EXHIBIT 4.3


                              ARRANGEMENT AGREEMENT



THIS AGREEMENT dated the 28th day of March, 2003.


BETWEEN:

          VERB EXCHANGE INC., a corporation incorporated under the laws of
          Canada

          ("Verb")

AND:

          MILLENNIUM VENTURES LTD., a corporation incorporated under the laws of
          British Columbia

          ("Millennium")

AND:

          LATTICE CAPITAL CORPORATION, a corporation incorporated under the laws
          of British Columbia

          ("Lattice")

WHEREAS:

A.    Verb wishes to acquire all of the issued and outstanding securities of
      Millennium and Lattice (collectively, the "CPC's") in order to acquire the
      net cash held by the CPC's, by issuing common shares of Verb in exchange
      therefor;

B.    The CPC's wish to effect same by proposing to the holders of their
      respective securities a plan of arrangement under the provisions of
      section 252 of the Company Act (British Columbia) on the terms and
      conditions set forth herein;

C.   Verb is a party to this agreement, and the proposed arrangement and plan of
     arrangement, but is not itself conducting an arrangement for purposes of
     corporate law;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective
premises, covenants, representations and warranties of the parties herein
contained and for other good and valuable consideration (the receipt and
sufficiency of which are acknowledged by each party), the parties agree as
follows:

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1   In this Agreement and in the Plan of Arrangement:

      (a)   "Agreement" means this agreement, and all Schedules affixed hereto;



<PAGE>


                                      -2-


      (b)   "Approving CPC's" means the CPC's whose respective Securityholders,
            and such other persons involved with the CPC as may be required
            pursuant to the Interim Order, have passed all necessary special
            resolutions to approve the Arrangement, this Agreement, the Plan of
            Arrangement, and the transactions contemplated herein and therein;

      (c)   "Arrangement" means, collectively, the arrangement between
            Millennium and its respective Securityholders and Lattice and its
            respective Securityholders under the provisions of section 252 of
            the B.C. Act, pursuant to the terms and conditions set forth in this
            Agreement and in the Plan of Arrangement;

      (d)   "B.C. Act" means the Company Act (British Columbia), R.S.B.C. 1996,
            C-62, as amended;

      (e)   "Business Day" means a day which is not a Saturday, Sunday or
            statutory holiday in the Province of British Columbia;

      (f)   "Closing" means the completion of the Arrangement into escrow
            pursuant to the terms and conditions set forth in this Agreement and
            in the Plan of Arrangement;

      (g)   "Closing Date" means the date of the Closing;

      (h)   "Court" means the Supreme Court of British Columbia;

      (i)   "CPC's" means, collectively, Millennium and Lattice;

      (j)   "CPC's Liabilities" means any and all debts, liabilities,
            obligations and cash commitments of such CPC of every nature and
            kind, whether absolute or contingent, whether accrued or unaccrued,
            or whether arising in contract or otherwise;

      (k)   "CPC Securities" means, collectively, the Millennium Shares,
            Millennium Options, Lattice Shares and Lattice Options;

      (l)   "Depository" means, Pacific Corporate Trust Company;

      (m)   "Dissenting Shareholders" means the Securityholders who have
            properly exercised rights of dissent in connection with the
            Arrangement and become entitled to require a CPC to purchase all of
            the Securityholders' respective CPC Securities in respect of which a
            valid notice of dissent was given as provided for in the Plan of
            Arrangement, the B.C. Act or the Interim Order;

      (n)   "Effective Time" means the point in time when a certified copy of
            the Final Order has been accepted for filing by the Registrar;

      (o)   "Exchange" means the TSX Venture Exchange;

      (p)   "Final Order" means the final order of the Court approving the
            Arrangement and the Plan of Arrangement, in form and substance
            satisfactory to Verb acting reasonably;

      (q)   "Information Circular" means the information circular to be jointly
            prepared by the CPC's in connection with the Meetings;


<PAGE>


                                      -3-


      (r)   "Interim Order" means the interim order of the Court relating to the
            convening of the Meetings and such other matters relating to the
            Arrangement and the Plan of Arrangement as may properly be brought
            before the Court, in form and substance satisfactory to Verb acting
            reasonably;

      (s)   "Lattice Holders" means, collectively, the registered holders of the
            Lattice Shares and Lattice Options;

      (t)   "Lattice Options" means, collectively, the issued and outstanding
            options of Lattice entitling the holders hereof to acquire an
            aggregate of 335,000 common shares of Lattice at a price of $0.15
            per common share until April 18, 2006;

      (u)   "Lattice Shares" means, collectively, the issued and outstanding
            common shares of Lattice;

      (v)   "Letter of Intent" means the letter of intent between Verb and the
            CPC's with respect to the transactions set forth herein;

      (w)   "Meetings" means the general meetings of the Securityholders, and
            any adjournments thereof, to be convened and held to consider and,
            if thought fit, to approve, among other matters, the Arrangement,
            this Agreement, the Plan of Arrangement, and the transactions
            contemplated herein and therein;

      (x)   "Merging CPC's" means the Approving CPC's who have satisfied, or
            have had waived by the party entitled to the benefit thereof, all of
            the conditions set out in Article 8 herein on or before the Closing
            Date;

      (y)   "Millennium Holders" means, collectively, the registered holders of
            the Millennium Shares and the Millennium Options;

      (z)   "Millennium Options" means, collectively, the issued and outstanding
            options of Millennium entitling the holders thereof to acquire an
            aggregate of 266,666 common shares of Millennium at a price of $0.15
            until September 7, 2005;

      (aa)  "Millennium Shares" means, collectively, the issued and outstanding
            common shares of Millennium;

      (bb)  "Net Cash" means such CPC's cash on hand less such CPC's Liabilities
            at said referenced point in time;

      (cc)  "Optionholders" means, collectively, the registered holders of the
            Millennium Options, and Lattice Options;

      (dd)  "Plan of Arrangement" means the plan of arrangement attached as
            Schedule "A" to this Agreement;

      (ee)  "Registrar" means the Registrar of Companies for British Columbia;

      (ff)  "Schedules" means, collectively, the following schedules to this
            Agreement:


<PAGE>

                                      -4-


               - Schedule "A":   Plan of Arrangement
               - Schedule "B":   Verb Convertible Securityholders

      (gg)  "Securityholders" means collectively, the Millennium Holders and the
            Lattice Holders;

      (hh)  "Shareholders" means, collectively, the registered holders of the
            Millennium Shares and the Lattice Shares;

      (ii)  "Vend-In Shares" means the common shares of Verb to be delivered to
            the respective Shareholders of the Merging CPC's in accordance with
            the Arrangement on the terms and conditions set forth herein and the
            Plan of Arrangement;

      (jj)  "Verb Financial Statements" means the most recent audited and
            unaudited financial statements of Verb in the public record, being,
            as at the date hereof, Verb's audited financial statements for the
            year ended December 31, 2001 and Verb's unaudited financial
            statements for the third quarter ended September 30, 2002;

      (kk)  "Verb Public Record" means all press releases of Verb which have
            been disseminated to the public and all disclosures, filings,
            documents and other information which has been filed by Verb with
            the Securities Commissions, the Exchange and like regulatory
            authorities which are available to the public; and

      (ll)  "Verb Subsidiaries" means (i) Verb Exchange (Management) Inc., a
            wholly controlled subsidiary of Verb, and (ii) Cadium Systems Inc.,
            a wholly owned subsidiary of Verb;

1.2   In this Agreement, words importing the singular number shall include the
      plural and vice versa; words importing gender shall include all genders;
      and words importing individuals shall include corporations, partnerships,
      associations, trusts, unincorporated organizations, governmental bodies
      and other legal or business entities of any kind whatsoever and vice
      versa.

1.3   Unless otherwise indicated, all references to currency herein are to the
      lawful currency of Canada.

1.4   The division of this Agreement into articles, sections and subsections and
      the insertion of headings are for convenience of reference only and shall
      not affect the interpretation of this Agreement. Unless otherwise
      indicated, any reference in this Agreement to an article, section,
      subsection or schedule refers to the specified article, section,
      subsection or schedule to this Agreement.

                                    ARTICLE 2
                                   ARRANGEMENT

2.1   The parties hereto agree to effect the Arrangement pursuant to the terms
      and conditions set forth in this Agreement and in the Plan of Arrangement.
      Such transactions will be completed in accordance with the applicable
      provisions of their constating documents, the B.C. Act and applicable
      securities legislation, and the requirements of the Interim Order, the
      Final Order, the Exchange and all other applicable legislation and
      regulatory authorities.

2.2   Subject to the satisfaction of the terms and conditions set forth in this
      Agreement and in the Plan of Arrangement, at the Effective Time:


<PAGE>


                                      -5-


      (a)   the Merging CPC's shall be merged with and into Verb, such that Verb
            shall continue as the surviving corporation;

      (b)   all outstanding securities of the Merging CPC's (other than those
            held by Dissenting Shareholders) shall be exchanged into common
            shares of Verb and warrants evidencing the right to purchase common
            shares of Verb, on the basis set forth in Article 4 of the Plan of
            Arrangement;

      (c)   all outstanding securities of the Merging CPC's (other than those
            held by Dissenting Shareholders) shall be cancelled without any
            repayment of capital in respect thereof;

      (d)   all outstanding securities of the Merging CPC's held by Dissenting
            Shareholders shall be cancelled and such Dissenting Shareholders
            shall become, and may assert and exercise all rights of, a creditor
            of Verb until paid in full for the fair value thereof as may be
            determined by the Court;

      (e)   the Merging CPC's shall be wound-up and dissolved in accordance with
            the Final Order; and

      (f)   the Certificate of Incorporation, Memorandum and Articles of Verb in
            effect immediately prior to the Effective Time shall continue,
            uninterrupted and unaffected, upon completion of the merger of the
            Merging CPC's with and into Verb as contemplated above.

2.3   On completion of all of the matters contemplated in Section 2.2 herein:

      (a)   Verb shall be seized of and hold and possess all the property,
            rights and interests of each of the Merging CPC's and shall be
            subject to all the debts, liabilities and obligations of each of the
            Merging CPC's, including any obligations to the Dissenting
            Shareholders of the Merging CPC's pursuant to the applicable
            provisions of this Agreement, the Plan of Arrangement and the B.C.
            Act, and the requirements of the Final Order and all other
            applicable legislation and regulatory authorities;

      (b)   any existing cause of action, claim or liability for prosecution of
            any of the Merging CPC's may be continued or enforced by or against
            Verb;

      (c)   any civil, criminal or administrative action or proceeding pending
            by or against any of the Merging CPC's may be continued to be
            prosecuted by or against Verb; and

      (d)   any conviction against, or ruling under a judgment in favour of or
            against, any of the Merging CPC's may be enforced by or against
            Verb.

                                   ARTICLE 3
                             COVENANTS OF THE CPC'S

3.1   As soon as reasonably practicable after the execution of this Agreement,
      the CPC's shall jointly apply to the Court for the Interim Order and shall
      thereafter use their best efforts to obtain the Interim Order in form and
      substance satisfactory to Verb acting reasonably.

3.2   As soon as reasonably practicable after the receipt of the Interim Order,
      the CPC's shall mutually agree upon a date for the Meeting and shall
      thereafter convene and hold same in accordance with




<PAGE>


                                       -6-

      the  applicable provisions of their constating documents, the B.C. Act and
      applicable securities legislation, and the requirements of the Interim
      Order, the Exchange and all other applicable legislation and regulatory
      authorities.

3.3   Each of the CPC's shall recommend to their respective Securityholders that
      they approve the Arrangement pursuant to the terms and conditions set
      forth in this Agreement and in the Plan of Arrangement, and thereafter use
      their best efforts to obtain such approval.

3.4   For purposes of preparing the Information Circular, each CPC shall
      promptly submit to Verb all required disclosures (including but not
      limited to the appropriate financial statements) in respect of the CPC
      which are required for the due preparation thereof, and shall do all such
      other acts and things as may be required to prepare the Information
      Circular in accordance with the provisions of the B.C. Act and applicable
      securities legislation, and the requirements of the Interim Order, the
      Exchange and all other applicable legislation and regulatory authorities.
      Upon the filing of the Information Circular with the Exchange, each CPC
      shall promptly submit to Verb all additional disclosures and shall do all
      such other acts and things as may be required to rectify any deficiencies
      identified therein and finalize same for delivery to their respective
      Securityholders.

3.5   As soon as reasonably practicable after the Meeting, the Approving CPC's
      shall jointly apply to the Court for the Final Order and shall thereafter
      use their best efforts to obtain the Final Order in form and substance
      satisfactory to Verb acting reasonably.

3.6   After the date hereof and at all times until the Effective Time, each of
      the CPC's shall not, without the expressed written consent of Verb:

      (a)   alter or amend its constating documents;

      (b)   allot and issue any shares of its capital or enter into any
            agreement or issue any instrument granting the right, whether by
            purchase, conversion, exchange or otherwise, to acquire any of its
            unissued capital;

      (c)   declare any dividends or make any other distributions to its
            shareholders;

      (d)   redeem, purchase or offer to purchase any of its shares or
            securities;

      (e)   sell or otherwise dispose of or encumber any or all of its assets
            other than in the ordinary course of its business as presently
            conducted;

      (f)   directly or indirectly solicit, discuss, encourage or accept any
            offer for the purchase of the CPC or the business and/or the assets
            of the CPC, whether as a primary or back-up offer to the
            Arrangement, or take any other action with the intention or
            reasonably foreseeable effect of leading to any commitment or
            agreement to sell the CPC or the business and/or the assets of the
            CPC, nor will they permit any of their respective officers,
            employees or agents (including without limitation, investment
            bankers, attorneys and accountants) to do same;

      (g)   make or otherwise incur any expenditures, liabilities or obligations
            or otherwise enter into any transactions or negotiations, other than
            in the ordinary course of its business as presently conducted, which
            could reasonably be expected to interfere with or be inconsistent
            with the intent, provisions and consummation of the Arrangement; and


<PAGE>


                                      -7-


      (h)   engage in any business, enterprise or activity materially different
            from that carried on by it at the date of this Agreement, other than
            in the ordinary course of its business as presently conducted.

3.7   After the date hereof and at all times until the Effective Time, each of
      the CPC's shall use its reasonable best efforts:

      (a)   to conduct its affairs so that its representations and warranties
            made herein shall remain true and correct at all times;

      (b)   to obtain all consents, approvals and authorizations, including but
            not limited to the approval of the Court, the Exchange, and its
            respective directors and Securityholders, as may be necessary or
            desirable to cause the completion of the Arrangement on the terms
            and conditions set forth herein and the Plan of Arrangement;

      (c)   to perform, observe and satisfy all other conditions to be
            performed, observed and satisfied by it herein to cause the
            completion of the Arrangement on the terms and conditions set forth
            herein and the Plan of Arrangement; and

      (d)   to take such other measures as may be necessary or desirable to
            cause the completion of the Arrangement on the terms and conditions
            set forth herein and in the Plan of Arrangement.

                                   ARTICLE 4
                                COVENANTS OF VERB

4.1   For purposes of preparing the Information Circular, Verb shall draft the
      Information Circular and make all required disclosures (including but not
      limited to the appropriate financial statements) in respect of Verb which
      are required for the due preparation thereof, and shall do all such other
      acts and things as may be required to prepare the Information Circular in
      accordance with the provisions of the B.C. Act and applicable securities
      legislation, and the requirements of the Interim Order, the Exchange and
      all other applicable legislation and regulatory authorities. Upon the
      filing of the Information Circular with the Exchange, Verb shall promptly
      make all additional disclosures and do all such other acts and things as
      may be required to rectify any deficiencies identified therein and
      finalize same for delivery to the Securityholders.

4.2   After the date hereof and at all times until the Effective Time, Verb
      shall not, without the expressed written consent of each of the CPC's:

      (a)   alter or amend its constating documents;

      (b)   allot and issue any shares of its capital or enter into any
            agreement or issue any instrument granting the right, whether by
            purchase, conversion, exchange or otherwise, to acquire any of its
            unissued capital, except pursuant to the exercise of existing
            convertible securities as set forth in Schedule "B" hereto, or in
            furtherance of the private placement announced on February 18, 2003;

      (c)   declare any dividends or make any other distributions to its
            shareholders;

      (d)   redeem, purchase or offer to purchase any of its shares or
            securities;


<PAGE>


                                      -8-


      (e)   sell or otherwise dispose of or encumber any or all of its assets
            other than in the ordinary course of its business as presently
            conducted;

      (f)   make or otherwise incur any expenditures, liabilities or obligations
            or otherwise enter into any transactions or negotiations, other than
            in the ordinary course of its business as presently conducted, which
            could reasonably be expected to interfere with or be inconsistent
            with the consummation of the Arrangement; and

      (g)   engage in any business, enterprise or activity materially different
            from that carried on by it at the date of this Agreement, other than
            in the ordinary course of its business as presently conducted.

4.3   After the date hereof and at all times until the Effective Time, Verb
      shall use its reasonable best efforts:

      (a)   to conduct its affairs so that its representations and warranties
            made herein shall remain true and correct at all times;

      (b)   to obtain all consents, approvals and authorizations, including but
            not limited to the approval of the Court, the Exchange, and its
            directors, as may be necessary or desirable to cause the completion
            of the Arrangement on the terms and conditions set forth herein and
            the Plan of Arrangement;

      (c)   to perform, observe and satisfy all other conditions to be
            performed, observed and satisfied by it herein to cause the
            completion of the Arrangement on the terms and conditions set forth
            herein and the Plan of Arrangement; and

      (d)   to take such other measures as may be necessary or desirable to
            cause the completion of the Arrangement on the terms and conditions
            set forth herein and in the Plan of Arrangement.

                                   ARTICLE 5
                      MUTUAL REPRESENTATIONS AND WARRANTIES

5.1   Each of the parties hereto represents and warrants to the other parties
      hereto, and acknowledges that each of the other parties hereto are relying
      upon such representations and warranties in connection with this
      Agreement, that as of the date hereof, the Closing Date and the Effective
      Time:

      (a)   ORGANIZATION. The respective party is a corporation duly
            incorporated, organized, validly subsisting and in good standing
            under the laws of British Columbia or Canada. The respective party
            has the corporate power and authority to own or lease its property,
            to carry on its business as now being conducted by it, and to enter
            into this Agreement and perform its obligations hereunder. The
            respective party is duly registered, licensed or otherwise qualified
            as a company to own or lease its property and to do business in
            jurisdictions where the failure to be so qualified would have a
            material adverse effect on its business or property. The respective
            party is duly registered, licensed or otherwise qualified as an
            extra-provincial or foreign corporation and is in good standing in
            any jurisdiction where the failure to be so registered, licensed or
            otherwise qualified or in good standing would have a material
            adverse effect on its business or property.


<PAGE>


                                      -9-


      (b)   AUTHORIZATION. This Agreement has been duly authorized, executed and
            delivered by the respective party and is a legal, valid and binding
            obligation of the respective party enforceable against the
            respective party by the other parties hereto in accordance with its
            terms, except as enforcement may be limited by bankruptcy,
            insolvency and other laws affecting creditors generally and except
            that equitable remedies may be granted only in the discretion of a
            court of competent jurisdiction.

      (c)   NO VIOLATION. The execution and delivery of this Agreement by the
            respective party and the consummation of the transactions herein
            provided for will not result in:

            (i)     the breach, violation or termination of any of the
                    provisions of, or constitute a default under, or conflict
                    with or cause the acceleration of any obligations of the
                    respective party under:

                     1.   any material contract to which the respective party is
                          a party or by which the respective party is, or any of
                          its properties are, bound;

                     2.   any provision of the constating documents, by-laws or
                          resolutions of the board of directors (or any
                          committee thereof) or shareholders of the respective
                          party, or any provision of any trust indenture or
                          amendment thereof;

                     3.   any judgment, decree, order, injunction or award of
                          any court, governmental body or arbitrator having
                          jurisdiction over the respective party or any of its
                          assets;

                     4.   any licence, permit, approval, consent or
                          authorization held by the respective party and
                          necessary to the operation of its business; or

                     5.   to the best of the respective party's knowledge, any
                          applicable law, statute, ordinance, regulation, rule
                          or by-law of Canada, British Columbia or any
                          municipality; the violation of which would have a
                          material adverse effect on its business, or

            (ii)    the creation or imposition of any encumbrance on any of the
                    property or assets of the respective party.

      (d)   PERSONAL PROPERTY. The personal property of the respective party, as
            and to the extent disclosed in the most recent of its publicly
            released financial statements, is beneficially owned by the
            respective party as the beneficial owner thereof with good and
            marketable title thereto, free and clear of all encumbrances except
            for leases, mortgages and other encumbrances on specific items of
            capital equipment and property entered into in the normal course of
            business and affairs of the respective party and general security
            agreements securing the property and assets pursuant to the general
            borrowing of monies. All material encumbrances affecting assets and
            property necessary to the operation of its business have been
            disclosed.

      (e)   REAL PROPERTY. The respective party does not own and has not agreed
            to acquire any real property and does not lease and has not agreed
            to lease any real property or interest in real property except as
            disclosed.


<PAGE>


                                      -10-


      (f)   ACCOUNTS RECEIVABLE. Except as disclosed, all accounts receivable,
            book debts and other debts due or accruing to the respective party
            are bona fide and good and, subject to an allowance for doubtful
            accounts that has been reflected on the books of the respective
            party in accordance with Canadian generally accepted accounting
            principles, are collectible without set-off or counterclaim.

      (g)   INTELLECTUAL PROPERTY. Except as disclosed, the respective party is
            the beneficial owner of its intellectual property, free and clear of
            all encumbrances except those which may attach pursuant to general
            security agreements granted in the ordinary course of its business
            and affairs, and is not a party to or bound by any contract or other
            obligation whatsoever that limits or impairs its ability to sell,
            transfer, assign or convey, or that otherwise affects, its
            intellectual property. Except as disclosed, no person has been
            granted any interest in or right to use all or any portion of its
            intellectual property. To the best of the respective party's
            knowledge, the conduct of the its business does not infringe upon
            the patents, trade marks, licenses, trade names, business names,
            copyright or other industrial or intellectual property rights,
            domestic or foreign, of any other person. The respective party is
            not aware of any state of facts that casts doubt on the validity or
            enforceability of any of its intellectual property. The respective
            party has provided to the other parties hereto a true and complete
            copy of all material contracts and amendments thereto that comprise
            or relate to its intellectual property.

      (h)   INSURANCE AND BONDS. Except as disclosed, the respective party has
            all of its property and assets insured against loss or damage by all
            reasonable insurable hazards or risks on a replacement cost basis.
            The respective party has not received notice from any insurer
            denying or disputing any claim made by the respective party under
            any insurance policy or denying or disputing the amount of any such
            claim or any coverage for such claim.

      (i)   NO EXPROPRIATION. Except as disclosed, no property or asset of the
            respective party has been taken or expropriated by any federal,
            provincial, municipal or other authority nor has any notice or
            proceeding in respect thereof been given or commenced nor is the
            respective party aware of any intent or proposal to give any such
            notice or commence any such proceeding.

      (j)   AGREEMENTS AND COMMITMENTS. Except as disclosed, the respective
            party is not a party to or bound by any material contract outside
            the ordinary course of its business or affairs relating to the
            property, assets, business or operations of the respective party,
            including, without limiting the generality of the foregoing, any
            material contract outside of the ordinary course of business and
            affairs relating to:

            (i)     any continuing contract for the purchase of materials,
                    supplies, equipment or services;

            (ii)    any distributor, sales, advertising, agency or
                    manufacturer's representative contract;


            (iii)   any collective bargaining agreement or other contract with
                    any labour union;

            (iv)    any employment or consulting contract or any other written
                    contract with any officer, employee or consultant other than
                    oral contracts of indefinite hire terminable with cause or
                    upon reasonable notice;


<PAGE>


                                      -11-


            (v)     any profit sharing, bonus, stock option, pension,
                    retirement, disability, stock purchase, medical, dental
                    hospitalization, insurance or similar plan or agreement
                    providing benefits to any current or former director,
                    officer, employee or consultant;

            (vi)    any trust indenture, mortgage, promissory note, loan
                    agreement, guarantee or other contract for the borrowing of
                    money or a leasing transaction of the type required to be
                    capitalized in accordance with Canadian generally accepted
                    accounting principles;

            (vii)   any commitment for charitable contributions;

            (viii)  any ongoing contract for capital expenditures;

            (ix)    any contract for the sale of any assets outside of the
                    ordinary course of its business, other than inventory;

            (x)     any contract pursuant to which the respective party is a
                    lessor of any machinery, equipment, motor vehicles, office
                    furniture, fixtures or other personal property;

            (xi)    any confidentiality, secrecy or non-disclosure contract
                    (whether the respective party is a beneficiary or obligor
                    thereunder) relating to any proprietary or confidential
                    information or any non-competition or similar contract;

            (xii)   any license, franchise or other agreement that relates in
                    whole or in part to any intellectual property;

            (xiii)  any agreement of guarantee, support, indemnification,
                    assumption or endorsement of, or any other similar
                    commitment with respect to, the obligations, liabilities
                    (whether accrued, absolute, conditional, contingent or
                    otherwise) or indebtedness of any other person (except for
                    cheques endorsed for collection); or

            (xiv)   any other material contract entered into by respective party
                    other than in the ordinary course of its business,

                  and the respective party has performed all of the obligations
                  required to be performed by it and is entitled to all benefits
                  under, and is not in default or alleged to be in default in
                  respect of, any material contract necessary to the operation
                  of its business to which it is a party or by which it is
                  bound, and all such material contracts are in good standing
                  and in full force and effect, and no event, condition or
                  occurrence exists that, after notice or lapse of time or both,
                  would constitute a default under any of the foregoing. The
                  respective party has provided the other parties hereto a true
                  and complete copy of each material contract listed or to be
                  listed in the Information Circular and all amendments thereto.

      (k)   COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATION. To the best of the
            respective party's knowledge, the respective party has complied with
            all laws, statutes, ordinances, regulations, rules, judgments,
            decrees or orders applicable to its business or the respective
            party. To the best of the respective party's knowledge, the
            respective party holds all necessary licences, permits,
            accreditation, approvals, consents, certificates, registrations




<PAGE>


                                      -12-


            and authorizations (collectively, the "Licenses"), whether
            governmental, regulatory or otherwise (as well as all bonds and
            security provided in connection therewith), and there are no other
            Licenses, whether governmental, regulatory or otherwise (as well as
            bonds and security in connection therewith) necessary, to carry on
            its business or to own or lease any of the property or assets
            utilized by the respective party where the failure to hold such
            license would have a material adverse effect on the its business.
            Each such Licence is valid, subsisting and in good standing and the
            respective party is not in default or breach of any such Licence and
            no proceeding is pending or threatened to revoke or limit any such
            Licence. The respective party has provided the other parties hereto
            a true and complete copy of each Licence and all amendments thereto.
            There is no undisclosed Licence ever held by or granted to the
            respective party that has been suspended, revoked, terminated, put
            on probation or in any manner qualified, where such fact may have a
            material adverse effect on the respective party's future business.

      (l)   CONTRACTUAL CONSENTS AND APPROVALS. There is no requirement under
            any contract relating to the related party's business to which the
            related party is a party or by which it is bound to give any notice
            to, or to obtain the consent or approval of, any party to such
            agreement, instrument or commitment relating to the consummation of
            the transactions contemplated by this Agreement where the failure to
            obtain same will have a material adverse effect on the business of
            the related party.

      (m)   FINANCIAL STATEMENTS AND FINANCIAL POSITION. The respective party's
            financial statements which have been publicly disclosed have been or
            will be prepared in accordance with Canadian generally accepted
            accounting principles applied on a basis consistent with those used
            by the respective party in the past, are materially correct and
            complete, and fairly and materially present the assets, liabilities
            (whether accrued, absolute, conditional, contingent or otherwise)
            and financial condition of the respective party as at the respective
            dates of said financial statements and the sales, earnings and
            results of operations of the respective party for the respective
            periods covered by said financial statements. The financial position
            of the respective party is now and, at Closing, will be reasonably
            comparable to that shown on or reflected in the most recent of the
            respective party's financial statements which have been publicly
            disclosed prior to the date hereof, except that the parties
            acknowledge that Verb has, since the date of such financial
            statements, had and continues to have incurred debts, expenses,
            liabilities, obligations, net losses, and depleting working capital
            in the ordinary course of its business and affairs.

      (n)   BOOKS AND RECORDS. The books and records of the respective party
            fairly and correctly set out and disclose, in accordance with
            Canadian generally accepted accounting principles, the financial
            position of the respective party as at the date hereof and all
            financial transactions of the respective party have been accurately
            recorded in such books and records. The corporate records and minute
            books of the respective party contain complete and accurate minutes
            of all material meetings of the directors and shareholders of the
            respective party, all such meetings were duly called and held, and
            to the best of the respective party's knowledge, the share
            certificate books, securities register and register of transfers
            (being kept by a duly appointed registrar and transfer agent), and
            register of directors of the respective party are materially
            complete and accurate. To the extent that the respective party
            maintains such documents, the said corporate records, books and
            registers completely and accurately reflect all issuances and
            transfer of shares in the capital of the respective party, and such
            corporate records, books and registers are complete and accurate to
            and including the date hereof.


<PAGE>


                                      -13-


      (o)   UNDISCLOSED LIABILITIES. The respective party has no liabilities
            (whether accrued, absolute, conditional, contingent or otherwise) of
            any kind except:

            (i)     liabilities disclosed or provided for in the most recent of
                    its financial statements which have been publicly disclosed
                    prior to the date hereof; and

            (ii)    liabilities incurred in the ordinary course of business
                    since the applicable time period set out in subsection (i)
                    above, which are not inconsistent with past practice and
                    which do not violate, in any respect, the intent of or any
                    covenants contained in this Agreement, or constitute a
                    breach of any representation or warranty made in or pursuant
                    to this Agreement.

      (p)   ABSENCE OF CERTAIN CHANGES. Since the most recent of its financial
            statements which have been publicly disclosed prior to the date
            hereof, the respective party has carried on its business and
            conducted its operations and affairs only in the ordinary and normal
            course consistent with past practice and there has not been:

            (i)     any undisclosed material adverse change in the condition
                    (financial or otherwise), assets, liabilities, operations,
                    earnings, business or prospects of the respective party, and
                    it is further acknowledged by the CPC's that Verb has
                    continued to incur debts, expenses, liabilities,
                    obligations, net losses and depleted working capital since
                    the most recent of said financial statements in the ordinary
                    course of its business and affairs;

            (ii)    any undisclosed material damage, destruction or loss
                    (whether or not covered by insurance) affecting the property
                    or assets of the respective party which would have a
                    material adverse effect on the respective party's business;

            (iii)   any undisclosed material obligation or liability (whether
                    absolute, accrued, contingent or otherwise, and whether due
                    or to become due) incurred by the respective party, and
                    provided that same has been incurred in the ordinary and
                    normal course of its business and consistent with past
                    practice and recorded in the books and records of the
                    respective party;

            (iv)    any undisclosed declaration, setting aside or payment of any
                    dividend or other distribution with respect to any shares in
                    the capital of the respective party, any direct or indirect
                    redemption, purchase or other acquisition of any such
                    shares, or any split, combination or reclassification of any
                    such shares, and provided that same has been incurred in the
                    ordinary and normal course of its business and consistent
                    with past practice and recorded in the books and records of
                    the respective party;

            (v)     any general increase in the annual compensation of the
                    employees of the respective party or any increase in any
                    such compensation or bonus payable or to become payable by
                    the respective party to any present or former director,
                    officer, employee, consultant or agent thereof (other than
                    normal annual increases in accordance with past practices of
                    respective party or as may be specifically mandated by any
                    agreement with respect to same) or the execution of any
                    employment contract with any officer or employee containing
                    terms which, taken as a whole, exceed the industry norm for
                    a company in the respective party's




<PAGE>


                                      -14-


                    industry and at the respective party's stage of development,
                    or the making of any loan to, or engagement in any
                    transaction with, any employee, officer or director of the
                    respective party other than on terms no less advantageous to
                    the respective party than generally available to it from
                    third parties;

            (vi)    any undisclosed change in the accounting or tax practices
                    followed by the respective party; or

            (vii)   any undisclosed change adopted in the depreciation or
                    amortization policies of the respective party or the rates
                    thereof, or any change in the credit terms offered to
                    customers of, or by suppliers to, the respective party.

      (q)   TAXES. Except as disclosed herein, the respective party has duly
            filed on a timely basis all tax returns required to be filed by it
            and has paid all taxes, and all assessments, reassessments,
            governmental charges, penalties, interest and fines due and payable
            by it. The respective party has made adequate provision for taxes
            payable by it for the current period and any previous period for
            which tax returns are not yet required to be filed. There are no
            actions, suits, proceedings, investigations or claims pending or
            threatened against the respective party in respect of taxes,
            governmental charges or assessments, nor are any matters under
            discussion with any governmental authority relating to taxes,
            governmental charges or assessments asserted by any such authority.
            To the best of its knowledge, the respective party has withheld from
            each payment made to any of its past or present employees, officers
            or directors, and to any non-resident of Canada, the amount of all
            taxes and other deductions required to be withheld therefrom and has
            paid the same to the proper tax or other receiving officers within
            the time required under any applicable legislation. The respective
            party has remitted to the appropriate tax authority when required by
            law to do so all amounts collected by it on account of GST. The
            Canadian federal income tax liability and the provincial tax
            liability of the respective party has been assessed by Revenue
            Canada and the British Columbia Ministry of Finance, respectively,
            for all fiscal years up to and including the most recently completed
            fiscal year, and except as disclosed there are no agreements,
            waivers or other arrangements providing for an extension of time
            with respect to the filing of any tax return by, or payment of any
            tax, governmental charge or deficiency against the respective party.
            The respective party has provided the other parties here a true copy
            of all tax returns filed by it in respect of the past three fiscal
            years (or such shorter period as the respective party has been in
            existence). Verb has not filed any tax returns, and accordingly its
            tax liability has not been assessed by Revenue Canada or the British
            Columbia Ministry of Finance; notwithstanding the foregoing, to the
            best of Verb's knowledge, there are no assessments, reassessments,
            governmental charges, penalties interest and fines are due and
            payable by it.

      (r)   LITIGATION. Except as disclosed, there are no actions, suits or
            proceedings (whether or not purportedly on behalf of the respective
            party) pending or threatened against, or affecting, the respective
            party at law or in equity, or by or before any federal, provincial,
            municipal or other governmental department, court, commission,
            board, bureau, agency or instrumentality, domestic or foreign, or by
            or before an arbitrator or arbitration board. The respective party
            is not aware of any ground on which any such action, suit or
            proceeding might be commenced with any reasonable likelihood of
            success. Except as disclosed, there are no judgments, decrees,
            orders or awards of any court, governmental body or arbitration
            affecting the respective party at law or in equity.


<PAGE>


                                      -15-


      (s)   RESIDENCY. The respective party is a resident of Canada for the
            purposes of the Income Tax Act.

      (t)   DIVIDENDS. The respective party has not, directly or indirectly,
            declared or paid any dividends or declared or made any other
            distribution on any of its shares of any class and has not, directly
            or indirectly, redeemed, purchased or otherwise acquired any of its
            outstanding shares of any class or agreed to do so.

      (u)   NON-ARM'S LENGTH TRANSACTIONS. The respective party will not at
            Closing have made any payment or loan to, or borrowed any moneys
            from or be otherwise indebted to, any officer, director or employee
            of the respective party or any other person not dealing at arm's
            length with the respective party (within the meaning of the Income
            Tax Act), except as disclosed and except for usual employee
            reimbursements and compensation paid, or accruals therefor, in the
            ordinary and normal course of its business and affairs and
            consistent with past practice. Except as disclosed, the respective
            party is not a party to any contract with any officer, director or
            employee of the respective party or any other person not dealing at
            arm's length with Verb (within the meaning of the Income Tax Act)
            outside the ordinary course of its business and on terms no less
            advantageous to the respective party than generally available to it
            from third parties.

      (v)   CONFLICTS. Except as disclosed, no officer or director of the
            respective party:

            (i)     owns, directly or indirectly, any interest in, or is an
                    officer, director, employee or consultant of any person
                    which is or is engaged in business as, a competitor of Verb
                    or its business;

            (ii)    is a lessor, lessee, supplier, distributor, sales agent or
                    customer of Verb or its business on terms no less
                    advantageous to the respective party than generally
                    available to it from third parties;

            (iii)   owns, directly or indirectly, in whole or in part, any
                    property that Verb uses in the operation of its business; or

            (iv)    has any cause of action or other claim whatsoever against,
                    or owes any amount to, the respective party in connection
                    with its business, except for any liabilities reflected in
                    the most recent of its financial statements, and claims in
                    the ordinary and normal course of business, such as for
                    accrued salary, vacation pay and accrued benefits under the
                    employee plans.

      (w)   ENVIRONMENTAL. Except as disclosed:

            (i)     to the best of its knowledge, the respective party has been
                    and is in compliance with all applicable federal,
                    provincial, state, municipal and local laws, statutes,
                    ordinances, by-laws, regulations, orders, directives and
                    decisions rendered by any ministry, department or
                    administrative or regulatory agency ("Environmental Laws")
                    relating to the protection of the environment, occupational
                    health and safety;

            (ii)    to the best of its knowledge, the respective party has not
                    used or permitted to be used, except in compliance with all
                    Environmental Laws, any of its property or




<PAGE>


                                      -16-


                    facilities or any property or facility that it previously
                    owned or leased, to generate, manufacture, process,
                    distribute, use, treat, store, dispose of, transport or
                    handle any Hazardous Substance;

            (iii)   there are no orders or directions relating to environmental
                    matters requiring any work, repairs, construction or capital
                    expenditures with respect to the respective party's business
                    on property, nor has it received any notice of the same; and

            (iv)    to the best of its knowledge, no building, structure or
                    improvement located on the real property owned, leased or
                    rented by the respective party is insulated with urea
                    formaldehyde insulation, nor do such buildings or structures
                    contain any aluminium wiring or friable asbestos or any
                    other substance containing asbestos.

      (x)   EMPLOYEE PLANS. Except as disclosed, each retirement, pension,
            bonus, stock purchase, profit sharing, stock option, deferred
            compensation, severance or termination pay, insurance, medical,
            hospital, dental, vision care, drug, sick leave, disability, salary
            continuation, legal benefits, unemployment benefits, vacation,
            incentive or other compensation plan or arrangement or other
            employee benefit that is required to be maintained or otherwise
            contributed to by the respective party for the benefit of its
            employees or former employees of the respective party has been
            maintained in compliance with its terms and with the requirements
            prescribed by any applicable statutes, orders, rules and
            regulations, and except as disclosed, all contributions to, and
            payments from, each of the foregoing that may have been required to
            be made in accordance with its terms or any applicable statutes,
            orders, rules and regulations, have been made in a timely manner.
            Verb has ceased to make payments on all third party benefit plans,
            which fact has been acknowledged in writing by Verb's employees. In
            addition, Verb is in arrears with respect to its Medical Service
            Plan payments, although it has reached an agreement with the
            responsible Ministry for the continuing coverage of its employees as
            part of a structured repayment plan.

      (y)   COLLECTIVE AGREEMENTS. Except as disclosed, the respective party has
            not made any contracts with any labour union or employee association
            nor made commitments to or conducted negotiations with any labour
            union or employee association with respect to any such contracts in
            the future. The respective party is not aware of any current
            attempts to organize or establish any labour union or employee
            association with respect to any employees of the respective party,
            nor is there any certification of any such union with regard to a
            bargaining unit.

      (z)   EMPLOYEES. Except as disclosed, no notice has been received by the
            respective party of any complaints filed by any of the employees
            against the respective party claiming that the respective party has
            violated the Employment Standards Act (British Columbia) or the
            Human Rights Code (British Columbia), or of any complaints or
            proceedings of any kind involving the respective party or any of its
            employees before any labour relations board. There are no
            outstanding orders or charges against the respective party under the
            Occupational Health and Safety Act (British Columbia). All levies,
            assessments and penalties made against the respective party pursuant
            to the Workers' Compensation Act (British Columbia) have been paid
            by the respective party, and the respective party has not been
            reassessed under any such legislation.

      (aa)  EMPLOYEE ACCRUALS. All accruals for unpaid vacation pay, premiums
            for unemployment insurance, health premiums, Canada Pension Plan
            premiums, accrued wages, salaries and commissions and employee
            benefit plan payments have been reflected in the books and




<PAGE>


                                      -17-


            records of the respective party and the most recent of its publicly
            filed financial statements.

      (bb)  FULL DISCLOSURE. Neither this Agreement nor any document delivered
            or to be delivered pursuant to this Agreement by the respective
            party nor any certificate, report, statement or other document
            furnished by the respective party in connection with the negotiation
            of this Agreement contains or will contain any untrue statement of a
            material fact or omits or will omit to state a material fact
            necessary to make the statements contained herein or therein not
            misleading. There has been no event, transaction or information that
            has come to the attention of the respective party that has not been
            disclosed to the other parties hereto in writing that could
            reasonably be expected to have a material adverse effect on the
            assets, business, earnings, prospects, properties or condition
            (financial or otherwise) of the respective party.

                                   ARTICLE 6
                ADDITIONAL REPRESENTATIONS AND WARRANTIES OF VERB

6.1   Verb represents and warrants to the CPC's, and acknowledges that each of
      the CPC's are relying upon such representations and warranties in
      connection with this Agreement, that as of the date hereof, the Closing
      Date and the Effective Time:

      (a)   AUTHORIZED AND ISSUED CAPITAL. The authorized capital of Verb
            consists of an unlimited number of common shares without par value
            of which 10,383,956 are issued and outstanding as at the date
            hereof. All of the issued and outstanding common shares of Verb are
            fully paid and non-assessable.

      (b)   OPTIONS. Except for incentive stock options and warrants summarized
            in Schedule "B" hereto, no person 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 any warrants,
            convertible securities or convertible obligations of any nature, for
            the purchase, subscription, allotment or issuance of any of the
            unissued shares or other securities of Verb.

      (c)   NO SUBSIDIARIES. Other than the Verb Subsidiaries, Verb does not own
            and does not have any agreement to acquire, directly or indirectly,
            any shares in the capital of or any other equity or proprietary
            interests in any person, and Verb does not have any agreement to
            acquire or lease any other business operations other than in the
            ordinary course of business as presently conducted.

      (d)   BUSINESS OF VERB. Except as disclosed, the property and assets owned
            or leased by Verb are sufficient to carry on its business at its
            present stage of development, all of the property and assets owned
            and used by Verb are in good operating condition and are in a state
            of good repair and maintenance, having been operated, repaired and
            maintained to the standard of care of a reasonable and prudent
            owner. Except as disclosed, during the two years preceding the date
            of this Agreement, there has not been any significant interruption
            of its operations (being an interruption of more than one day) due
            to inadequate maintenance of any of the property and assets owned or
            used by Verb.


<PAGE>


                                      -18-


                                   ARTICLE 7
             ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE CPC'S

7.1   Millennium represents and warrants to the other parties hereto, and
      acknowledges that each of the other parties hereto are relying upon such
      representations and warranties in connection with this Agreement, that as
      of the date hereof, the Closing Date and the Effective Time:

      (a)   AUTHORIZED AND ISSUED CAPITAL. The authorized capital of Millennium
            consists of 100,000,000 common shares without par value of which
            2,799,999 are issued and outstanding as at the date hereof. All of
            the issued and outstanding common shares are fully paid and
            non-assessable.

      (b)   OPTIONS. Except for the Millennium Options, no person has any
            agreement or option, or any right or privilege (whether by law,
            pre-emptive right or contractual) capable of becoming an agreement
            or option, including any warrants, convertible securities or
            convertible obligations of any nature, for the purchase,
            subscription, allotment or issuance of any of the unissued shares or
            other securities of Millennium.

      (c)   NO SUBSIDIARIES. Millennium does not own and does not have any
            agreement to acquire, directly or indirectly, any shares in the
            capital of or any other equity or proprietary interests in any
            person, and Millennium does not have any agreement to acquire or
            lease any other business operations other than in the ordinary
            course of business as presently conducted.

      (d)   BUSINESS OF MILLENNIUM. Millennium is a "capital pool company"
            pursuant to the policies of the Exchange and has not conducted any
            business activity other than the identification of potential assets
            or businesses for acquisition, nor has it entered into any
            agreements or otherwise become liable in any manner whatsoever to
            acquire or operate any assets or businesses. Millennium has no
            debts, liabilities, obligations or cash commitments of any nature or
            kind, whether absolute or conditional, whether accrued or unaccrued,
            or whether arising in contract or otherwise, other than as disclosed
            in the Letter of Intent, or incurred in the ordinary course of
            business.

7.2   Lattice represents and warrants to the other parties hereto, and
      acknowledges that each of the other parties hereto are relying upon such
      representations and warranties in connection with this Agreement, that as
      of the date hereof, the Closing Date and the Effective Time:

      (a)   AUTHORIZED AND ISSUED CAPITAL. The authorized capital of Lattice
            consists of 100,000,000 common shares without par value of which
            3,350,000 are issued and outstanding as at the date hereof. All of
            the issued and outstanding common shares are fully paid and
            non-assessable.

      (b)   OPTIONS. Except for the Lattice Options, no person has any agreement
            or option, or any right or privilege (whether by law, pre-emptive
            right or contractual) capable of becoming an agreement or option,
            including any warrants, convertible securities or convertible
            obligations of any nature, for the purchase, subscription, allotment
            or issuance of any of the unissued shares or other securities of
            Lattice.

      (c)   NO SUBSIDIARIES. Lattice does not own and does not have any
            agreement to acquire, directly or indirectly, any shares in the
            capital of or any other equity or proprietary




<PAGE>


                                      -19-


            interests in any person, and Lattice does not have any agreement to
            acquire or lease any other business operations other than in the
            ordinary course of business as presently conducted.

      (d)   BUSINESS OF LATTICE. Lattice is a "capital pool company" pursuant to
            the policies of the Exchange and has not conducted any business
            activity other than the identification of potential assets or
            businesses for acquisition, nor has it entered into any agreements
            or otherwise become liable in any manner whatsoever to acquire or
            operate any assets or businesses. Lattice has no debts, liabilities,
            obligations or cash commitments of any nature or kind, whether
            absolute or conditional, whether accrued or unaccrued, or whether
            arising in contract or otherwise, other than as disclosed in the
            Letter of Intent, or incurred in the ordinary course of business.

                                   ARTICLE 8
                              CONDITIONS PRECEDENT

8.1   The obligations of Verb and each of the CPC's to complete the Arrangement
      as between Verb and the respective CPC shall be conditional upon the
      satisfaction of the following conditions for the mutual benefit of Verb
      and the respective CPC, which may be waived in whole or in part by mutual
      consent of said parties at any time on or before Closing:

      (a)   all necessary special resolutions shall have been passed by the
            respective CPC's Securityholders, and such other persons involved
            with the CPC as may be required pursuant to the Interim Order, in
            form and substance satisfactory to Verb acting reasonably, duly
            approving the Arrangement, this Agreement, the Plan of Arrangement,
            and the transactions contemplated herein and therein, in accordance
            with the applicable provisions of the respective CPC's constating
            documents, the B.C. Act and applicable securities legislation, and
            the requirements of the Interim Order, the Exchange, and all other
            applicable legislation and regulatory authorities;

      (b)   Verb and the respective CPC shall have obtained all other consents,
            approvals and authorizations, including but not limited to the
            approval of the Court, the Exchange, and its respective directors,
            on terms and conditions satisfactory to Verb and the respective CPC
            acting reasonably, as may be necessary or desirable to effect the
            Arrangement pursuant to the terms and conditions set forth in this
            Agreement and in the Plan of Arrangement; and

      (c)   the Final Order shall have been granted by the Court in form and
            substance satisfactory to Verb acting reasonably.

8.2   The obligations of Verb to complete the Arrangement as between Verb and
      each of the CPC's shall be conditional upon the satisfaction of the
      following conditions for the sole benefit of Verb, which may be waived in
      whole or in part by Verb at any time on or before Closing:

      (a)   the representations and warranties made by the respective CPC to
            Verb herein shall be true and correct in all material respects as of
            the Closing Date as if made on such date;

      (b)   the covenants to be performed and the continuing covenants to be
            observed by the respective CPC herein shall have been performed and
            observed as at the Closing Date;


<PAGE>


                                      -20-


      (c)   there shall be no material adverse change in the business,
            operations, affairs, assets, property, liabilities, financial
            condition or capital structure of the respective CPC as at the
            Closing Date from that as at the effective date of the Letter of
            Intent;

      (d)   there shall be no material adverse change in the amount of Net Cash
            held by the respective CPC as at the Closing Date from that as at
            the effective date of the Letter of Intent;

      (e)   the holders of the respective CPC's common shares and convertible
            securities, and any other applicable stakeholders in the affairs of
            the CPC, shall not have exercised rights of dissent in connection
            with the Arrangement to materially effect, in Verb's sole
            discretion, acting reasonably, the benefits to Verb of the
            transactions contemplated herein;

      (f)   each of the directors and officers of the respective CPC shall have
            tendered their written resignations as directors and officers of the
            CPC to be effective on the Effective Time, together with a written
            release of all claims and causes of action against Verb and the
            respective CPC;

      (g)   there shall be no action taken under any existing or future law,
            regulation, rule, order or policy that imposes any material
            limitation on the ability of Verb to effectively exercise full and
            exclusive rights of ownership over the assets of the respective CPC
            as at the Closing Date;

      (h)   the Final Order shall have been granted by the Court in form and
            substance satisfactory to Verb acting reasonably, on or before June
            30, 2003; and

      (i)   the respective CPC shall have delivered to Verb at the Closing, in
            escrow pursuant to the terms hereof, all of the documents required
            herein to be delivered to Verb.

8.3   The obligations of each of the CPC's to complete the Arrangement as
      between Verb and the respective CPC shall be conditional upon the
      satisfaction of the following conditions for the sole benefit of the
      respective CPC, which may be waived in whole or in part by the respective
      CPC at any time on or before Closing:

      (a)   the representations and warranties made by Verb to the respective
            CPC herein shall be true and correct in all material respects as of
            the Closing Date as if made on such date;

      (b)   the covenants to be performed and the continuing covenants to be
            observed by Verb herein shall have been performed and observed as at
            the Closing Date;

      (c)   there shall be no material adverse change in the business,
            operations, affairs, assets, property, liabilities, financial
            condition or capital structure of Verb as at the Closing Date from
            that as at the effective date of the Letter of Intent;

      (d)   there shall be no action taken under any existing or future law,
            regulation, rule, order or policy that imposes any material
            limitation on the ability of Verb to effectively issue the Vend-In
            Shares or the warrants issuable in exchange for the Millennium
            Options and Lattice Options (the "Vend-In Warrants") in accordance
            with the Arrangement on the terms and conditions set forth herein
            and the Plan of Arrangement;


<PAGE>


                                      -21-


      (e)   Verb shall have negotiated agreements acceptable to the CPC's,
            acting reasonably, for the settlement of all outstanding payables;

      (f)   agreements acceptable to the CPC's will be negotiated, which shall
            provide for a more meaningful equity position (including incentive
            stock options and/or private options with existing Verb
            securityholders) to be held by Verb's Chief Executive Officer and
            other identified members of management;

      (g)   each CPC participating in the Plan of Arrangement shall be entitled
            to appoint one new nominee to the Board of Directors of Verb;

      (h)   and

      (i)   Verb shall have delivered to the respective CPC at the Closing, in
            escrow pursuant to the terms hereof, all of the documents required
            herein to be delivered to the respective CPC.

                                    ARTICLE 9
                                     CLOSING

9.1   Upon receipt of the Final Order, the parties shall determine the Closing
      Date.

9.2   The Closing shall be held on the Closing Date at such time and place as
      may be determined by the parties.

9.3   At the Closing, Verb shall deliver the following documents, to be placed
      in escrow pending the Effective Time, to each of the Merging CPC's:

      (a)   a certified copy of the resolutions of its directors duly approving
            the Arrangement, this Agreement, the Plan of Arrangement, and the
            transactions contemplated herein and therein, including but not
            limited to the execution and delivery of all the documents and the
            performance and completion of all transactions contemplated herein
            and therein;

      (b)   an irrevocable treasury order to Pacific Corporate Trust Company,
            Verb's registrar and transfer agent, to issue the respective Vend-In
            Shares to the respective Shareholders of the Merging CPC who are
            entitled to receive such securities in accordance with the
            Arrangement on the terms and conditions set forth herein and the
            Plan of Arrangement;

      (c)   certificates representing the respective Vend-In Warrants,
            registered to the respective Optionholders of the Merging CPC who
            are entitled to receive such securities in accordance with the
            Arrangement on the terms and conditions set forth herein and the
            Plan of Arrangement; and

      (d)   such other instruments and documents as may be appropriate or
            necessary to give effect to the transactions contemplated herein.

9.4   At the Closing, each of the Merging CPC's shall deliver the following
      documents, to be placed in escrow pending the Effective Time, to Verb:

      (a)   a certified copy of the resolutions of its directors duly approving
            the Arrangement, this Agreement, the Plan of Arrangement, and the
            transactions contemplated herein and




<PAGE>


                                      -22-


            therein, including but not limited to the execution and delivery of
            all the documents and the performance and completion of all
            transactions contemplated herein and therein;

      (b)   the minute books of the respective Merging CPC;

      (c)   all financial information relating to the respective Merging CPC and
            its business, including but not limited to all tax filings,
            accounting records, books of account, ledgers, invoices, purchase
            orders, bills of lading and receipts;

      (d)   written resignations from all of the directors and officers of the
            Merging CPC, to be effective on the Effective Time, together with a
            written release of all claims and causes of action against Verb and
            the respective CPC; and

      (e)   such other instruments and documents as may be appropriate or
            necessary to give effect to the transactions contemplated herein.

9.5   Immediately upon the completion of the Closing, Verb shall file a
      certified copy of the Final Order for acceptance by the Registrar. At the
      Effective Time, being the acceptance of the Final Order by the Registrar,
      escrow shall be broken and the documents subject thereto shall be
      delivered to the parties entitled to same.

9.6   In the event that the Closing does not occur on or before June 30, 2003,
      or on such other date as may be mutually agreed upon by Verb and the
      Merging CPC's, then this Agreement shall terminate and be of no further
      force and effect.

                                   ARTICLE 10
                                     GENERAL

10.1  NOTICES. All notices which may be or are required to be given hereunder
      shall be given in writing and shall be delivered in person or by facsimile
      transmission with confirmed receipt at:

      (a)   if to Verb:

                       Verb Exchange Inc.
                       Suite 908 - 1055 Dunsmuir Street
                       Vancouver, BC, V7X 1L2
                       Attention:   Nathanael Lineham
                       Telephone:   (604) 685-8363
                       Facsimile:   (604) 685-8366

      (b)   if to a respective CPC:

                       Millennium Ventures Ltd.
                       Suite 1600 - 609 Granville Street
                       Vancouver, BC, V7Y 1C3
                       Attention:   Scott Ackerman
                       Telephone:   (604) 805-8813
                       Facsimile:   (604) 592-0600




<PAGE>


                                      -23-


                       Lattice Capital Corporation
                       Suite 1600 - 609 Granville Street
                       Vancouver, BC, V7Y 1C3
                       Attention:   Paul Witzel
                       Telephone:   (604) 882-9441
                       Facsimile:   (604) 882-8140

      (c)   with a copy, in all cases, to:

                       Anfield Sujir Kennedy & Durno
                       Suite 1600 - 609 Granville Street
                       Vancouver, BC, V7Y 1C3
                       Attention:   Jeff Durno
                       Telephone:   (604) 669-1322
                       Facsimile:   (604) 669-3877

      or at such other address as any one of the parties may, from time to time,
      advise the other parties by notice in writing in accordance with the
      foregoing. Notices shall be deemed received on the date of delivery or
      facsimile, provided that if such is not a Business Day, receipt shall be
      deemed on the first Business Day following.

10.2  ENTIRE AGREEMENT AND AMENDMENT. This Agreement, together with the
      Schedules hereto, constitutes the entire agreement between the parties
      relating to the subject matter hereof. Any amendment of the terms and
      conditions hereof shall only be effective if in writing and signed by the
      parties affected by the amendment.

10.3  WAIVERS. Any waiver of the terms and conditions hereof shall only be
      effective if given in writing and signed by the party giving the waiver.
      No waiver of any provision of this Agreement shall constitute a waiver of
      any other provision hereof nor shall any waiver constitute a continuing
      waiver unless so provided in the terms thereof.

10.4  FURTHER ASSURANCES. Each of the parties will, from time to time both
      before and after the Effective Time, promptly execute and deliver any and
      all such further instruments and documents and do any and all such further
      acts and things as may be reasonably required by another party to carry
      out the provisions and intent of this Agreement.

10.5  ASSIGNMENT, SUCCESSORS AND ASSIGNS. This Agreement is personal in nature
      and may not be assigned by any party hereto without the prior written
      consent of the other parties hereto. This Agreement shall enure to the
      benefit of and be binding upon the parties and their respective successors
      and permitted assigns.

10.6  GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the province of British Columbia and the
      federal laws of Canada applicable therein. The parties agree to attorn to
      the jurisdiction of the courts of British Columbia with respect to any
      dispute relating to this Agreement.

10.7  COSTS AND EXPENSES. Each of the parties hereto shall be responsible for
      its own costs and expenses incurred in connection with the preparation of
      this Agreement and the consummation of the transactions contemplated
      hereby.

10.8  TIME. Time shall be of the essence in this Agreement and shall be
      interpreted in accordance with the provisions of the Interpretation Act
      (British Columbia).


<PAGE>


                                      -24-


10.9  COUNTERPARTS AND DELIVERY. This Agreement may be signed in counterparts
      and delivered by facsimile. Each counterpart, when signed and delivered,
      shall be deemed an original and together shall constitute one and the same
      instrument bearing the date first noted above, notwithstanding the actual
      date of execution.



IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date first noted above.


VERB EXCHANGE INC.



Per:   /s/  Nathanael Lineham
      -----------------------------------
      Authorized Signatory



MILLENNIUM VENTURES LTD.



Per:   /s/  Jeff Durno
      -----------------------------------
      Authorized Signatory



LATTICE CAPITAL CORPORATION



Per:   /s/  Paul Witzel
      -----------------------------------
      Authorized Signatory






<PAGE>



                                  SCHEDULE "A"

            to the Arrangement Agreement between Verb Exchange Inc.,
            Millennium Ventures Ltd. and Lattice Capital Corporation

                                    * * * * *


                               PLAN OF ARRANGEMENT
                               -------------------

             Under Section 252 of the Company Act (British Columbia)

                                   ARTICLE 1
                              ARRANGEMENT AGREEMENT

1.1   This Plan of Arrangement is made pursuant and subject to the provisions of
      the Arrangement Agreement among Verb Exchange Inc., Millennium Ventures
      Ltd. and Lattice Capital Corporation dated the 28th day of March, 2003
      (the "Agreement").

                                   ARTICLE 2
                                   DEFINITIONS

2.1   Unless otherwise defined, all capitalized terms used herein shall have the
      meaning ascribed thereto in the Agreement.

                                   ARTICLE 3
                                 BINDING EFFECT

3.1   Upon being approved by the requisite majority of all a respective CPC's
      respective Securityholders in accordance with the terms of the Interim
      Order, and upon the granting of the Final Order and the satisfaction or
      waiver of all the other conditions required to obligate a CPC to fulfill
      its obligations hereunder, the Plan of Arrangement will be binding on such
      CPC and all of the holders of its securities.

                                   ARTICLE 4
                                 THE ARRANGEMENT

4.1   At the Effective Time, the following events and transactions will occur.
      Such events and transactions will be deemed to occur in the following
      order, without any further act or formality on the part of any of the
      parties to the Arrangement and notwithstanding any provisions contained
      in, or attached to, the constating documents or any outstanding securities
      of Verb, Millennium, and Lattice:

      (a)   the Merging CPC's shall merge with and into Verb pursuant to section
            252 of the Company Act (British Columbia), such that Verb shall
            continue as the surviving corporation and such that Verb shall be
            seized of and hold and possess all the property, rights and
            interests of each of the Merging CPC's and shall be subject to all
            the debts, liabilities and obligations of each of the Merging CPC's,
            including any obligations to the Dissenting Shareholders of the
            Merging CPC's pursuant to the applicable provisions of the
            Agreement, this Plan of Arrangement and the B.C. Act, and the
            requirements of the Final Order and all other applicable legislation
            and regulatory authorities;


<PAGE>

                                      -2-


      (b)   all outstanding securities of the Merging CPC's (other than those
            held by Dissenting Shareholders) shall be exchanged into common
            shares of Verb and warrants evidencing the right to purchase common
            shares of Verb, as provided for in section 4.2 herein;

      (c)   all outstanding securities of the Merging CPC's (other than those
            held by Dissenting Shareholders) shall be cancelled without any
            repayment of capital in respect thereof;

      (d)   all outstanding securities of the Merging CPC's held by Dissenting
            Shareholders shall be cancelled and such Dissenting Shareholders
            shall become, and may assert and exercise all right of, a creditor
            of Verb until paid in full for the fair value thereof as may be
            determined by the Court;

      (e)   the Merging CPC's shall be wound-up and dissolved in accordance with
            the Final Order; and

      (f)   the Certificate of Incorporation, Memorandum and Articles of Verb in
            effect immediately prior to the Effective Time shall continue,
            uninterrupted and unaffected, upon completion of the merger of the
            Merging CPC's into Verb as contemplated above.

4.2   At the Effective Time, the number of Vend-In Shares and the number and
      terms of the Vend-In Warrants to be issued to a Merging CPC's respective
      Securityholders will be based upon the amount of Net Cash of the
      respective Merging CPC as at the Effective Time. Subject to the
      adjustments set out below, the following Vend-In Shares and Vend-In
      Warrants will be issued:

      (a)   Based on the amount of Net Cash of Millennium as at the time of the
            execution of the Letter of Intent, the holders of Millennium Shares
            on the Effective Date will be entitled to receive an aggregate of
            approximately 1,369,500 Vend-In Shares, on a pro rata basis;

      (b)   Based on the amount of Net Cash of Millennium as at the time of the
            execution of the Letter of Intent, the holders of Millennium Options
            on the Effective Date will be entitled to receive an aggregate of
            130,428 Vend-In Warrants, on a pro rata basis exercisable at $0.31
            per share until December 20, 2004;

      (c)   Based on the amount of Net Cash of Lattice as at the time of the
            execution of the Letter of Intent, the holders of Lattice's Shares
            on the Effective Date will be entitled to receive an aggregate of
            approximately 1,216,545 Vend-In Shares, on a pro rata basis;

      (d)   Based on the amount of Net Cash of Lattice as at the time of the
            execution of the Letter of Intent, the holders of Lattice Options on
            the Effective Date will be entitled to receive an aggregate of
            121,655 Vend-In Warrants on a pro rata basis exercisable at $0.41
            per share until December 20, 2004;

      always provided that the aggregate number of Vend-In Shares issued to a
      Merging CPC's respective Shareholders will be reduced or increased by one
      (1) Vend-In Share for each $0.18 decrease or increase, respectively, in
      Net Cash held by the Merging CPC at the Effective Time as compared to the
      Net Cash held by the CPC at the time of execution of its Letter of Intent
      (and provided that a Merging CPC may expend cash on certain permitted
      expenditures and up to $2,500 on non-permitted expenditures, as set forth
      in the Letter of Intent, without triggering the aforementioned
      adjustment), including but not limited to a downward adjustment in Net
      Cash to



<PAGE>

                                      -3-


      represent the cash value of the obligations owed to the Dissenting
      Shareholders of the Merging CPC.

      Likewise, the aggregate number of Vend-In Warrants and the exercise price
      thereof, to be issued to a Merging CPC's respective Optionholders, will be
      adjusted in the same manner.

                                   ARTICLE 5
                       CERTIFICATES EXCHANGE AND PAYMENTS

5.1   After the Effective Time, certificates representing a Merging CPC's
      respective former CPC Securities, other than those to which Article 6
      herein applies, shall represent only the right to receive certificates
      representing the Vend-In Shares and Vend-In Warrants which the former
      holder of such former CPC Securities is entitled to receive pursuant to
      the Arrangement and, with respect to Vend-In Shares, upon compliance with
      the requirements of Section 5.4 herein.

5.2   After the Effective Time, certificates representing a Merging CPC's
      respective former CPC Securities to which Article 6 herein applies shall
      represent only the right to receive payment, or Vend-In Shares and Vend-In
      Warrants (should the demand for purchase be subsequently withdrawn with
      the expressed consent of Verb), which the Dissenting Shareholders are
      entitled to receive pursuant to Article 6 herein.

5.3   No fractional Vend-In Shares or Vend-In Warrants will be issued pursuant
      to this Arrangement, and a Securityholder who would otherwise be entitled
      to a fractional share or warrant which is 0.5 or more will be issued one
      additional whole Vend-In Share or Vend-In Warrant, as applicable, in lieu
      of such fractional share or warrant, but a fractional share or warrant
      which is less than 0.5 will be ignored.

5.4   As soon as reasonably practicable after the Effective Time, Verb shall
      forward or cause to be forwarded to each of the Merging CPC's respective
      former Shareholders, other than those to which Article 6 applies, a Letter
      of Transmittal containing instructions for the obtaining of certificates
      representing the appropriate Vend-In Shares to be issued pursuant to the
      Arrangement.

      Upon the later of (i) the Effective Time and (ii) the date of deposit by a
      Merging CPC's respective former Shareholder, other than those to which
      Article 6 applies, with the Depository of a duly completed Letter of
      Transmittal together with the certificates representing the Merging CPC's
      former common shares held by such former Shareholder, Verb shall:

      (a)   forward or cause to be forwarded, by first class mail (postage
            prepaid) to the address specified in such former Shareholder's
            Letter of Transmittal; or

      (b)   if requested by such former Shareholder in the Letter of
            Transmittal, make available or cause to be made available at the
            Depositary for pickup by such holder,

      certificates representing the requisite number of Vend-In Shares as
      determined pursuant to Article 4 herein, registered in the name of the
      person specified in such former Shareholder's Letter of Transmittal.

5.5   As soon as reasonably practicable after the Effective Time, Verb shall
      forward or cause to be forwarded to each of the Merging CPC's respective
      former Optionholders, other than those to whom Article 6 applies, by first
      class mail (postage prepaid) to the address of the former Optionholder as
      shown in the appropriate register maintained by the Merging CPC,
      certificates



<PAGE>


                                      -4-


      representing the requisite number of Vend-In Warrants as determined
      pursuant to Article 4 herein, registered in the name of the former
      Optionholder.

5.6   The former holders of each of the Merging CPC's respective former CPC
      Securities shall not be entitled to any interest, dividend, premium or
      other payment on or with respect to such former CPC Securities, other than
      the delivery of Vend-In Shares, Vend-In Warrants or the fair value of such
      CPC Securities in connection with the valid exercise of dissent rights, as
      applicable, which they are entitled to receive pursuant to the
      Arrangement.

5.7   Any certificate representing a Merging CPC's former common shares that is
      not deposited as provided for in section 5.4 herein on or before the sixth
      anniversary of the Closing Date shall cease to represent a right or claim
      of any kind or nature, and the right and claim of the former holder of
      such former common shares to receive the Vend-In Shares as provided for
      herein and the certificates representing same shall be deemed to be
      surrendered to and for the benefit of Verb together with all dividends or
      distributions thereon held for the former holder of such former common
      shares.

5.8   All dividends paid or distributions made in respect of Vend-In Shares to
      be issued to a former holder of a Merging CPC's former common shares for
      which a certificate representing the Vend-In Shares has not been delivered
      to such former holder in accordance with section 5.4 herein (an
      "Untendered Share") shall be paid or delivered to such Depositary, to be
      held in trust for such former holder for delivery to such former holder
      (subject to section 5.6 herein), net of all withholding and other taxes,
      upon delivery of the certificate representing such Vend-In Shares in
      accordance with section 5.4 herein.

      In the event there shall be (i) a reclassification of Verb's outstanding
      common shares, a change in Verb's common shares into other shares or
      securities, a subdivision or consolidation of Verb's common shares into a
      greater or lesser number of common shares, or any other capital
      reorganization of Verb, or (ii) a consolidation, amalgamation or merger of
      Verb with or into any other corporation other than a consolidation,
      amalgamation or merger which does not result in any reclassification of
      Verb's outstanding common shares or a change in Verb's common shares into
      other shares or securities (any of such events being called a "Capital
      Reorganization"), any persons entitled to Untendered Shares shall be
      entitled to receive, at no additional cost, and shall accept in lieu of
      the number of Untendered Shares to which such person was theretofore
      entitled to acquire, the aggregate number of shares, other securities or
      other property which such person should have been entitled to receive as a
      result of such Capital Reorganization if, on the effective date or record
      date thereof as the case may be, such person had held the number of
      Untendered Shares to which such person was theretofore entitled to acquire
      pursuant to the Arrangement. If determined appropriate by Verb acting
      reasonably, appropriate adjustments shall be made in the application of
      the provisions set forth herein with respect to the rights and interests
      of such person in respect of a Capital Reorganization, to the end that the
      provisions set forth herein shall correspond as nearly as may be
      reasonably possible to the effect of the Capital Reorganization with
      regard to the Untendered Shares pursuant to the Arrangement. Any such
      adjustment made by and approved by the directors of Verb shall for all
      purposes be conclusively deemed to be an appropriate adjustment.

                                   ARTICLE 6
                                RIGHTS OF DISSENT

6.1   Notwithstanding Article 4, Shareholders of a Merging CPC may exercise a
      right of dissent (the "Right of Dissent") pursuant to the provisions of
      the Interim Order and this Article 6.


<PAGE>

                                      -5-


6.2   A Shareholder who wishes to exercise his or her Right of Dissent must give
      written notice of his or her dissent (a "Notice of Dissent") to the
      applicable Merging CPC by depositing such Notice of Dissent with the
      Merging CPC, or mailing it by registered mail, c/o Anfield Sujir Kennedy &
      Durno at 1600 - 609 Granville Street, Vancouver, British Columbia, V7Y
      1C3, marked to the attention of Jeff Durno, or by personally serving it on
      any director or officer of the respective Merging CPC, in all cases not
      later than 48 hours before the Meetings. To be valid, a Notice of Dissent
      must:

      (a)   state that the Shareholder is exercising its Right of Dissent; and

      (b)   specify the number of Millennium Shares or Lattice Shares (which
            must not be less than all of the Millennium Shares or Lattice Shares
            held by such person) in respect of which such Shareholder is
            exercising its Right of Dissent.

6.3   The giving of a Notice of Dissent does not deprive a Shareholder of its
      right to vote at the applicable Meeting against the resolution approving
      the Arrangement. A vote against such resolution or the execution or
      exercise of a proxy does not constitute a Notice of Dissent.

6.4   A Shareholder is not entitled to exercise a Right of Dissent with respect
      to any Millennium Shares or Lattice Shares, as the case may be, if the
      Shareholder votes (or instructs or is deemed, by submission of any
      incomplete proxy, to have instructed its proxyholder to vote) in favour of
      the resolution approving the Arrangement. A Shareholder, however, may vote
      as proxy for a Shareholder whose proxy requires an affirmative vote,
      without affecting his or her right to exercise the Right of Dissent.

6.5   If the resolution approving the Arrangement is passed by the applicable
      CPC, the applicable Merging CPC will give each Shareholder that has
      delivered a valid Notice of Dissent (being the "Dissenting Shareholders")
      prior notice of its intention to act (a "Notice of Intention to Act") on
      such resolution.

6.6   On receiving a Notice of Intention to Act in accordance with Section 6.5,
      the Dissenting Shareholder is entitled to require the applicable Merging
      CPC to purchase all of the Millennium Shares or Lattice Shares in respect
      of which the Notice of Dissent was given.

6.7   The Dissenting Shareholder may only exercise the right under Section 6.6
      by delivering to the applicable Merging CPC, at the address specified in
      Section 6.2 within 14 days after the Merging CPC gives the Notice of
      Intention to Act in accordance with Section 6.5:

      (a)   a notice that he or she requires the Merging CPC to purchase all the
            Millennium Shares or Lattice Shares referred to in Section 6.6; and

      (b)   the share certificate(s) representing all the Millennium Shares or
            Lattice Shares referred to in Section 6.6,

and thereupon the Dissenting Shareholder is bound to sell those Millennium
Shares or Lattice Shares, as applicable, to the applicable Merging CPC and such
Merging CPC is bound to purchase them.

6.8   The price to be paid to the Dissenting Shareholder for his or her
      Millennium Shares or Lattice Shares will be their fair value as of the day
      before the date on which the resolution referred to in



<PAGE>

                                      -6-



      Section 6.4 was passed and every Dissenting Shareholder who has complied
      with Section 6.7 will be paid the same price.

6.9   The fair value of the Millennium Shares or the Lattice Shares, as the case
      may be, shall be determined in accordance with the provisions of the
      Interim Order and the Company Act (British Columbia).

6.10  Any notice required to be given by a Merging CPC or a Dissenting
      Shareholder to the other in connection with the exercise of the Right of
      Dissent will be deemed to have been given and received, if delivered, on
      the day of delivery, or, if mailed, on the earlier of the date of receipt
      and the fifth business day after the day of mailing, or, if sent by
      telecopier or other similar form of transmission, the first business day
      after the date of transmittal.

6.11  A holder of Millennium Shares or Lattice Shares who:

      (a)   properly exercises the Right of Dissent by complying with all of the
            procedures (the "Dissent Procedures") required to be complied with
            by a Dissenting Shareholder, will

            (i)     be bound by the provisions of this Section 6.11;

            (ii)    be deemed not to have participated in the Arrangement;

            (iii)   as of the Effective Date, cease to have any right as a
                    Shareholder other than the right to be paid the fair value
                    of the Millennium Shares or Lattice Shares by the applicable
                    Merging CPC in accordance with the Dissent Procedures; or

      (b)   seeks to exercise the Right of Dissent, but

            (i)     who for any reason does not properly fulfill each of the
                    Dissent Procedures required to be completed by a Dissenting
                    Shareholder; or

            (ii)    subsequent to giving his or her Notice of Dissent acts
                    inconsistently with such dissent;

will be deemed to have participated in the Arrangement on the same basis as each
non-dissenting Shareholder and will be issued, as of the Effective Date, such
Vend-In Shares as it is entitled to on the basis determined in accordance with
Article 4.

                                   ARTICLE 7
                                   AMENDMENTS

7.1   Verb and each of the CPC's may, at any time and from time to time before
      the Effective Time, vary, amend, modify or supplement this Plan of
      Arrangement (including the Schedules hereto), provided the Court approves
      the Plan of Arrangement as so varied, amended, modified or supplemented.



<PAGE>



                                  SCHEDULE "B"
                        VERB CONVERTIBLE SECURITYHOLDERS

            to the Arrangement Agreement between Verb Exchange Inc.,
            Millennium Ventures Ltd. and Lattice Capital Corporation




OUTSTANDING WARRANTS
--------------------

132,000 warrants exercisable at $0.35 until March 27, 2004

990,138 warrants exercisable at $0.80 until April 23, 2003; Verb Exchange Inc.
has made application to amend the terms of these warrants to reduce their
exercise price to $0.35 and to extend their expiry date for an additional year.
The amendment of these warrants remains subject to regulatory approval.

200,000 warrants exercisable at $0.75 until November 11, 2003

25,000 warrants exercisable at US$5.00 until November 15, 2003

30,000 warrants exercisable at $1.25 until November 30, 2003

1,000,000 warrants exercisable at $1.25 until May 11, 2004

748,700 warrants exercisable at $0.80 until September 30, 2003

843,530 warrants exercisable at $0.80 until November 11, 2003

149,200 warrants exercisable at $0.80 until November 11, 2003



OUTSTANDING STOCK OPTIONS
-------------------------

An aggregate of 1,642,000 options exercisable at $0.50 until November 12, 2007.