreement or
     option or any right or privilege (whether by law, pre-emptive or
     contractual) capable of becoming an agreement or option, including
     convertible securities, warrants or convertible obligations of any nature,
     for the purchase from Purchaser of any Purchaser Common Shares or for the
     subscription, allotment or issuance of any unissued shares in the capital
     of Purchaser.
<PAGE>

                                      -9-

(8)  Financial Records of Purchaser
     ------------------------------

     The books and records of Purchaser fairly and correctly set out and
     disclose in all material respects, in accordance with Generally Accepted
     Accounting Principles, the financial position of Purchaser as at the date
     hereof and all material financial transactions of Purchaser relating to
     Purchaser's Business have been accurately recorded in such books and
     records. Purchaser does not have any of its records, systems, controls,
     data or information recorded, stored, maintained, operated or otherwise
     wholly or partly dependent upon or held by any means (including any
     electronic, mechanical or photographic process, whether computerized or
     not) which (including all means of access thereto and therefrom) are not
     under the exclusive ownership and direct control of Purchaser and, at
     Closing, Purchaser will have originals or copies of all such records,
     systems, controls, data or information in its possession or control.

(9)  Purchaser's Financial Statements
     --------------------------------

     Purchaser's Financial Statements fairly present the financial position of
     Purchaser as at April 30, 1999 and fairly present the results of operations
     for the periods ended on such dates, all in accordance with Generally
     Accepted Accounting Principles consistently applied throughout the period
     covered thereby except as stated therein. Purchaser's books of account
     reflect items of income and expense and all assets and liabilities and
     accruals required to be reflected therein.

(10) Absence of Change
     -----------------

     Save and except for matters which are disclosed in Purchaser's Financial
     Statements, Purchaser has not (nor has it agreed to):

     (1)  incurred any debts, obligations or liabilities (absolute, accrued,
          contingent or otherwise and whether due or to become due), except
          debts, obligations and liabilities incurred in the ordinary course of
          business;

     (2)  discharged or satisfied any liens or paid any obligation or liability
          other than liabilities shown on Purchaser's Financial Statements,
          other than in the ordinary course of business;

     (3)  declared or made any payment, distribution or dividend based on its
          shares, or purchased, redeemed or otherwise acquired any of the shares
          in its capital or other securities or obligated itself to do so;
<PAGE>

                                      -10-

     (4)  mortgaged, pledged or subjected to lien or other security interest any
          of its assets, tangible or intangible other than the usual security
          granted to secure a bank line of credit;

     (5)  sold, assigned, leased, transferred or otherwise disposed of any of
          its assets (excluding inventory) either having a book value or fair
          market value in excess of $10,000, whether or not in the ordinary
          course of business;

     (6)  increased materially the compensation payable or to become payable by
          Purchaser, to any of its officers, directors or employees, or in any
          bonus payment to or arrangement made with any officer, director or
          employee, or made any material changes in the personnel policies or
          employee benefits of Purchaser;

     (7)  cancelled, waived, released or compromised any debt, claim or right
          resulting in a material adverse effect on the business, prospects or
          financial condition of Purchaser;

     (8)  significantly altered or revised any of its accounting principles,
          procedures, methods or practices;

     (9)  changed its credit policy as to provision of services, sales of
          inventories or collection or accounts receivable (except as dictated
          by competitive conditions);

     (10) suffered any material damage, destruction or loss (whether or not
          covered by insurance) materially and adversely affecting the
          properties, business or prospects of Purchaser;

     (11) entered into any transaction, contract or commitment other than in the
          ordinary course of business (except for the transactions set forth in
          this Agreement);

     (12) made or authorized any capital expenditures in excess of $10,000 in
          the aggregate;

     (13) issued or sold any shares in its capital stock or other securities, or
          granted any options with respect thereto; or

     (14) suffered or experienced any material adverse change in, or event or
          circumstance affecting, the condition (financial or otherwise),
          properties, assets, liabilities, earnings, business, operations or
          prospects of Purchaser (and Purchaser has no knowledge, information or
          belief of any fact, event or circumstances which might
<PAGE>

                                      -11-

          reasonably be expected to affect materially and adversely the
          condition (financial or otherwise), properties, assets, liabilities,
          earnings, business operations or prospects of Purchaser), and has not
          changed any shares of its capital stock, whether by way of
          reclassification, stock split or otherwise.

(11) Corporate Records
     -----------------

     The corporate records and minute books of Purchaser as provided to Seller
     or its legal counsel contain complete and accurate minutes of all meetings
     of and corporate actions or written consents by the directors and
     shareholders of Purchaser, including, without limitation, all by-laws and
     resolutions passed by the board of directors and shareholders of Purchaser,
     held since the incorporation of Purchaser; and all such meetings were duly
     called and held. The shareholders' list maintained by Purchaser's registrar
     and transfer agent has been provided for review to Seller and Seller's
     Shareholders and is, to the best of Purchaser's knowledge, complete and
     accurate in all respects.

(12) Subsidiaries
     ------------

     Other than shares held from the Purchaser's Business, the Purchaser does
     not hold or own, beneficially or otherwise, any securities of any other
     corporate entity. In furtherance and for the sole purpose of the
     consummation of this transaction, on the Closing Date Purchaser shall be
     the registered and beneficial owner of [none] of the shares held by virtue
     of the Purchaser's Business.

(13) No Other Business
     -----------------

     Purchaser does not operate or engage in any business activities, operations
     or management of any nature or kind whatsoever other than Purchaser's
     Business.

(14) Affiliates
     ----------

     With the exception of its relationship through operation of the Purchaser's
     Business, the Purchaser has no Affiliates or agreements of any nature to
     acquire any subsidiary or to acquire or lease any other business activities
     or operations. Purchaser will not prior to the Closing Date acquire, or
     agree to acquire, any subsidiary or business without the prior written
     consent of Seller.

(15) Liabilities
     -----------
<PAGE>

                                      -12-

     Except as reflected in Purchaser's Financial Statements, there will be at
     the Closing Date no material liabilities of Purchaser of any kind
     whatsoever, whether or not accrued and whether or not determined or
     determinable, in respect of which Purchaser may become liable on or after
     the transaction contemplated by this Agreement.

(16) Bonds, Debentures, Guarantees
     -----------------------------

     (1)  Except as expressly referred to in Purchaser's Financial Statements,
          Purchaser does not have outstanding any bonds, debentures, mortgages,
          notes or other similar indebtedness or liabilities whatsoever and
          Purchaser is not bound under any agreement to create, issue or incur
          any bonds, debentures, mortgages, notes or other similar indebtedness
          or liabilities whatsoever.

     (2)  Except as set out in Purchaser's Financial Statements, Purchaser is
          not a party to or bound by any agreement of guarantee,
          indemnification, assumption or endorsement or any other like
          commitment of the obligations, liabilities (contingent or otherwise)
          or indebtedness of any other person.

(17) Non-Arm's Length Payments
     -------------------------

     Since April 30, 1999, no payments have been made or authorized by Purchaser
     to its officers, directors, employees, shareholders or former directors,
     officers, employees or shareholders or to any person not dealing at Arm's
     Length with any of the foregoing, except those expressly disclosed herein,
     reflected in Purchaser's Financial Statements or made in the ordinary
     course of business and at the regular rates payable to them of salary,
     pension, bonuses or other remuneration of any nature.

(18) Tax Matters
     -----------

     (1)  Purchaser has filed all tax returns required to be filed by it prior
          to the date hereof in all applicable jurisdictions and has paid,
          collected and remitted all taxes, customs duties, tax instalments,
          levies, assessments, reassessments, penalties, interest and fines due
          and payable, collectible or remittable by it at present. All such tax
          returns properly reflect, and do not in any respect understate, the
          income, taxable income or the liability for taxes of Purchaser in the
          relevant period and the liability of Purchaser for the collection,
          payment and remittance of tax under applicable Tax Laws and Sales Tax
          Laws.

     (2)  Adequate provision has been made in Purchaser's Financial Statements
          for all taxes, governmental charges and assessments,
<PAGE>

                                      -13-

          including interest and penalties thereon, payable by Purchaser for all
          periods up to the date of the balance sheets comprising part of
          Purchaser's Financial Statements.

     (3)  After the Closing Date, no payments will be required to be made by
          Purchaser pursuant to any tax indemnity, allocation or sharing
          agreement for any taxable year up to and including April 30, 1999 and
          all such agreements will be terminated with respect to Purchaser as of
          the Closing Date.

     (4)  Purchaser has withheld and remitted all amounts required to be
          withheld and remitted by it in respect of any taxes, governmental
          charges or assessments in respect of any taxable year up to and
          including April 30, 1999 .

     (5)  There are no actions, suits or other proceedings, investigations or
          claims in progress or pending and, to the best of Purchaser's belief
          and knowledge, there are no actions, suits or other proceedings or
          investigations or claims threatened, against Purchaser in respect of
          any taxes, governmental charges or assessments. No waivers have been
          filed by Purchaser with any taxing authority.

(19) Compliance with Legislation
     ---------------------------

     Purchaser is conducting, has always conducted and shall continue to conduct
     until the Closing Date, Purchaser's Business in compliance with all
     applicable laws, rules and regulations of each jurisdiction in which
     Purchaser's Business is carried on, is not currently in breach of any such
     laws, rules or regulations and is duly licensed, registered or qualified,
     in each jurisdiction in which Purchaser owns or leases property or carries
     on Purchaser's Business, to enable Purchaser's Business to be carried on as
     now conducted and its property and assets to be owned, leased and operated,
     and all such licences, registrations and qualifications are valid and
     subsisting and in good standing and none of the same contains any
     burdensome term, provision, condition or limitation which has or may have
     an adverse effect on the operation of Purchaser's Business.

(20) Consents
     --------
<PAGE>

                                      -14-

     Other than approvals which may be required from any Regulatory Body, no
     consent, licence, approval, order or authorization of, or registration,
     filing or declaration with any governmental authority that has not been
     obtained or made by Purchaser and no consent of any Third Party is required
     to be obtained by Purchaser in connection with the execution, delivery and
     performance by Purchaser of this Agreement or the consummation of the
     transactions contemplated hereby. The issuance of the Exchange Shares to
     Seller's Shareholders will not result in the loss of any regulatory
     consent, licence, approval, order, authorization or registration materially
     benefitting Purchaser.

(21) Absence of Proceedings
     ----------------------

     There is no action, lawsuit, claim, proceeding, or investigation pending
     or, to the best knowledge of Purchaser, threatened against, relating to or
     affecting Purchaser before any court, government agency, or any arbitrator
     of any kind. Purchaser is not aware of any existing ground on which any
     such proceeding might be commenced with any reasonable likelihood of
     success; and there is not presently outstanding against Purchaser any
     judgment, decree, injunction, rule or order of any court, governmental
     agency, or arbitrator relating to or affecting Purchaser in connection with
     Purchaser's Business.

(22) Change in Contracts
     -------------------

     There is not now outstanding any arrangement (contractual or otherwise)
     between Purchaser and any Person which will or may be, terminated or, to
     the best of the knowledge of Purchaser, prejudicially affected as a result
     of the issuance of the Exchange Shares.

(23) Officers and Directors
     ----------------------

     (1)  Attached as Schedule "E" is a complete list of the names of the
                      ------------
          directors and officers of Purchaser.

     (2)  No employee has made any claim or, to the best of Purchaser's
          knowledge, has any basis for any action or proceeding against
          Purchaser, arising out of any statute, ordinance or regulation
          relating to discrimination in employment or employment practices,
          harassment, occupational health and safety standards or worker's
          compensation.

     (3)  Purchaser has not made any agreements with any labour union or
          employee association nor made any commitments to or conducted
<PAGE>

                                      -15-

          any negotiations with any labour union or employee association with
          respect to any future agreements.

     (4)  No trade union, council of trade unions, employee bargaining agency or
          affiliated bargaining agent holds bargaining rights with respect to
          any of Purchaser's employees by way of certification, interim
          certification, voluntary recognition, designation or successor rights.

(24) Existence and Standing of Agreements
     ------------------------------------

     Save and except for Purchaser's Contracts, Purchaser is not a party to or
     bound by any material contract or commitment, whether oral or written.

(25) Leases
     ------

     Purchaser is not a party to any lease or agreement in the nature of a
     lease, whether as lessor or lessee.

(26) Insurance
     ---------

     Purchaser does not currently own any material insurable assets and does not
     currently maintain any policies of insurance.

(27) Employment Contracts, etc,
     -------------------------

     There are no outstanding written or oral employment contracts, sales,
     services, management or consulting agreements, employee benefit or profit-
     sharing plans, or any bonus arrangements with any employee of Purchaser,
     nor are there any outstanding oral contracts of employment which are not
     terminable on the giving of reasonable notice in accordance with applicable
     law. There are no pension or retirement plans established by or for
     Purchaser for the employees of Purchaser's Business.

(28) Continuous Disclosure
     ---------------------

     Purchaser has made all necessary disclosure and filings in a timely fashion
     and Purchaser is now a reporting issuer in good standing under the
     Securities Act (Ontario), and all other applicable securities regulations
     in the Province of Ontario. The Purchaser is also a registrant in good
     standing with the U.S. Securities and Exchange Commission by virtue of its
     annual filing of Form 20F. Purchaser will use its best efforts to maintain
     such reporting issuer status up to and including the Closing Date.

(29) Disclosure
     ----------
<PAGE>

                                      -16-

          No representation or warranty made by Purchaser in this Agreement, and
          no statement made in any schedule, exhibit, certificate or other
          document furnished pursuant to this Agreement, contains, or will
          contain, any untrue statement of a Material Fact or omits, or will
          omit, to state any Material Fact necessary to make such representation
          or warranty or any such statement not misleading. Purchaser does not
          know of any fact which, if known to Seller or Seller's Shareholders,
          would deter them from consummating the transactions contemplated
          herein.

1.11 Representations and Warranties of Seller. Seller and where applicable
Seller's Shareholders, represent and warrant to Purchaser as follows, and
acknowledge that Purchaser is relying upon such representations and warranties
in connection with entering into this Agreement and completing the transactions
contemplated thereby:

     (1)  Status and Capacity
          -------------------

          Seller is a corporation formed and subsisting under the laws of the
          Province of Ontario, has all legal capacity to own its properties and
          conduct its business as presently being conducted by it, and is duly
          registered or otherwise qualified to carry on business in all
          jurisdictions in which the nature of its assets or business makes such
          registration or qualification necessary or advisable.

     (2)  Status and Capacity of Seller's Subsidiaries
          --------------------------------------------

          The Seller's Subsidiary is a corporation formed and subsisting under
          the laws of the State of Nevada, has all legal capacity to own its
          properties and conduct its business as presently being conducted by
          them, and is duly registered or otherwise qualified to carry on
          business in all jurisdictions in which the nature of its assets or
          business makes such registration or qualification necessary or
          advisable. [The Investorlinks.com Option is in good standing, and the
          Seller's Subsidiary intends to exercise said option to acquire [50%]
          of the issued and outstanding shares of Investorlinks.com LLC, on or
          before the Closing. As a result, Investorlinks.com LLC will be a
          Seller's Subsidiary through the Seller owning 100% of the outstanding
          shares of IL Data Corporation, Inc.]
<PAGE>

                                      -17-

(3)  Due Authorization
     -----------------

     [Subject to obtaining any required shareholder or directors approval],
     Seller and Seller's Shareholders have the full legal capacity to enter into
     this Agreement and to take, perform or execute all proceedings, acts and
     instruments necessary or advisable to consummate the other actions and
     transactions contemplated in this Agreement and to fulfil its obligations
     under this Agreement; all necessary action has been taken, or will be taken
     by the Closing Date, by or on the part of Seller and Seller's Shareholders
     to authorize the execution and delivery of this Agreement, and the taking,
     performing or executing of such proceedings, acts and instruments as are
     necessary or advisable for consummating the other actions and transactions
     contemplated in this Agreement and fulfilling its obligations under this
     Agreement.

(4)  Enforceability
     --------------

     This Agreement has been duly executed and delivered by Seller and this
     Agreement constitutes a legal, valid and binding obligation of Seller
     enforceable against it in accordance with its terms, except as such terms
     may be limited by bankruptcy, insolvency, re-organization or other laws
     relating to the enforcement of creditors' rights generally.

(5)  Absence of Conflict
     -------------------

     Neither the execution, nor delivery of this Agreement, nor the consummation
     of the transactions contemplated hereby, nor compliance with and fulfilment
     of the terms and provisions of this Agreement will:

     (1)  conflict with or result in a breach of the terms, conditions or
          provisions of, or constitute a default under:

          (1)  any of the constating documents or by-laws of Seller; or

          (2)  any instrument, agreement, mortgage, judgment, order, award,
               decree or other instrument or restriction to which Seller is a
               party or by which it is bound; or

     (2)  except as otherwise described herein, require any affirmative
          approval, consent, authorization or other order or action by any
          court, governmental authority or regulatory body or by any creditor of
          Seller, or any party to any agreement to which Seller is a party or by
          which Seller is bound, except as shall have been obtained prior to
          Closing.
<PAGE>

                                      -18-

(6)  Options, etc.
     -------------

     No person, firm or corporation has any agreement or option or any right or
     privilege (whether by law, pre-emptive or contractual) capable of becoming
     an agreement or option, including convertible securities, warrants or
     convertible obligations of any nature, for the purchase from Seller of any
     of the Seller Shares or for the subscription, allotment or issuance of any
     unissued shares in the capital of Seller.

(7)  Authorized and Issued Capital of Seller
     ---------------------------------------

     The authorized capital of Seller is now, and on the Closing Date will be,
     an unlimited number of common shares, of which only 6,800 common shares are
     presently issued and outstanding. All of the issued and outstanding common
     shares of Seller have been validly allotted and issued and are outstanding
     as fully-paid and non-assessable shares and on the Closing Date the Seller
     Shares will be the only issued and outstanding shares of Seller.

(8)  Subsidiaries
     ------------

     Seller is the registered and beneficial holder of all of the issued and
     outstanding shares of the Seller's Subsidiary. Upon exercise of the
     Investorlinks.com Option on or before Closing, Seller's Subsidiary will
     hold [50%] of the issued and outstanding shares of Investorlinks.com LLC.

(9)  Corporate Records
     -----------------

     The corporate records and minute books of Seller contain complete and
     accurate minutes of all meetings of and corporate actions or written
     consents by the directors and shareholders of Seller, including, without
     limitation, all by-laws and resolutions passed by the board of directors
     and shareholders of Seller, held since the incorporation of Seller; and all
     such meetings were duly called and held. The share certificate books,
     register of shareholders, register of transfers and register of directors
     of Seller are complete and accurate.

(10) Seller's Financial Statements
     -----------------------------

     Seller's Financial Statements fairly present the financial position of
     Seller as at May 25, 2000, and the results of its operations for the period
     ended on such date, all in accordance with Generally Accepted Accounting
     Principles consistently applied throughout the period covered thereby
     except as stated therein. Seller's books of account reflect items of income
     and expense and all assets and liabilities and accruals required to be
     reflected therein.
<PAGE>

                                      -19-

(11) Financial Records
     -----------------

     The books and records of Seller fairly and correctly set out and disclose
     in all material respects, in accordance with Generally Accepted Accounting
     Principles, the financial position of Seller as at the date hereof and all
     material financial transactions of Seller relating to its business have
     been accurately recorded in such books and records. Seller does not have
     any of its records, systems, controls, data or information recorded,
     stored, maintained, operated or otherwise wholly or partly dependent upon
     or held by any means (including any electronic, mechanical or photographic
     process, whether computerized or not) which (including all means of access
     thereto and therefrom) are not under the exclusive ownership and direct
     control of Seller and, at Closing, Seller will have originals or copies of
     all such records, systems, controls, data or information in its possession
     or control.

(12) Officers and Directors
     ----------------------

     (1)  Attached as Schedule "F" is a complete list of the directors and
                      ------------
          officers of Seller.

     (2)  No employee has made any claim or, to the best of the Seller's
          knowledge, has any basis for any action or proceeding against Seller,
          arising out of any statute, ordinance or regulation relating to
          discrimination in employment or employment practices, harassment,
          occupational health and safety standards or worker's compensation.

     (3)  Seller has not made any agreements with any labour union or employee
          association in connection with Seller's Business nor made any
          commitments to or conducted any negotiations with any labour union or
          employee association with respect to any future agreements relating to
          Seller's Business.

     (4)  No trade union, council of trade unions, employee bargaining agency or
          affiliated bargaining agent holds bargaining rights with respect to
          any of Seller's employees by way of certification, interim
          certification, voluntary recognition, designation or successor rights.

(13) No Other Business
     -----------------

     Seller does not operate or engage in any business activities, operations or
     management of any nature or kind whatsoever other than Seller's Business.

(14) Affiliates
     ----------
<PAGE>

                                      -20-

     With the exception of the Seller's Subsidiary, Seller has no Affiliates or
     agreements of any nature to acquire any subsidiary or to acquire or lease
     any other business activities or operations. Seller will not prior to the
     Closing Date acquire, or agree to acquire, any subsidiary or business
     without the prior written consent of Purchaser.

(15) Liabilities
     -----------

     Except as reflected in Seller's Financial Statements, there will be at the
     Closing Date no material liabilities of Seller of any kind whatsoever,
     whether or not accrued and whether or not determined or determinable, in
     respect of which Seller may become liable on or after the transaction
     contemplated by this Agreement.

(16) Bonds, Debentures, Guarantees
     -----------------------------

     (1)  Except as expressly referred to in Seller's Financial Statements,
          Seller does not have outstanding any bonds, debentures, mortgages,
          notes or other similar indebtedness or liabilities whatsoever and
          Seller is not bound under any agreement to create, issue or incur any
          bonds, debentures, mortgages, notes or other similar indebtedness or
          liabilities whatsoever.

     (2)  Except as set out in Seller's Financial Statements, Seller is not a
          party to or bound by any agreement of guarantee, indemnification,
          assumption or endorsement or any other like commitment of the
          obligations, liabilities (contingent or otherwise) or indebtedness of
          any other person.

(17) Non-Arm's Length Payments
     -------------------------

     No payments have been made or authorized by Seller to its officers,
     directors, employees, shareholders or former directors, officers, employees
     or shareholders or to any person not dealing at Arm's Length with any of
     the foregoing, except those expressly disclosed herein, reflected in
     Seller's Financial Statements or made in the ordinary course of business
     and at the regular rates payable to them of salary, pension, bonuses or
     other remuneration of any nature.
<PAGE>

                                      -21-


(18) Tax Matters
     -----------

     (1)  Each of Seller and Seller's Subsidiary has filed all tax returns
          required to be filed by it prior to the date hereof in all applicable
          jurisdictions and has paid, collected and remitted all taxes, customs
          duties, tax instalments, levies, assessments, reassessments,
          penalties, interest and fines due and payable, collectible or
          remittable by it at present. All such tax returns properly reflect,
          and do not in any respect understate, the income, taxable income or
          the liability for taxes of Seller or Seller's Subsidiary in the
          relevant period and the liability of each such party for the
          collection, payment and remittance of tax under applicable Tax Laws
          and Sales Tax Laws.

     (2)  Adequate provision has been made in Seller's Financial Statements for
          all taxes, governmental charges and assessments, including interest
          and penalties thereon, payable by Seller for all periods up to the
          date of the balance sheets comprising part of Seller's Financial
          Statements.

     (3)  After the Closing Date, no payments will be required to be made by
          Seller or Seller's Subsidiary pursuant to any tax indemnity,
          allocation or sharing agreement for any period up to and including May
          25, 2000 and all such agreements will be terminated with respect to
          Seller as of the Closing Date.

     (4)  Each of Seller and Seller's Subsidiary has withheld and remitted all
          amounts required to be withheld and remitted by it in respect of any
          taxes, governmental charges or assessments in respect of any period up
          to and including May 25, 2000 .

     (5)  There are no actions, suits or other proceedings, investigations or
          claims in progress or pending and, to the best of Seller's belief and
          knowledge, there are no actions, suits or other proceedings or
          investigations or claims threatened, against Seller or Seller's
          Subsidiary in respect of any taxes, governmental charges or
          assessments. No waivers have been filed by Seller or Seller's
          Subsidiary with any taxing authority.

(19) Compliance with Legislation
     ---------------------------

     Each of Seller and Seller's Subsidiary is conducting, has always conducted
     and shall continue to conduct until the Closing Date, Seller's Business in
     compliance with all applicable laws, rules and regulations of each
     jurisdiction in which Seller's Business is carried on, is not currently in
     breach of any such laws, rules or regulations and is duly licensed,
     registered or qualified, in each jurisdiction in which Seller or Seller's
     Subsidiary owns or leases property or
<PAGE>

                                      -22-

     carries on Seller's Business, to enable Seller's Business to be carried on
     as now conducted and its property and assets to be owned, leased and
     operated, and all such licences, registrations and qualifications are valid
     and subsisting and in good standing and none of the same contains any
     burdensome term, provision, condition or limitation which has or may have
     an adverse effect on the operation of Seller's Business.

(20) Consents
     --------

     Other than approvals which may be required from any Regulatory Body, no
     consent, licence, approval, order or authorization of, or registration,
     filing or declaration with any governmental authority that has not been
     obtained or made by Seller or Seller's Subsidiary and no consent of any
     Third Party is required to be obtained by Seller or Seller's subsidiary in
     connection with the execution, delivery and performance by Seller of this
     Agreement or the consummation of the transactions contemplated hereby. The
     transfer of the Seller Shares to the Purchaser will not result in the loss
     of any regulatory consent, licence, approval, order, authorization or
     registration materially benefitting Seller or Seller's Subsidiary.

(21) Absence of Proceedings
     ----------------------

     There is no action, lawsuit, claim, proceeding, or investigation pending
     or, to the best knowledge of Seller, threatened against, relating to or
     affecting Seller or Seller's Subsidiary before any court, government
     agency, or any arbitrator of any kind. Seller is not aware of any existing
     ground on which any such proceeding might be commenced with any reasonable
     likelihood of success; and there is not presently outstanding against
     Seller or Seller's Subsidiary any judgment, decree, injunction, rule or
     order of any court, governmental agency, or arbitrator relating to or
     affecting Seller in connection with Seller's Business.

(22) Change in Contracts
     -------------------

     There is not now outstanding any arrangement (contractual or otherwise)
     between Seller and any Person which will or may be, terminated or, to the
     best of the knowledge of Seller, prejudicially affected as a result of the
     issuance of the Exchange Shares.

(23) Existence and Standing of Agreements
     ------------------------------------

     Save and except for Seller's Contracts, Seller is not a party to or bound
     by any material contract or commitment, whether oral or written.
<PAGE>

                                      -23-

(24) Leases
     ------

     Seller is not a party to any lease or agreement in the nature of a lease,
     whether as lessor or lessee.

(25) Insurance
     ---------

     Seller does not currently own any material insurable assets and does not
     currently maintain any policies of insurance.

(26) Employment Contracts, etc,
     -------------------------

     Except for Seller's Employment Contracts, there are no outstanding written
     or oral employment contracts, sales, services, management or consulting
     agreements, employee benefit or profit-sharing plans, or any bonus
     arrangements with any employee of Seller or of Seller's Subsidiary, nor are
     there any outstanding oral contracts of employment which are not terminable
     on the giving of reasonable notice in accordance with applicable law. The
     provisions of Seller's Employment Contracts are consistent with applicable
     industry standards respecting wage rates, benefits and working rules.
     Except for Seller's Employment Contracts, there are no pension or
     retirement plans established by or for Seller, Seller's Subsidiary, or for
     the employees of Seller's Business.

(27) United States tax treatment of Re-organization
     ----------------------------------------------

     The issuance of the Seller Shares to the Seller's Shareholders by the
     Seller in conjunction with the re-organization of the Seller's Subsidiary
     and the subsequent transfer of the Seller Shares to the Purchaser under the
     terms of this Agreement does not give rise in any manner to any claim by
     the United States Internal Revenue Service for any claim against the Seller
     Shares or any tracing of proceeds in respect thereof.

(28) Disclosure
     ----------

     No representation or warranty made by Seller on its own behalf or in
     respect of Seller's Subsidiary in this Agreement, and no statement made in
     any schedule, exhibit, certificate or other document furnished pursuant to
     this Agreement, contains, or will contain, any untrue statement of a
     Material Fact or omits, or will omit, to state any Material Fact necessary
     to make such representation or warranty or any such statement not
     misleading. Seller does not know of any fact which, if known to Purchaser,
     would deter it from consummating the transactions contemplated herein.
<PAGE>

                                      -24-

1.12 Non-Waiver.

     (1)  No investigations made by or on behalf of Seller or Seller's
          Shareholders at any time shall have the effect of waiving, diminishing
          the scope of or otherwise affecting any representation, warranty or
          covenant made by Purchaser herein or pursuant hereto. No waiver by
          Seller or Seller's Shareholders of any condition, in whole or in part,
          shall operate as a waiver of any other condition.

     (2)  No investigations made by or on behalf of Purchaser at any time shall
          have the effect of waiving, diminishing the scope of or otherwise
          affecting any representation, warranty or covenant made by Seller or
          Seller's Shareholders herein or pursuant hereto. No waiver by
          Purchaser of any condition, in whole or in part, shall operate as a
          waiver of any other condition.

1.13 Survival of Representations, Warranties and Covenants.  The
representations, warranties and covenants of the parties contained in this
Agreement and in any document or certificate given pursuant hereto shall survive
the Closing Date, the execution and delivery hereunder of any share certificate
or other document of title to any of the Exchange Shares, Seller Shares,
provided that such representations and warranties shall only survive for a
period of twenty-four (24) months from the Closing Date.  After which time, if
prior to the expiry of the applicable warranty period, no claim shall have been
made hereunder by a party with respect to any incorrectness in or breach of any
such representation or warranty made herein by the other party, then such other
party or parties, as applicable, shall have no further liability hereunder with
respect to such representation or warranty.

                                   ARTICLE V
                       OTHER COVENANTS PRIOR TO CLOSING
                       --------------------------------

1.14 Conduct of Seller's Business Prior to Closing. Seller agrees that during
the Interim Period, Seller's Business will be conducted in the ordinary course,
there will be no adverse change in the prospects, financial condition or
properties of Seller, and the only changes in the prospects, financial condition
or properties of Seller will be those arising from the normal and regular
conduct of Seller's Business. No material loss, damage or destruction of any of
the assets of Seller which is not covered by insurance will have occurred.
Seller will not, without the prior written consent of Purchaser, enter into any
transaction which, if effected before the date of this Agreement, would
constitute a breach of the representations, warranties or agreements of Seller
or Seller's Shareholders contained in this Agreement.

1.15 Access for Investigation.  Subject to Section 8.1 hereof, throughout the
Interim Period, Seller shall, upon reasonable request, give Purchaser, their
solicitors, employees, accountants and other representatives, full access during
business hours to all of the properties, premises, books, contracts,
commitments, leases and other records of Seller for the purpose of investigating
the business and affairs of Seller.  Purchaser agrees that, unless and until the
transactions contemplated hereby have been consummated, it will hold in strict
confidence, and not use, any information so obtained and, if the transactions
contemplated
<PAGE>

                                      -25-

hereunder are not completed on the Closing Date, it will forthwith return to
Seller all written information and documents in their possession obtained from
Seller.

1.16 Required Consents.

     (1)  Purchaser will give its consent (and provide such other reasonable
          assurances as may be required) and Purchaser shall use its best
          efforts to obtain (including the provision of such reasonable
          assurances as may be required), consents of all other Persons to the
          transactions contemplated by this Agreement, as may be required
          pursuant to any statute, law or ordinance or by any governmental or
          other regulatory authority having jurisdiction, including, where
          applicable, without limitation, any Regulatory Body. Seller and
          Seller's Shareholders will cooperate in obtaining such consents to the
          extent reasonably necessary, but without material financial
          obligation.

     (2)  Seller and Seller's Shareholders will give their consent (and provide
          such reasonable assurances as may be required) and Seller and Seller's
          Shareholders shall use their best efforts to obtain (including the
          provision of such reasonable assurances as may be required), consents
          of all other Persons to the transactions contemplated by this
          Agreement, as may be required pursuant to any statute, law or
          ordinance or by any governmental or other regulatory authority having
          jurisdiction, including, where applicable, without limitation, any
          Regulatory Body. Purchaser will cooperate in obtaining such consents
          to the extent reasonably necessary, but without material financial
          obligation.

     (3)  Upon Purchaser receiving notification or other information from any
          Regulatory Body or other applicable regulatory body concerning the
          transactions contemplated hereunder, such information shall be
          promptly disclosed in writing to the solicitors for Seller.

1.17 Obtaining Approvals.

     (1)  Purchaser, in consultation with Seller, Seller's Shareholders and
          their counsel, agrees to forthwith use its best efforts to obtain all
          necessary regulatory approvals required by any Regulatory Body,
          including approval for the qualification for quoting of all reserved,
          issued and outstanding common shares of Purchaser, including the
          Exchange Shares, and the qualification for quoting of the shares to be
          issued upon exercise of the Purchase Options on The Canadian Dealing
          Network Inc., if any, and shall assist in making all submissions,
          prepare all press releases and circulars and make all notifications
          required with respect to this transaction and the issuance of shares
          as contemplated hereunder as soon as practicable.
<PAGE>

                                      -26-

     (2)  Purchaser agrees that it shall take all steps necessary to make proper
          disclosure within such time as required by any Regulatory Body, and
          any other applicable statutes and laws concerning this Agreement and
          the transactions contemplated herein.

1.18 Disclosure by Seller.  Seller agrees to provide, in a reasonably prompt
manner, all required financial and other information, including Seller's
Financial Statements, together with any other information reasonably required by
Purchaser, sufficient for Purchaser to provide appropriate disclosure concerning
Seller to provide appropriate disclosure to any Regulatory Body.

1.19 Access for Investigation.  Subject to Section 8.1 hereof, throughout the
Interim Period, Purchaser shall, upon reasonable request, give Seller, their
solicitors, employees, accountants and other representatives, full access during
business hours to all of the properties, premises, books, contracts,
commitments, leases and other records of Purchaser for the purpose of
investigating the business and affairs of Purchaser.  Seller agrees that, unless
and until the transactions contemplated hereby have been consummated, each of
them will hold in strict confidence, and not use, any information so obtained
and, if the transactions contemplated hereunder are not completed on the Closing
Date, they will forthwith return to Purchaser all written information and
documents in their possession obtained from Purchaser.

                                  ARTICLE VI
                        CONDITIONS PRECEDENT TO CLOSING
                        -------------------------------

1.20  Conditions Precedent to Seller's and Seller's Shareholders' Obligations.
The obligations of Seller and Seller's Shareholders to complete the transactions
contemplated hereunder shall be subject to the satisfaction of, or compliance
with, at or before the Closing Date, each of the following conditions precedent
(each of which is hereby acknowledged to be for the exclusive benefit of Seller
and Seller's Shareholders, and may be waived by all, but not less than all of
them, in writing, in whole or in part on or before the Closing Date):

     (1)  Delivery of Purchaser's Documents
          ---------------------------------

          Seller shall on or before the Closing Date have received Purchaser's
          Documents, together with all other documents and instruments from
          Purchaser as Seller may reasonably request for the purpose of
          effecting the Exchange in accordance with the terms of this Agreement.
<PAGE>

                                      -27-

     (2)  Truth and Accuracy of Representations at Closing Date
          -----------------------------------------------------

          All of the representations and warranties of Purchaser made in or
          pursuant to this Agreement, shall be true and correct in all material
          respects as at the Closing Date and with the same effect as if made at
          and as of the Closing Date.  Seller and Seller's Shareholders shall
          have received certificates dated the Closing Date in form satisfactory
          to Seller, Seller's Shareholders and their solicitors, acting
          reasonably, signed by a senior officer or director of Purchaser on
          behalf of Purchaser, certifying the truth and correctness in all
          material respects of the representations and warranties of Purchaser
          set out in this Agreement.

     (3)  Performance Covenants
          ---------------------

          Purchaser will have performed and complied with all terms, covenants
          and conditions required by this Agreement to be performed or complied
          with by it on or before the Closing Date.

     (4)  No Material Adverse Change
          --------------------------

          At the Closing Date, there shall have been no material adverse change
          in the condition (financial or otherwise), properties, assets,
          liabilities, earnings, or business operations or prospects of
          Purchaser from that shown on or reflected in Purchaser's Financial
          Statements.

     (5)  Opinion of Purchaser's Solicitors
          ---------------------------------

          Purchaser shall deliver to Seller and Seller's Shareholders at the
          Closing a favourable opinion of their respective solicitors in form
          satisfactory to the solicitors for Seller and Seller's Shareholders,
          acting reasonably, that:

          (1)  they have acted as counsel to Purchaser in connection with this
               transaction;

          (2)  Purchaser is a corporation incorporated and validly subsisting
               under the laws of the Province of Ontario;

          (3)  all necessary corporate actions and proceedings have been taken
               by Purchaser to permit the due and valid issuance by Purchaser of
               the Exchange Shares to Seller's Shareholders at the Closing Date
               and upon the completion of the transactions contemplated
               hereunder, such shares will be issued and outstanding as fully
               paid and non-assessable;
<PAGE>

                                      -28-

          (4)  the consummation of the transactions contemplated by this
               Agreement will not result in a breach of any term or provision of
               or constitute a default under the constating documents, by-laws
               or resolutions of Purchaser nor to the best of the knowledge of
               such counsel, any indenture, agreement, instrument, licence,
               permit or understanding to which Purchaser is a party or by which
               they are bound, nor, to the best of the knowledge of such
               counsel, will the consummation of such transactions accelerate
               any commitment or obligation of Purchaser or result in the
               creation of any lien or encumbrance upon any of the assets or
               property of Purchaser;

          (5)  the execution and delivery of this Agreement by Purchaser has not
               breached and the consummation of the transactions contemplated by
               this Agreement will not cause Purchaser to be in breach of laws
               of the Province of Ontario and of Canada applicable therein;

          (6)  Purchaser has outstanding no options, convertible securities,
               warrants or other convertible obligations, agreements or other
               commitments to allot, reserve, set aside, create, issue or sell
               any securities or any of its unissued share capital, other than
               the Purchaser Options;

          (7)  Purchaser has the full power and authority to enter into and
               perform its obligations under this Agreement, and all corporate
               action necessary to authorize the performance by Purchaser of its
               obligations under this Agreement, has been duly taken, and the
               Agreement is a legal, valid and binding obligation of Purchaser
               enforceable against it in accordance with its terms, subject to
               usual qualifications respecting equitable remedies and creditors'
               rights;

          (8)  the authorized capital of Purchaser consists of an unlimited
               number of common shares and an unlimited number of special
               shares, of which immediately prior to the issuance of the
               Exchange Shares approximately [6,944,576] common shares
               [3,930,000 warrants] and no special shares have been duly issued
               and are outstanding as fully paid and non-assessable shares of
               Purchaser;

          (9)  the Exchange Shares have been duly issued under section 72(l)(j)
               of the Securities Act (Ontario) and the Exchange Shares are
               validly issued as fully paid and non-assessable shares in the
               capital stock of Purchaser in accordance with the Business
               Corporations Act (Ontario);

          (10) Purchaser is a reporting issuer not in default of any of the
               requirements of the Securities Act (Ontario) as at the Closing
               Date; and
<PAGE>

                                      -29-

          (11) such other matters as counsel for Seller or Seller's Shareholders
               may consider advisable, acting reasonably.

          In rendering such opinion, such counsel may, to the extent that they
          do not have knowledge of any facts to the contrary, rely with respect
          to subclause (ix) above upon a certified list of the shareholders of
          Purchaser prepared by Purchaser's transfer agent, Equity Transfer
          Services Inc. and upon statutory declarations and certificates of an
          officer of Purchaser as may be reasonable in the circumstances.

     (6)  Compliance with Regulatory Requirements & Registrations
          -------------------------------------------------------

          All consents, approvals, orders and authorizations of any Persons or
          governmental authorities in Canada or elsewhere (or registrations,
          declarations, filings or records with any such authorities),
          including, without limitation, all such registrations, recordings and
          filings with such securities regulatory and other public authorities
          as may be required to be obtained by Purchaser in connection with the
          execution of this Agreement, the Closing or the performance of any of
          the terms and conditions hereof, including, without limitation, the
          completion of the Asset Sale Transaction, shall have been obtained on
          or before the Closing Date.

     (7)  Tax Returns
          -----------

          Purchaser agrees to file, duly and timely, all tax returns required to
          be filed by it and to pay promptly all taxes, assessments and
          governmental charges which are claimed by any governmental authority
          to be due and owing.  Purchaser also agrees not to enter into any
          agreement, waiver or other arrangement providing for an extension of
          time with respect to the filing of any tax return or the payment or
          assessment of any tax, governmental charge or deficiency.

     (8)  Dividends
          ---------

          Purchaser agrees that it shall neither declare nor pay any dividends
          or other distributions or returns of capital on the issued shares of
          Purchaser from the date of this Agreement until the Closing Date
          without the prior consent of Seller.

     (9)  Due Diligence Investigation
          ---------------------------

          Seller shall have conducted and completed a due diligence
          investigation with respect to Purchaser, and any other matter relating
          to any aspect of the transactions contemplated hereunder, including
          the ability of either party
<PAGE>

                                      -30-

          hereto to receive all requisite approvals in respect of the
          transactions contemplated hereunder, and, in its sole and absolute
          discretion, shall have been satisfied in all respects with the results
          of such due diligence investigation;

1.21 Conditions Precedent to Purchaser's Obligations.  The obligation of
Purchaser to complete the transactions contemplated hereunder shall be subject
to the satisfaction of or compliance with, at or before the Closing Date, each
of the following conditions precedent (each of which is hereby acknowledged to
be for the exclusive benefit of Purchaser and may be waived by it in writing,
whole or in part, on or before the Closing Date:

     (1)  Delivery of Seller's Documents
          ------------------------------

          Purchaser shall on or before the Closing Date have received Seller's
          Documents together with all other documents and instruments from
          Seller and Seller's Shareholders as Purchaser may reasonably request
          for the purpose of effecting the Exchange in accordance with the terms
          of this Agreement.

     (2)  Truth and Accuracy of Representations at Closing Date
          -----------------------------------------------------

          The representations and warranties of Seller made in or pursuant to
          this Agreement, shall be true and correct in all material respects as
          at the Closing Date and with the same effect as if made at and as of
          the Closing Date (except as such representations and warranties may be
          affected by the occurrence of events or transactions expressly
          contemplated and permitted hereby that are not materially adverse and
          arise in the ordinary course of business).  Purchaser shall have
          received a certificate dated the Closing Date in form satisfactory to
          Purchaser's solicitors, acting reasonably, signed under seal by the
          President of Seller certifying the truth and correctness in all
          material respects of the representations and warranties of Seller set
          out in this Agreement.

     (3)  Performance of Covenants
          ------------------------

          Seller and Seller's Shareholders shall have performed and complied
          with all agreements and conditions required by this Agreement to be
          performed and complied with by them prior to or on the Closing Date.

     (4)  Investorlinks.com Option
          ------------------------

          The Seller's Subsidiary shall have duly exercised the
          Investorlinks.com Option to hold [50%] of the issued and outstanding
          shares of Investorlinks.com LLC on or before the Closing Date.
<PAGE>

                                      -31-

     (5)  No Material Adverse Change
          --------------------------

          At the Closing Date, there shall have been no material adverse change
          in the condition (financial or otherwise), properties, assets,
          liabilities, earnings, or business operations or prospects of Seller
          from that shown on or reflected in Seller's Financial Statements.

     (6)  Opinion of Seller's and Seller's Shareholders Solicitors
          --------------------------------------------------------

          Seller and Seller's Shareholders shall deliver to Purchaser at the
          Closing a favourable opinion of their solicitors (and in the case of
          Seller's Subsidiary, from Nevada counsel) in form satisfactory to
          Purchaser's solicitors that:

          (1)  they have acted as counsel to Seller and Seller's Shareholders in
               connection with this transaction;

          (2)  Seller and Seller's Subsidiary are each corporations incorporated
               and validly subsisting under the laws of Ontario and Nevada,
               respectively;

          (3)  Seller has the corporate power and authority to carry on its
               business as now being conducted and is duly qualified as a
               corporation to do business and is in good standing under the laws
               of each jurisdiction in which the nature of the business
               conducted by it makes such qualification necessary;

          (4)  all necessary corporate action and proceedings have been taken by
               Seller to permit the due and valid transfer to Purchaser of all
               outstanding Seller Shares in exchange for the Exchange Shares at
               the Closing Date;

          (5)  the consummation of the transactions contemplated by this
               Agreement will not result in a breach of any term or provision of
               or constitute a default under the constating documents, by-laws
               or resolutions of Seller, nor to the best of the knowledge of
               such counsel, any indenture, agreement, instrument, licence,
               permit or understanding to which Seller is a party or by which it
               is bound, nor, to the best of the knowledge of such counsel, will
               the consummation of such transactions accelerate any commitment
               or obligation of Seller result in the creation of any lien or
               encumbrance upon any of the assets or property of Seller;

          (6)  the execution and delivery of this Agreement by Seller has not
               breached and the consummation of the transactions contemplated by
               this Agreement will not be in breach of any federal, provincial
               or other laws of any jurisdiction in which Seller carries on
               business;
<PAGE>

                                      -32-

          (7)  to the best knowledge of such counsel, Seller has outstanding no
               options, convertible securities, warrants or other convertible
               obligations, or other agreements to allot, reserve, set aside,
               create, issue or sell any securities or any of its unissued share
               capital;

          (8)  Seller is not, to the best knowledge of such counsel, engaged in
               or threatened with, any legal action or other proceedings, and
               has not been charged with, or to the best knowledge of such
               counsel, incurred, any violation of any federal, provincial or
               local law or administrative regulation, which could materially
               adversely affect or impair its financial position, business,
               operations, prospectus, properties or assets;

          (9)  Seller and Seller's Shareholders each have the full power and
               authority to enter into and perform their respective obligations
               under this Agreement, and all action necessary to authorize the
               performance by Seller and Seller's Shareholders hereunder have
               been duly taken and the Agreement is a legal, valid and binding
               obligation of Seller and Seller's Shareholders enforceable
               against each of them in accordance with their terms, subject to
               usual qualifications respecting equitable remedies and creditors'
               rights;

          (10) the authorized capital of Seller consists of an unlimited number
               of common shares, of which 6,800 are issued and outstanding as at
               the Closing Date;

          (11) the authorized capital of Seller's Subsidiary consists of an
               unlimited number of [common shares], of which [*] are issued and
               outstanding as at the Closing Date;

          (12) the Investorlinks.com Option has been exercised and Seller's
               Subsidiary holds [50%] of the issued and outstanding shares of
               Investorlinks.com LLC; and

          (13) such other matters as counsel for Purchaser may consider
               advisable, acting reasonably.

          In rendering such opinion, such counsel may, to the extent that they
          do not have knowledge of any facts to the contrary, rely upon
          statutory declarations and certificates of an officer of Seller,
          Seller's Shareholders or public official as such counsel deems
          necessary.
<PAGE>

                                      -33-

     (7)  Compliance with Regulatory Requirements & Registrations
          -------------------------------------------------------

          All consents, approvals, orders and authorizations of any Persons or
          governmental authorities in Canada or elsewhere (or registrations,
          declarations, filings or records with any such authorities),
          including, without limitation, all such registrations, recordings and
          filings with such securities regulatory and other public authorities
          as may be required to be obtained by Seller in connection with the
          execution of this Agreement, the Closing or the performance of any of
          the terms and conditions hereof, shall have been obtained on or before
          the Closing Date.

     (8)  Tax Returns
          -----------

          Seller agrees to file, duly and timely all tax returns required to be
          filed by it and to pay promptly all taxes, assessments and
          governmental charges which are claimed by any governmental authority
          to be due and owing.  Seller also agrees not to enter into any
          agreement, waiver or other arrangement providing for an extension of
          time with respect to the filing of any tax return or the payment or
          assessment of any tax, governmental charge or deficiency.

     (9)  Dividends
          ---------

          Seller agrees that it shall neither declare nor pay any dividends or
          other distributions or returns of capital on the issued shares of
          Seller from the date of this Agreement until the Closing Date.

     (10) Due Diligence Investigation by Purchaser
          ----------------------------------------

          Purchaser shall have conducted and completed a due diligence
          investigation with respect to Seller's Business and, in its sole and
          absolute discretion, shall have been satisfied in all respects with
          the results of such due diligence investigation.

1.22 Delivery of Closing Documentation.

     (1)  On or before the Closing Date,

          (1)  Purchaser shall deliver, or cause to be delivered to Seller the
               following documents ("Purchaser's Documents"):

               (1)  duly issued share certificates representing the Exchange
                    Shares;

               (2)  certified copies of extracts from directors' resolutions or
                    minutes of meetings, and written evidence of such other
<PAGE>

                                      -34-

                    approvals or consents to the issuance of the Exchange Shares
                    as are required under the articles and by-laws of Purchaser,
                    and, applicable laws, to carry out the transactions
                    contemplated by this Agreement;

               (3)  a favourable opinion from Purchaser's solicitors as
                    requested hereunder in form satisfactory to the solicitors
                    for Seller and Seller's Shareholders, acting reasonably;

               (4)  satisfactory evidence of Regulatory Body and any other
                    approvals required hereunder; and

               (5)  such other certificates, agreements or other documents as
                    may reasonably be required by Seller or Seller's
                    Shareholders or their solicitors, acting reasonably, to give
                    full effect to this Agreement.

          (2)  Seller and, as applicable, Seller's Shareholders, shall deliver
               or cause to be delivered to Purchaser the following documents
               ("Seller's Documents"):

               (1)  duly issued share certificates representing the Seller
                    Shares, duly endorsed for transfer to Purchaser;

               (2)  certified copies of extracts from directors' and
                    shareholders' resolutions, and written evidence of such
                    other approvals or consents as are required under the
                    constating documents of Seller to validly conclude the
                    transactions contemplated hereunder;

               (3)  documents evidencing the due exercise of the
                    Investorlinks.com Option by the Seller's Subsidiary;

               (4)  a favourable opinion from the solicitors for Seller as
                    required in a form which is satisfactory to Purchaser's
                    solicitors, acting reasonably; and

               (5)  such other certificates, agreements or other documents as
                    may reasonably be required by Purchaser or its solicitors,
                    acting reasonably, to give full effect to this Agreement.


                                  ARTICLE VII
                                OTHER COVENANTS
                                ---------------
<PAGE>

                                      -35-

1.23 Support of Transactions.  Purchaser agrees to use its best efforts to
obtain support of its officers and directors in favour of all transactions
contemplated by this Agreement.

                                 ARTICLE VIII
                                    GENERAL
                                    -------

1.24  Confidentiality & Public Notices.  Except where compliance with this
Section 8.1 would result in a breach of applicable law, notices, releases,
statements and communications to Third Parties, including employees of the
parties and the press, relating to transactions contemplated by this Agreement
will be made only in such manner as shall be authorized and approved by Seller,
who when required shall use its best efforts to provide such authorization and
approval to Purchaser in a timely manner as shall permit compliance by Purchaser
with all continuous disclosure to any Regulatory Body or obligations under any
applicable securities regulations.  Purchaser, Seller and Seller's Shareholders
shall maintain the confidentiality of any information received from each other
in connection with the transactions contemplated by this Agreement.  In the
event that the issuance of the Exchange Shares or Exchange Options provided for
in this Agreement is not consummated, each party shall return any confidential
schedules, documents or other written information to the party who provided same
in connection with this Agreement.  Seller and Seller's Shareholders agree that
they will not, directly or indirectly, make reciprocal use for their own
purposes of any information or confidential data relating to Purchaser or
Purchaser's Business discovered or acquired by them, their representatives or
accountants as a result of Purchaser making available to them, their
representatives and accountants, any information, books, accounts, records or
other data and information relating to Purchaser or Purchaser's Business and
Seller and Seller's Shareholders agree that they will not disclose, divulge or
communicate orally, in writing or otherwise, any such information or
confidential data so discovered or acquired to any other Person.  Purchaser
agrees that it will not, directly or indirectly, make reciprocal use for its own
purposes of any information or confidential data relating to Seller or Seller's
Shareholders discovered or acquired by it, its representatives or accountants as
a result of Seller or Seller's Shareholders making available to it, any
information, books, accounts, records or other data and information relating to
Seller; and Purchaser agrees that it will not disclose, divulge or communicate
orally, in writing or otherwise, any such information or confidential data so
discovered or acquired to any other Person.

1.25 Notices.  All notices or other communications required to be given in
connection with this Agreement shall be given in writing and shall be given by
personal delivery, by registered mail or by transmittal by telecopier or other
form of recorded communication addressed to the recipient as follows:
<PAGE>

                                      -36-

To Purchaser:

          Opus Minerals Inc.
          Suite 745, P.O. Box 369
          1 First Canadian Place
          Toronto, Ontario
          M5X 1E2

          Attention:       Elizabeth J. Kirkwood, President
          Telecopier No.:  (416) 364-0618


          with a copy to:

          WEIR & FOULDS
          Barristers and Solicitors
          Suite 1600, Exchange Tower
          130 King Street West
          Toronto, Ontario
          M5X 1J5

          Attention:      Wayne T. Egan
          Telecopier No.  (416) 365-1876

To Seller:
          IL Data Canada, Inc.
          c/o LaFleur Brown
          Barristers and Solicitors
          National Bank Building
          150 York Street
          14th Floor
          Toronto, ON M5H 3S5


          Attention:  ***
          Telecopier No.:***

          with a copy to:

          DuMoulin & Boskovich
          Barristers and Solicitors
          1800-1095 West Pender Street
          Vancouver, B.C.  V6E 2M6

          Attention:    Karen Tamaki, CA
<PAGE>

                                      -37-

          Telecopier No.:  (604) 932-5278



To Shareholders:
          Shareholders
          c/o [address]

          Attention:  Romaine Gilliland
          Telecopier No.:  ***

          with a copy to:

          DuMoulin & Boskovich
          Barristers and Solicitors
          1800-1095 West Pender Street
          Vancouver, B.C.  V6E 2M6

          Attention:    Karen Tamaki, CA
          Telecopier No.:  (604) 932-5278

     or to such other address, telecopier number or individual as may be
     designated by notice given by either party to the other. Any such
     communication given by personal delivery shall be conclusively deemed to
     have been given on the day of actual delivery thereof and, if given by
     registered mail, on the fifth Business Day following the deposit thereof in
     the mail and, if given by telecopier or other form of recorded
     communication, shall be deemed given and received on the date of such
     transmission if received during the normal business hours of the recipient
     and on the next Business Day if it is received after the end of such normal
     business hours on the date of its transmission. If the party giving any
     such communication knows or ought reasonably to know of any difficulties
     with the postal system which might affect the delivery of mail, any such
     communication shall not be mailed but shall be given by personal delivery
     or by telecopier transmittal.

     1.26 Expenses.  All costs and expenses (including, without limitation, the
     fees and disbursements of legal counsel) incurred in connection with this
     Agreement and the transactions contemplated hereby shall be paid by the
     party incurring such expenses.

     1.27 Time of the Essence.  Time shall be of the essence hereof.

     1.28 Further Assurances.  The parties hereto shall with reasonable
     diligence do all such things and provide all such reasonable assurances as
     may be required to consummate the transactions contemplated hereby, and
     each party shall execute and deliver such further documents, instruments,
     papers and information as may be reasonably requested by another party
     hereto in order to carry out the purpose and intent of this Agreement.
<PAGE>

                                      -38-

     1.29 Law and Jurisdiction.  This Agreement shall be governed by and
     construed in accordance with the laws of the Province of Ontario and the
     laws of Canada applicable therein. The parties hereby attorn to the non-
     exclusive jurisdiction of the Courts of Ontario in any dispute that may
     arise hereunder.

     1.30 Counterparts.  For the convenience of the parties, this Agreement may
     be executed in several counterparts, each of which when so executed shall
     be, and be deemed to be, an original instrument and such counterparts
     together shall constitute one and the same instrument (and notwithstanding
     their date of execution shall be deemed to bear date as of the date of this
     Agreement). A signed facsimile or telecopied copy of this Agreement shall
     be effective and valid proof of execution and delivery.

     1.31 Entire Agreement.  This Agreement, including the Schedules attached
     hereto, together with the agreements and other documents to be delivered
     pursuant hereto, constitute the entire agreement between the parties
     pertaining to the subject matter hereof and supersede all prior agreements,
     understandings, negotiations and discussions, whether oral or written, of
     the parties and there are no warranties, representations or other
     agreements between the parties in connection with the subject matter hereof
     except as specifically set forth herein and therein. This Agreement may not
     be amended or modified in any respect except by written instrument signed
     by all parties.

     1.32 Severability.  The invalidity or unenforceability of any provision of
     this Agreement or any covenant herein contained shall not affect the
     validity or enforceability of any other provision or covenant hereof or
     herein contained, and this Agreement shall be construed as if such invalid
     or unenforceable provision or covenant were omitted.

     1.33 Enurement.  This Agreement shall be binding upon and shall inure to
     the benefit of and be enforceable by the successors and permitted assigns
     of the parties hereto.

1.34 Waivers.  The parties hereto may, by written agreement:

          (1)  extend the time for the performance of any of the obligations or
               other acts of the parties hereto;

          (2)  waive any inaccuracies in the warranties, representations,
               covenants or other undertakings contained in this Agreement or in
               any document or certificate delivered pursuant to this agreement;
               or

          (3)  waive compliance with or modify any of the warranties,
               representations, covenants or other undertakings or obligations
               contained in this Agreement and waive or modify performance by
               any of the parties thereto.

1.35 Form of Documents.  All documents to be executed and delivered by Purchaser
to Seller or Seller's Shareholders on the Closing Date shall be in form and
substance satisfactory
<PAGE>

                                      -39-

to Seller and Seller's Shareholders, acting reasonably. All documents to be
executed and delivered by Seller and Seller's Shareholders to Purchaser on the
Closing Date shall be in a form and substance satisfactory to Purchaser, acting
reasonably.

1.36 Construction Clause.  This Agreement has been negotiated and approved by
counsel on behalf of all parties hereto and, notwithstanding any rule or maxim
of construction to the contrary, any ambiguity or uncertainty will not be
construed against any party hereto by reason of the authorship of any of the
provisions hereof.
<PAGE>

                                      -40-

1.37 Termination of the Letter of Intent.  Purchaser and Seller each agree that
effective as of the Effective Date, the Letter of Intent shall be terminated and
of no further force or effect.  Purchaser and Seller acknowledge and agree as of
the Effective Date to waive without recourse any rights or claims which they may
have or to which they may become entitled under the terms of the Letter of
Intent.

          IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the Closing Date.

SIGNED, SEALED & DELIVERED         )
in the presence of                 )         OPUS MINERALS INC.
                                   )
                                   )         Per:_______________________________
                                   )             Name:  Elizabeth J. Kirkwood
                                   )             Title: President
                                   )
                                   )
                                   )         IL DATA CANADA, INC.
                                   )
                                   )         Per:_______________________________
                                   )             Name:
                                   )             Title:
                                   )
                                   )
                                   )
______________________________     )         ___________________________________
Witness                            )         Christos Livadas
                                   )
                                   )
                                   )
______________________________     )         ___________________________________
Witness                            )         George Stubos
                                   )
                                   )         Sierra Holdings Limited
                                   )
                                   )         Per:_______________________________
                                   )             Name:
                                   )             Title:

<PAGE>

                                      -41-

                                )
                                )    Iguana Investments Limited
                                )
                                )    Per:_________________________________
                                )        Name:
                                )        Title:
                                )
                                )    Laiy Limited
                                )
                                )    Per:_________________________________
                                )        Name:
                                )        Title:
                                )
                                )    Aberdeen Holdings
                                )
                                )    Per:_________________________________
                                )        Name:
                                )        Title:
                                )
                                )    Clyde Resources
                                )
                                )    Per:_________________________________
                                )        Name:
                                )        Title:
<PAGE>

                                      -42-

                                 SCHEDULE "A"
                                 ------------

           This is Schedule "A" to the Securities Exchange Agreement

                             SELLERS' SHAREHOLDERS


Name                          Number of Shares
----                          ----------------

Sierra Holdings Limited                      3890 shares
27 Reid Street, 1st Floor
PO Box HM
3051, Hamilton HM NX

Christos Livadas                             500 shares
PMB 183, 15 Paradise Plaza
Sarasota FLA 34239

George Stubos                                500 shares
#303 - 2638 Ash Street
Vancouver BC V5Z 4K4

Iguana Investments Limited                   477.50 shares
Buckingham Sq, Penthouse
Seven Mile Beach
West Bay Road, Grand Cayman
Cayman Islands, BWI

Laiy Limited                                 477.50 shares
43 Elizabeth Avenue
Nassau, Bahamas

Aberdeen Holdings                            477.50 shares
60 Market Square
Belize City, Belize

Clyde Resources                              477.50 shares
Mareva House, 4 George Street
Nassau, Bahamas
<PAGE>

                                 SCHEDULE "B"
                                 ------------


                               PURCHASER OPTIONS

-------------------------------------------------------------------------------
Number of Shares                                   Option Price   Expiry
-------------------------------------------------------------------------------
3,000,000 Warrants                                 $ 0.35         *
-------------------------------------------------------------------------------
Compensation Option to Taurus Capital:  300,000    $ 0.25
                                        300,000    $ 0.25         *
                                                                  *
-------------------------------------------------------------------------------
IRG Options:                            300,000    $ 0.90         *
-------------------------------------------------------------------------------
Kirkwood Management Options:             30,000    $ 0.30         *
-------------------------------------------------------------------------------
DeBeers Consolidated:                    40,000    $15.00         June 30, 2000
-------------------------------------------------------------------------------
<PAGE>

                                      -3-

                                 SCHEDULE "C"
                                 ------------



                         PURCHASER'S STOCK OPTION PLAN
<PAGE>

                                 SCHEDULE "D"
                                 ------------



                              SELLER'S CONTRACTS
<PAGE>

                                      -5-

                                 SCHEDULE "E"
                                 ------------



                            OFFICERS AND DIRECTORS
                                      OF
                              OPUS MINERALS INC.


          Name                               Position(s)
          ----                               -----------

          Elizabeth J. Kirkwood              President and Director
          Ian S. Davey                       Secretary-Treasurer and Director
          William Jarvis                     Director
          James Cassina                      Director
<PAGE>

                                      -6-

                                 SCHEDULE "F"
                                 ------------



                            OFFICERS AND DIRECTORS
                                      OF
                           IL DATA CORPORATION, INC.


Name                                 Position(s)
----                                 -----------


Frank Kollar                         President
2350 Saddle Hollow Road
Crozet, VA 22932

George Stubos                        Secretary and Director
#303 - 2638 Ash Street
Vancouver BC
V5Z 4K4

Romaine Gilliland                    Treasurer and Director
13985 Dyke Road, Stanardsville
VA 22973

Suzanne Wood                         Director
Suite 210, 580 Hornby Street
Vancouver, BC  V6C 3B6