LIMITED PARTNERSHIP AGREEMENT



     THIS AGREEMENT dated as of the 29th day of May 2003

AMONG:

     Avante  Security  inc., a  corporation  incorporated  under the laws of the
     Province of Ontario

     ("Avante")

     - and -

     Nafund Inc., a corporation  incorporated  under the laws of the Province of
     Ontario

     ("Nafund")

     - and -

     3077118 Nova Scotia IJLC, an unlimited  liability  company formed under the
     laws of the Province of Nova Scotia

     ("Synx")

     (collectively, the "Limited Partners" and individually a "Limited Partner")

     -~ and -




     Secure  724 GP  Ltd.,  a  corporation  incorporated  under  the laws of the
     Province of Ontario

     (the "General Partner")



     WHEREAS the General Partner and the Limited  Partners have formed a limited
partnership  under the laws of the Province of Ontario under the name Secure 724
LP by filing and recording the Declaration on May 29, 2003;

     AND WHEREAS the  Partnership has been formed for the purpose of carrying on
the Partnership Business.

     NOW THEREFORE this Agreement  witnesses that in consideration of the mutual
covenants  and  agreements  which it  contains  and for other good and  valuable
consideration (the sufficiency and receipt of which is acknowledged) the parties
agree that:


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                    ARTICLE 1- DEFINITIONS AND INTERPRETATION



1.1 Definitions.  In this Agreement, except as otherwise expressly provided, the
following words or expressions shall have the following meanings:

     (a)  "Act" means the Limited Partnerships Act (Ontario), as amended.

     (a)  "Affiliate"  mans  an  affiliate  as  defined  in the  Securities  Act
          (Ontario), as     amended.

     (b)  "Associate"  means an  associate  as  defined  in the  Securities  Act
          (Ontario), as amended.

     (c)  "arm's length" shall have the meanings  attributed to such term in the
          Income Tax Act (Canada), as amended.

     (b)  "Cash  Available  for  Distribution"  means  cash  available  from the
          Partnership's  business operations and interim investments,  after (i)
          paying the general expenses and current liabilities of the Partnership
          and (ii) funding the Reserve Account.

     (d)  "Capital  Contribution"  means the aggregate amount contributed to the
          Partnership by a Partner.

     (e)  "Closing  Date" means the date on which the  Interests  are s6ld and a
          Declaration is filed.

     (f)  "Comco  License" means the license  agreement  between the Partnership
          and Comco Technologies inc. dated the Closing Date.

     (g)  "Confidential  Information" means non-public material known or used by
          the  Partnership  in  connection  with  its  business,  including  all
          confidential  records,  all trade secrets  concerning  the business or
          affairs  of the  Partnership,  information  relating  to any  product,
          equipment or machine,  information about the  Partnership's  customers
          and its markets and marketing plans,  information about or relating to
          the  Partnership's   potential   business   ventures,   any  financial
          information  relating  to  the  Partnership,   but  does  not  include
          information  (i) which was known to a Partner prior to its involvement
          with the Partnership,  (ii) which is or becomes generally available to
          the  public   and  (iii)   becomes   available   to  a  Partner  on  a
          non-confidential basis from a source other than the Partnership.

     (h)  "Control"  means,  with  respect to any  corporation,  the  ownership,
          beneficially and legally,  of voting securities in the capital of such
          corporation, to which are attached more than 50% of the votes that may
          be cast to elect to directors of such  corporation  and such votes are
          sufficient to elect a majority of the directors thereof.


<PAGE>



     (i)  Declaration" means the declaration of limited  partnership,  as it may
          be amended from time to time, filed pursuant to this Agreement and the
          requirements of the Act.

     (j)  "GAAP" means Canadian generally accepted accounting principles.

     (k)  "General  Partner"  means,  at any particular  time, the party to this
          Agreement  who has  executed the  agreement as General  Partner and is
          then holding office as General Partner.

     (1)  "interest" means the right,  title and interest of a Partner in and to
          the  Partnership at any particular  time pursuant to the provisions of
          this Agreement. (m) "investors" means Nafund and/or Synx.

     (n)  "Limited Partner" means, at any particular time, a Person who is shown
          on the  Declaration  as a limited  partner at such time. (o) "Manager"
          means Avante Security Inc., a corporation  incorporated under the laws
          of Ontario, and any successor manager under the Services Agreement.

     (p)  "Ordinary  Resolution"  means  a  resolution  approved  by  all of the
          Limited Partners, in person or by proxy, at a duly constituted meeting
          of Partners, or at any adjournment thereof,  called in accordance with
          this Agreement.

     (q)  "Partner" means the General Partner or any Limited Partner.

     (r)  "Partnership  Debt" means indebtedness that is owed by the Partnership
          to a  Person  for  advances  or  loans  made  by  the  Person  to  the
          Partnership in accordance with the provisions thereof.

     (s)  "Partnership"  means the limited  partnership  as  constituted  and as
          amended in accordance with this Agreement.

     (t)  "Partnership   Business"   means  the  business  of:  (i)  developing,
          modifying, and enhancing the Secure 7/24 Software Programs (as defined
          in the Purchase  Agreement)  and the  Intellectual  Property  (also as
          defined in the Purchase  Agreement)  relating  thereto  including with
          respect to software, code, modules, tools or applications allowing for
          the interface of such software programs with other products;  and (ii)
          manufacturing,   servicing,   supporting,  selling,  distributing  and
          otherwise  conveying  the  products  referenced  in item (i) above and
          includes for greater certainty the Comco License.

     (u)  "Percentage  Interest"  means the  interest of each of the Partners in
          the Partnership expressed as the percentage set out in section 6.2, as
          amended only in accordance with the terms of this agreement.


<PAGE>

     (v)  "Person"  means  an  individual,  sole  proprietorship,   partnership,
          unincorporated     association,      unincorporated      organization,
          unincorporated syndicate,  trust, body corporate, and a natural person
          in his or her capacity as trustee,  executor,  administrator  or other
          legal or personal representative.

     (w)  "Permitted Transferee" of any Partner means:

          (i)  in the case of Avante, a corporation of which Emmanuel Mounouchos
               is, directly or indirectly, at all times the legal and beneficial
               owner  of  shares  carrying  at  least  51%  of  the  issued  and
               outstanding  voting rights of such  corporation,  which votes are
               sufficient,  if  exercised,  to elect a majority  of the board of
               directors of such corporation; and

          (ii) in the case of an Investor, (A) any Affiliate of Nafund or Nafund
               Administrators Inc., (B) any Associate of any of the directors or
               officers  of the Persons in (A),  (C) any Person to which  Nafund
               Administrators  Inc. or its Affiliate  provides financial advice,
               (D) Synergx Systems Inc. or any of its Affiliates, or (B) another
               Investor, provided that for clauses (A) to (B) either Fred Litwin
               or Mark Litwin is associated  or involved in a material  capacity
               with such Permitted Transferee.

     (c)  "Purchase Agreement" means an asset purchase agreement dated as of the
          Closing  Date between the  Partnership  and Avante  providing  for the
          acquisition by the Partnership of certain assets from Avante.

     (x)  "Promissory   Note"  means  the  promissory   note(s)  issued  by  the
          Partnership  in  connection  with  loans  made to the  Partnership  in
          substantially  the  form  set out in  Schedule  B,  such  loans  to be
          recourse only to the assets of the  Partnership  and not to the assets
          of any of the Partners.

     (y)  "Reserve  Account"  means the account  maintained  by the  Partnership
          pursuant to section 9.10.

     (z)  "Services Agreement" means an agreement to be entered into on or prior
          to the Closing Date between the Manager and the  Partnership  pursuant
          to which the Manager will be  responsible  for the  management  of the
          operations of the Partnership.

     (aa) "Shareholders  Agreement"  means the  shareholders  agreement  for the
          General  Partner  between  Pivotal Power Corp.,  Caldwell  Acquisition
          Group Ltd. and the General Partner dated the Closing Date.

     (bb) "Third  Party" in  respect  of any  Person,  means any bona fide third
          party dealing at arm's length with the Person.

     (cc) "Third Party Offer" means a bonafide offer from a Third Party.


<PAGE>

     (dd) "Transfer"  includes any sale,  exchange,  assignment,  gift, bequest,
          mortgage,   charge,  pledge,  grant  of  security  interest  or  other
          arrangement by which possession,  legal title or beneficial ownership,
          directly or indirectly, passes from one person to another.



1.2 Construction. In this Agreement, except as otherwise expressly provided:

     (a)  All words and personal  pronouns  relating  thereto  shall be read and
          construed as the number and gender of the party or parties require and
          the verb shall be read and  construed  as agreeing  with the  required
          word and pronoun.

     (b)  The division of this  Agreement into articles and sections and the use
          of headings is for  convenience of reference only and shall not modify
          or affect the  interpretation or construction of this Agreement or any
          of its provisions.

     (c)  When  calculating  the period to time within which or following  which
          any act is to be done or step taken  pursuant to this  Agreement,  the
          date which is the  reference day in  calculating  such period shall be
          excluded.  If the last day of such period is a  non-business  day, the
          period in question shall end on the next succeeding business day.

     (d)  All dollar amounts are expressed in Canadian funds.

     (e)  Any  accounting  terms  that  are not  specifically  defined  shall be
          construed  inaccordance with Canadian  generally  accepted  accounting
          principles.

                              ARTICLE 2- FORMATION

2.1 Formation.  The Partners  hereby agree to form the Partnership in accordance
with the Act and this Agreement.

2.2 Name. The  Partnership  shall carry on business under the name Secure 724 LP
or such  other  name as the  General  Partner  may from time to time  determine,
provided the use of such name conforms to all applicable laws.

2.3 Place of Business.  The principal place of business of the Partnership shall
be  located in the  Province  of Ontario at 1959  Leslie  Street,  Toronto.  The
Partnership  may change the location of its principal  place of business  within
the Province of Ontario. The General Partner shall give notice in writing to the
Limited  Partners  of any  change  in the  principal  place of  business  of the
Partnership.

2.4 Fiscal Year. The fiscal year of the Partnership shall end on March 31.


<PAGE>



                        ARTICLE 3- PERIOD OF PARTNERSHIP


3.1  Commencement.  The  Partnership  shall be  formed  and its  business  shall
commence with the filing of the initial Declaration.

3.2 Date of  Termination.  The  Partnership  shall be dissolved  and its affairs
wound-up at the time specified in and in accordance with article 12.

3.3 Events Not Causing  Dissolution.  Subject to the provisions of section 12.1,
the  Partnership   shall  not  be  dissolved  or  terminated  by  the  addition,
resignation, removal, death, mental incapacity, insanity, bankruptcy, insolvency
or receivership of any Partner or by the dissolution,  liquidation or winding up
of any Limited Partner.


                ARTICLE 4- BUSINESS AND POWERS OF THE PARTNERSHIP

4.1 Business.  The Partnership  shall carry on the Partnership  Business and may
carry on any business incidental thereto or in furtherance thereof.

4.2 Powers and  Restrictions.  In connection with carrying on its business,  the
Partnership  shall have the power to do and perform all things  necessary for or
incidental  to or  connected  therewith,  provided,  however,  except  as may be
authorized  by a  Ordinary  Resolution,  the  Partnership  shall not at any time
engage in any business other than that set out in section 4.1.

4.3 Limited Authority of Limited Partner.  No Limited Partner in its capacity as
a Limited Partner shall:

     (a)  take  part  in  the  management  or  control  of the  business  of the
          Partnership;

     (b)  execute any document  which binds or purports to bind the  Partnership
          or any Partner;

     (c)  hold  itself  out as  having  the  power  or  authority  to  bind  the
          Partnership or any Partner;

     (d)  undertake  any   obligation  or   responsibility   on  behalf  of  the
          Partnership; or

     (e)  bring any action for partition or sale in connection with the property
          or other  assets of the  Partnership,  whether  real or  personal,  or
          register or permit any lien or charge in respect of such property.


                               ARTICLE 5- LIABILITY OF PARTNERS

5.1 Limited  Partners.  The  liability  of each  Limited  Partner for the debts,
liabilities, obligations and losses of the Partnership is limited to the Capital
Contribution   of  that  Limited   Partner  plus  its  pro  rata  share  of  the
undistributed income of the Partnership. Subject to the provisions of the Act, a
Limited  Partner  shall have no  further  liability  or any debts,  liabilities,
obligations  or losses of the  Partnership  and,  other than as provided in this
Agreement,  shall  not be  liable  for  any  calls  or  assessments  or  further
contributions to the Partnership.

5.2 General Partner.  The General Partner shall have unlimited liability for all
the debts, liabilities,  obligations and losses of the Partnership.  The General
Partner is not liable to the Limited Partners for any of its acts,  omissions or
errors in  judgment,  except  those  resulting  from  gross  negligence,  wilful
misconduct  or disregard of its  obligations  or breach of its duties under this
Agreement.

5.3 Indemnification of General Partner.  Provided that the General Partner shall
have acted in good faith and within the scope of its authority,  the Partnership
shall indemnify and hold the General Partner  harmless from any loss,  damage or
expense  (including  reasonable legal fees) incurred by the General Partner as a
result of or arising out of any acts  performed or failure or omission to act by
the  General  Partner  on behalf of the  Partnership  or in  furtherance  of the
interests of the  Partnership.  In no event,  however,  shall the Partnership be
required to  indemnify  or save the  General  Partner  harmless  from any act or
omission  involving  gross  negligence,  wilful  misconduct  or disregard of its
obligations or breach of its duties under this Agreement.

5.4 Indemnification of Limited Partners. The General Partner shall indemnify and
hold harmless each Limited Partner for all costs, damages, liabilities, expenses
or losses  suffered or incurred by a Limited  Partner  that result from or arise
out of the  Limited  Partner  not  having a limit to its  limited  liability  as
required by section 5.1, other than any lack of limited  liability caused by any
act or omission of the Limited Partner.


                      ARTICLE 6- CAPITAL AND ADDITIONAL FINANCING

6.1  Contributions of the Partners.  The General Partner has contributed $100 in
consideration  of its  Interest,  and shall not be  required to make any further
capital contributions to the Partnership.  The Limited Partners have contributed
the following in consideration of their Interests:

----------------------------- -------------------------------------------------
 Name of Limited Partner                        Contribution
----------------------------- -------------------------------------------------
          Avante                 All of the assets transferred pursuant to

                                           the Purchase Agreement
----------------------------- -------------------------------------------------
          Nafund                       $225,000 Capital Contribution
----------------------------- -------------------------------------------------
           Synx                           $25,000 Partnership Debt
----------------------------- -------------------------------------------------


<PAGE>


6.2 Percentage  luterest.  Each Partner's Percentage Interest in the Partnership
on the date hereof  (following  the assignment on the date hereof of one half of
Nafund's Percentage Interest to Synx) is as set out opposite its name below:



------------------------ -------------------------------------------------
  Name of Partner                      Percentage Interest
------------------------ -------------------------------------------------
      Avante                                49.999% -
------------------------ -------------------------------------------------
      Nafund                                 24.9995%
------------------------- -------------------------------------------------
       Synx                                  24.9995%
------------------------ -------------------------------------------------
  General Partner                             0.002%
------------------------ -------------------------------------------------




Each Partner's Percentage Interest shall only be amended as provided for in this
Agreement or as agreed to in writing by each of the Partners  from time to time.
For greater certainty, a Limited Partner's Percentage Interest may be amended as
a result of  additional  Capital  Contributions  made (or not made)  pursuant to
sections 6.3 or 6.4.

6.3       Subsequent Advances.

     (a)  First Milestones

          (i)  Avante  shall  notify  Nafund  in  writing  when the  Partnership
               completes  the  First Set of  Milestones  set out in  Schedule  A
               attached.  If within 15 days of the  notice  from  Avante  Nafund
               agrees that such milestones  have been  completed,  the Investors
               shall  advance  or  arrange  to  have  advanced  $175,000  to the
               Partnership  by way of a  Promissory  Note and  $75,000 by way of
               Capital Contribution. If Nafund and Avante do not agree that such
               milestones  have been met, either Nafund or Avante shall have the
               option of  submitting  the  matter,  within 30 days of the notice
               from Avante,  to an arbitrator  as provided in paragraph  (d). If
               the $250,000 is not advanced within 30 days of Nafund agreeing or
               the  arbitrator  determining,  as  the  case  may  be,  that  the
               milestones  have been met,  the  Investors'  Percentage  Interest
               shall be reduced from 49.999% to 24.9995% and Avante's Percentage
               Interest  shall be increased  from  49.999% to  74.9985%.  If the
               arbitrator  determines  that the milestones have not been met and
               the  applicable  time  period set out in  Schedule A has  passed,
               paragraphs  (a) and (b) of  section  6.3  shall be  deemed  to no
               longer  apply,  there  shall  be no  changes  to  the  Percentage
               Interests  under such  paragraphs,  and  Nafund and Avante  shall
               consider   alteruative   milestones   and   alternative   funding
               arrangements in connection  with a revised  business plan for the
               Partnership,  provided that if the applicable time period set out
               in Schedule A has not passed,  Avante shall have the  opportunity
               to complete the First Set of  Milestones  within such time period
               and if  Avante  provides  another  notice to  Nafund  under  this
               paragraph prior to the expiration of such time,


<PAGE>









               paragraphs  (a) and (b) of section 6.3 shall  continue to apply
               for the purpose of determining the outcome of such second notice.

          (ii) if Avante does not notify Nafund that such  milestones  have been
               met within the  applicable  time period set out in Schedule A, at
               Nafund's option, either (A) paragraphs (a) and (b) of section 6.3
               shall be deemed to no longer apply,  there shall be no changes to
               the Percentage  Interests under such  paragraphs,  and Nafund and
               Avante shall  consider  alternative  milestones  and  alternative
               funding  arrangements in connection with a revised  business plan
               for the Partnership, or (B) Nafund shall have the right to submit
               the matter to an  arbitrator  as  provided in  paragraph  (d) who
               shall determine whether such milestones have been met. If, in the
               case of (B), the arbitrator  determines that such milestones have
               been  met,  the  Investors  shall  have  the  right  (but not the
               obligation)  to advance the $250,000 to the  Partnership,  and if
               the arbitrator determines that such milestones have not been met,
               paragraphs  (a) and (b) of  section  6.3  shall be  deemed  to no
               longer  apply and there  shall be no  changes  to the  Percentage
               Interests under such  paragraphs,  provided that if the Investors
               choose  not to  advance  the  $250,000  to the  Partnership,  the
               Percentage  Interests  shall be  amended in the manner set out in
               paragraph (a)(i).

     (b)  Second Milestones

          (i)  Avante  shall  notify  Nafund  in  writing  when the  Partnership
               completes  the Second  Set of  Milestones  set out in  Schedule A
               attached.  If within 15 days of the  notice  from  Avante  Nafund
               agrees that such milestones  have been  completed,  the Investors
               shall  advance  or  arrange  to have  advancedo  $100,000  to the
               Partnership  by way of a  Promissory  Note and $200,000 by way of
               additional  Capital  Contribution,  if Nafund  and  Avante do not
               agree that such milestones have been met, either Nafund or Avante
               shall have the option of submitting the matter, within 30 days of
               the notice from Avante, to an arbitrator as provided in paragraph
               (d).  If the  $300,000  has not been  advanced  within 30 days of
               Nafund  agreeing or the arbitrator  determining,  as the case may
               be, that the milestones have been met, the Investors'  Percentage
               Interest  shall be reduced  from  49.999% to 34.999% and Avante's
               Percentage  Interest  shall be increased from 49.999% to 64.999%.
               If the arbitrator  determines  that the milestones  have not been
               met and the  applicable  time  period  set out in  Schedule A has
               passed, paragraph (b) of section 6.3 shall be deemed to no longer
               apply,  there  shall be no  changes to the  Percentage  Interests
               under such  paragraph,  and  b4afund  and Avante  shall  consider
               alternative  milestones and alternative  funding  arrangements in
               connection  with a  revised  business  plan for the  Partnership,
               provided that if the applicable time period set out in Schedule A
               has not passed, Avante shall have the opportunity to complete the
               Second Set of Milestones  within such time and if Avante provides
               another  notice  to  Nafund  under  this  paragraph  prior to the
               expiration  of such  time,  paragraph  (b) of  section  6.3 shall
               continue to apply for the purpose of  determining  the outcome of
               such second notice.


<PAGE>
          (ii) If Avante does not notify Nafund that such  milestones  have been
               met within the  applicable  time period set out in Schedule A, at
               Nafund's option, either (A) this paragraph (b) shall be deemed to
               no longer  apply,  there  shall be no changes  to the  Percentage
               Interests  under such  paragraph,  and  Nafund  and Avante  shall
               consider   alternative   milestones   and   alternative   funding
               arrangements in connection  with a revised  business plan for the
               Partnership,  or (B)  Nafund  shall  have the right to submit the
               matter to an  arbitrator  as provided in paragraph  (d) who shall
               determine  whether such milestones have been met. If, in the case
               of (B), the arbitrator  determines that such milestones have been
               met, fhe Investors  shall have the right (but not the obligation)
               to  advance  or arrange to have  advanced  the  $300,000  to the.
               Partnership,   and  if  the  arbitrator   determines   that  such
               milestones have not been met,  paragraph (b) of section 6.3 shall
               be deemed to no longer apply and there shall be no changes to the
               Percentage  Interests under such paragraph,  provided that if the
               Investors  choose not to advance  the  $300,000,  the  Percentage
               Interests  shall be amended  in the  manner set out in  paragraph
               (b)(i).

     (c)  Nafund  and the  General  Partner  agree  that  if any of the  amounts
          referred  to in  paragraphs  (a) or (b) are not  advanced,  Nafund and
          Avante shall consider  alternative  milestones and alternative funding
          arrangements  in  connection  with a  revised  business  plan  for the
          Partnership.

     (d)  Any  dispute  that a  Partner  wishes  to  submit  to  arbitration  as
          contemplated in this section 6.3 shall be submitted  within 10 days to
          a single arbitrator  mutually  agreeable to the parties.  In the event
          that the parties are unable to agree on the selection of an arbitrator
          within such 10 day period, the dispute shall,  within an additional 10
          day period  thereafter,  be  submitted  to  arbitration  in Toronto in
          accordance  with the rules then  prevailing  of the  Arbitrations  Act
          (Ontario).  The cost of engaging an arbitrator,  or of any arbitration
          proceeding, as the case may be, shall be borne by the Partnership. The
          final  determination  of the  arbitrator  shall be in writing  and the
          parties agree to be bound by such determination  without resort to any
          other legal or equitable remedies or proceedings.

6.4 Subsequent  Financings.  Any and all amounts in excess of the  Partnership's
available  cash which are  required  from time to time for the  purposes  of the
business  of the  Partnership  shall  be  obtained  either  by way of  loans  at
commercially  competitive  rates or by  additional  Capital  Contributions.  The
decision  as to  whether or not such  funds are  required,  from whom such funds
shall be  obtained,  and the terms and  conditions  of such  financing  shall be
determined  by the General  Partner.  If the  General  Partner  determines  that
additional debt or capital (the "Additional Financing") is required, the General
Partner  shall notify each Limited  Partner  advising  them of the amount of the
Additional  Financing required and the proposed terms thereof,  and each Limited
Partner  shall  have  the  right to  contribute  its pro  rata  (based  on their
respective Percentage Interest at such time) portion of the Additional Financing
at the same price and on the same  terms as the  Additional  Financing  is being
proposed to be  obtained.  If any Limited  Partner  does not,  within 30 days of
receiving such notice, subscribe for its proportion of the Additional Financing,
the other Limited  Partners shall have the right to subscribe for some or all of
the unsubscribed Additional Financing on a pro rata basis.

6.5  Certificate.  Upon request of a Partner,  the General Partner shall issue a
certificate to the Partner  evidencing the Partner's  ownership  interest in the
Partnership in a form signed and approved by the General Partner.


                               ARTICLE 7- ACCOUNTS

7.1 Capital Account. There shall be established for each Partner on the books of
account of the  Partnership  a capital  account that shall be credited with each
Partner's Capital  Contribution  which shall not be credited or charged with the
net income or loss of the Partnership,  nor with  distributions made to Partners
except  distributions  to the Partners on final  liquidation of the Partnership.
Additional capital accounts may also be established as determined by the General
Partner.

7.2 Loan Account.  There shall be  established  for each Partner on the books of
account of the  Partnership  a loan  account  which shall be credited  with each
Partner's  loans or advances  made from time to time to the  Partnership  (other
than capital  contributions made and specifically  designated as such), together
with any accrued but unpaid interest thereon. The loan accounts shall be debited
for any repayments made by the  Partnership of such loans,  advances or interest
thereon.

7.3 No Right to Withdraw  Amounts.  No Partner  shall have the right to withdraw
any amount or receive any distribution from the Partnership, except as expressly
provided in this Agreement.


                      ARTICLE 8- ALLOCATIONS AND DISTRIBUTIONS

8.1  Determination  and Allocation of Net Income or Loss. The net income or loss
of the  Partnership  for each fiscal year shall be determined by the auditors or
accountants of the Partnership in accordance with generally accepted  accounting
principles  and  shall be  allocated  for  accounting  and tax  purposes  to the
Partners in proportion to the Percentage Interest held by them as of the date on
which the allocation is made.

8.2 Determination and Allocation of Cash Available for Distribution.  At the end
of each fiscal quarter of the  Partnership,  the General Partner shall determine
Cash  Available  for  Distribution.  Cash  Available for  Distribution  shall be
allocated and distributed in the following order of priority:

     (a)  first,  to the repayment of any  Promissory  Notes in accordance  with
          their terms; and

     (b)  second,   to  pay  the  Limited  Partners  the  remaining  balance  in
          accordance  with the Percentage  interests held by them as of the date
          on which the allocation is made.

Allocations made under this section shall be distributed within 10 days of the
end of each fiscal quarter.


8.3 Repayment. If the Partnership has paid any Partner an amount in excess of an
amount to which he is entitled  pursuant to this  article,  that  Partner  shall
reimburse the Partnership to the extent of the excess without interest within 30
days after notice by the General  Partner.  The General  Partner may set-off and
apply any sums  otherwise  payable  to a Partner  against  amounts  due from the
Partner,  provided  that there  shall be no right of  set-off  against a Limited
Partner in respect of amounts owed to the Partnership by the predecessor of that
Limited Partner.

8.4 Return of  Capital  Contributions.  All  Partners  shall look  solely to the
assets  of  the  Partnership  for  the  return  of  their   respective   Capital
Contributions or any other distributions with respect to their Interests. If the
assets  remaining  after  payment or  discharge,  or  provision  for  payment or
discharge,  of the debts and liabilities of the Partnership are  insufficient to
return  the  Capital  Contributions  or to make any  other  distribution  to the
Partners,  no Partner shall have any recourse against the personal assets of any
other  Partner  for that  purpose  except in respect of the  obligations  of the
General Partner pursuant to section 5.2.


                      ARTICLE 9- MANAGEMENT OF THE PARTNERSHIP

9.1  Representations,  Warranties and Covenants of General Partner.  The General
Partner represents, warrants and covenants to each Limited Partner that, so long
as it is the General Partner, it:

     (a)  is and will  continue to be a  corporation  duly  existing and in good
          standing;

     (b)  is and will continue to be duly  registered  and qualified to carry on
          business and has and will  continue to have all  requisite  authority,
          licences and permits to carry on the business of the Partnership;

     (c)  has and will continue to have the capacity and corporate  authority to
          act as the General Partner of the Partnership;

     (d)  can fulfill its obligations as General  Partner without  violating the
          terms of its constating documents,  by-laws, Shareholders Agreement or
          any  agreement  to which it is or will be a party or by which it is or
          will be bound or any law or regulation applicable to it;

     (e)  will carry out its powers and authorities as General Partner hereunder
          and manage and operate the Partnership and the  undertaking,  property
          and assets thereof in a reasonable and prudent manner;

     (f)  will  devote  as  much  time to the  conduct  of the  business  of the
          Partnership  as is reasonably  required for the prudent  management of
          the business and affairs of the Partnership; and

     (g)  will not  dissolve,  wind-up or  liquidate  its  business  and affairs
          except  with  the  approval  of  the  Limited   Partners  by  Ordinary
          Resolution.


9.2 Management of the General  Partner:  The business and affairs of the General
Partner shall be governed by the terms of the Shareholders Agreement.

9.3 Duties of General  Partner.  The General Partner shall carry on the business
of the Partnership with full power and authority to manage, control,  administer
and operate the business  and affairs of the  Partnership  and to represent  the
Partnership.  The power of the General  Partner to represent the  Partnership to
third parties is unrestricted  and no Person dealing with the Partnership  shall
be required to enquire into the authority of the General Partner to take any act
or  proceeding,  to make any decision or to execute and deliver any  instrument,
deed, agreement or document for or on behalf or in the name of the Partnership.

9.4 Powers of General  Partner.  Subject to the provisions of this Agreement and
the  Shareholders  Agreement,  the General  Partner has full power and exclusive
authority for and on behalf of the  Partnership  to do all things in furtherance
of or incidental to the business of the  Partnership or that are provided for in
this  agreement  including  entering  into the Purchase  Agreement and the Comco
License.

9.5 Borrowing Power.  Without limiting the generality of section 9.4 and subject
to section 6.4, the General  Partner has full power and exclusive  authority for
and on  behalf  of the  Partnership  to borrow  money  for the  business  of the
Partnership and, from time to time,  without limit as to amount,  to draw, make,
execute  and  issue  promissory  notes,  evidences  of  indebtedness  and  other
negotiable  or  non-negotiable  instruments,  secure the  payment of the sums so
borrowed,  mortgage, pledge, charge, assign and hypothecate,  or assign in trust
all or any part of or any interest in the undertaking, property or assets of the
Partnership or assign any money owing or to be owing to the  Partnership  and to
engage in any other means of financing.

9.6  Exercise  of Powers and  Discharge  of Duties.  The General  Partner  shall
exercise the powers and  discharge  the duties of its office  honestly,  in good
faith and in the best interests of the Limited Partners and the Partnership. The
General  Partner  shall be entitled  to retain,  at its own  expense,  advisers,
experts  or  consultants  to assist it in the  exercise  of its  powers  and the
performance of its duties including entering into the Services Agreement.

9.7  Delegation.  The General  Partner may contract with any person to carry out
any of the duties of the General Partner under this Agreement,  and may delegate
to such Person any power and authority of the General Partner hereunder,  but no
such  contract or  delegation  will  relieve  the General  Partner of any of its
obligations under this Agreement,  and no such contract shall be entered into by
the General Partner unless the other party to the contract agrees to be bound by
the  provisions of this article 10 as if it, and not the General  Partner,  were
referred to therein.

9.8 Commingling of Funds.  The funds and assets of the Partnership  shall not be
commingled with the funds or assets of any other Person.

9.9 Insurance.  The General Partner shall purchase and maintain,  or cause to be
purchased and maintained,  in the name of the Partnership,  liability,  casualty
and other  insurance on the  operations  and assets of the  Partnership  of such
types and  coverages  as are  customary in Canada for the type of business to be
carried on by the Partnership.


9.10 Reserves.  The General  Partner shall  endeavour to maintain in the Reserve
Account cash reserves for working  capital and contingent  liabilities,  R&D and
other appropriate  items, in an aggregate amount deemed advisable by the General
Partner.

9.11  Maintenance  of Limited  Liability.  The General  Partner will conduct the
business  and  affairs  of the  Partnership  in such a  manner  that,  so far as
possible,  the  liability  of a Limited  Partner  will be limited to its Capital
Contribution and share of the Partnership's  undistributed  income. To this end,
all written contracts and other written instruments  creating an obligation upon
the  Partnership  will  contain an  acknowledgement  that the  liability  of the
Limited Partners will be limited to their Capital  Contributions  and respective
shares of the Partnership's undistributed income.

9.12  Limitation of Liability.  None of the officers,  directors or employees of
the General  Partner shall be liable,  responsible  or accountable in damages or
otherwise  to the  Partnership  or any Limited  Partner for any action  taken or
failure to act on behalf of the  Partnership  within the scope of the  authority
conferred  on the General  Partner and its  officers,  directors or employees by
this Agreement or by law unless such action or omission was performed or omitted
fraudulently or in bad faith were  constituted  wanton and wilful  misconduct or
gross negligence.

9.13 Reimbursement of General Partner.  The General Partner shall be entitled to
reimbursement  from the  Partnership  for all  out-of-pocket  expenses  actually
incurred by it in the  performance of its duties in accordance with the terms of
this Agreement.

9.14 Title to Property.  The General  Partner will hold title to the property of
the  Partnership for the benefit of the Partnership and will execute one or more
declarations of trust in favour of the Partnership and cause each declaration to
be  delivered,  filed or  registered  whenever and wherever the General  Partner
considers advisable for the protection of the interests of the Partnership.


                              ARTICLE 10- MEETINGS

10.1  Meetings.  Meetings  of the  Partnership  may be called at any time by the
General  Partner and shall be called by the  General  Partner at least once each
calendar  quarter or upon written request of any Limited  Partner.  All meetings
shall be conducted in accordance with the provisions of this Agreement and shall
be held in such place within  Ontario as the General  Partner or the  requesting
Limited Partner designates.

10.2  Notice.  Notice of any meeting of  Partners,  stating the time,  place and
purpose of the meeting shall be given by the Partner calling the meeting to each
of the other Partners at least ten days prior to the date of the meeting.

10.3 Quorum.  At any meeting of the  Partnership,  a quorum shall consist of all
Partners.

10.4 Voting Rights.  Any question  submitted to a meeting shall be decided by an
Ordinary Resolution.

10.5 Conduct of Meetings.  To the extent that the rules and  procedures  for the
conduct of a meeting of Partners  are not  prescribed  in this  Agreement,  such
rules and  procedures  shall be  determined by a  representative  of the General
Partner who shall be the chairman of the meeting.

10.6 Effect of Resolutions. An Ordinary Resolution as required by this Agreement
and passed at a meeting of the  Partners  (or  consented to in writing by all of
the Partners  entitled to vote thereon) shall be binding on all the Partners and
their respective heirs, executors, administrators, successors and assigns.


                    ARTICLE 11- WITHDRAWAL OF GENERAL PARTNER

11.1 Assignment of Interest. The General Partner may not sell, assign,  transfer
or otherwise  dispose of its Interests  except with the prior approval of all of
the Limited  Partners  unless such  assignment,  transfer or  disposition  is in
connection with and ancillary to a merger or amalgamation of the General Partner
resulting in a surviving or continuing  corporation  which will thereupon act as
General Partner in accordance with this Agreement.

11.2 Voluntary Resignation or Dissolution. So long as its resignation as General
Partner or dissolution  would not result in the dissolution of the  Partnership,
the General  Partner may resign as General  Partner or dissolve on not less than
180 days' written  notice to all Limited  Partners.  Such  resignation  shall be
effective  and the General  Partner  shall cease to be General  Partner upon the
earlier of:

     (a)  the date specified in the notice; and

     (b)  the admission of a new General Partner by Ordinary Resolution.

11.3 Deemed  Resignation.  The General  Partner shall be deemed to resign as the
General  Partner in the event of its  bankruptcy,  liquidation or winding-up (or
the  commencement of any act or proceeding in connection  therewith which is not
contested  in good faith by the  General  Partner) or by the  insolvency  of the
General  Partner or by the  appointment  of a trustee,  receiver or receiver and
manager  of the  affairs  of the  General  Partner  or if a  mortgagee  or other
encumbrancer  shall take  possession  of the  property  or assets of the General
Partner,  or a substantial part thereof,  or if levy or execution or any similar
process  shall be levied  or  enforced  against  the  property  or assets of the
General Partner. Such resignation will be effective and the General Partner will
cease to be the General Partner upon the earlier of:

     (a)  180 days after the Limited Partners are given notice in writing of the
          occurrences of such event or appointment; and

     (b)  the admission of a new General Partner by Ordinary Resolution.

11.4 Removal.  The General  Partner may be removed as the General Partner at any
time by a Ordinary Resolution which shall also admit a new General Partner.  The
removal of the General  Partner shall be effective upon the admission of the new
General Partner.

11.5 Payment of Accounts.  lf the General Partner is removed pursuant to section
11.4,  or if the  General  Partner  resigns or is deemed to resign  pursuant  to
sections  11.2 or 11.3  and the  Partnership  is not  required  to be  dissolved
pursuant to article 12, the  Partnership  shall pay to the General  Partner that
has  resigned  or been  removed  the  amount of any credit  balance  then in its
capital  account.  Such  payment  shall be made to the General  Partner that has
resigned or been removed 30 days following the effective date of its resignation
or removal.  The General Partner that has resigned or been removed shall also be
entitled to its  allocation of net income or loss (pro rated on a daily basis to
the effective date of such resignation or removal).

11.6 Transfer of  Management.  On the admission of a new General  Partner to the
Partnership, the General Partner that was removed or resigned will do all things
and take all steps to  transfer  the  administration,  management,  control  and
operation of the business of the Partnership and the books, records and accounts
of the  Partnership to the new General  Partner and will execute and deliver all
deeds, certificates,  declarations and other documents necessary or desirable to
effect such transfer.

11.7 Transfer of Title.  On the  resignation or removal of a General Partner and
the admission of a new General Partner, the General Partner that has resigned or
been removed will, at the cost of the  Partnership,  transfer legal title to the
Partnership's  property so such new General Partner and will execute and deliver
all deeds, certificates, declarations and other documents necessary or desirable
to effect such transfer.

11.8  Release.  Upon the  removal or  resignation  of the General  Partner,  the
Partnership  shall release and hold harmless the General  Partner then resigning
or being removed, from all claims, actions, costs, demands,  losses, damages and
expenses with respect to events which occur in relation to the Partnership after
the effective date of such removal or resignation.

11.9 New General Partner. A new General Partner shall sign a counterpart of this
Agreement  and shall be bound by all of the  provisions  hereof  and  assume the
obligations, duties and liabilities of the General Partner hereunder as and from
the date the new General Partner becomes a party to this Agreement.


                    ARTICLE 12 - DISSOLUTION AND TERMINATION

12.1 Events of Dissolution.  The Partnership  shall be dissolved and its affairs
wound up on the earliest of:

     (a)  the 50th anniversary of the day hereof;

     (b)  the  bankruptcy,  making of an assignment for the benefit of creditors
          generally,  dissolution or winding up of the General  Partner,  unless
          the General Partner is replaced by Ordinary  Resolution within 60 days
          after such bankruptcy, assignment, dissolution or winding up;

     (c)  an  election  to  dissolve  the  Partnership  approved  by an Ordinary
          Resolution.

12.2  Receiver.  The  General  Partner  shall  serve  as  the  receiver  of  the
Partnership  if its  dissolution  is  authorized  pursuant to the  provisions of
paragraph (c) of section 12.1, provided that if the General Partner is unable or
unwilling  to act in such  capacity,  the  Limited  Partners  shall  appoint  an
appropriate  Person  to act as the  receiver  of  the  Partnership  by  Ordinary
Resolution.  lf the  dissolution  arises  pursuant to  paragraphs  (a) or (b) of
section 12.1, the Limited Partners shall appoint an appropriate Person to act as
the receiver of the Partnership by Ordinary Resolution.

12.3 Liquidation of Assets.  As soon as practicable  after the  authorization of
the  dissolution  of the  Partnership.  The  receiver of the  Partnership  shall
proceed diligently to wind up the affairs of the Partnership,  and all assets of
the  Partnership  shall be  liquidated  as promptly as is  reasonably  possible.
During the course of such  liquidation,  the receiver of the  Partnership  shall
operate the properties and  undertaking of the Partnership and in so doing shall
be vested with all the powers and authorities of the General Partner in relation
to the  business  and  affairs  of the  Partnership  under  the  terms  of  this
Agreement. The receiver of the Partnership shall be paid its reasonable fees and
disbursements incurred in carrying out its duties.

12.4  Order  of  Distribution  of  Net  Proceeds.  The  net  proceeds  from  the
liquidation  of the  assets  of the  Partnership  shall  be  distributed  in the
following order of priority:

     (a)  to pay the expenses of  liquidation  and the debts and  liabilities of
          the Partnership to its creditors;

     (b)  to provide for such  reserves as the receiver of the  Partnership  may
          deem reasonably necessary for any contingent or unforeseen liabilities
          or obligations of the Partnership; and

     (c)  to the Limited Partners in the same manner provided in section 8.2.

12.5 Partition of Assets. In no event and under no circumstance  shall a Partner
be  entitled,  whether  during the  existence  of the  Partnership  or after the
commencement  of the  dissolution  of the  Partnership,  to compel a  partition,
judicial or otherwise,  of any of the assets of the Partnership or of its assets
distributed to the Partners, either in kind or otherwise.

12.6 Termination of Partnership. The Partnership shall terminate when all of its
assets have been disposed of and the net proceeds therefrom (after payment of or
due provision for the payment of, all debts,  liabilities and obligations of the
Partnership to creditors) have been distributed as provided in this article.


                      ARTICLE 13- ACCOUNTING AND REPORTING

13.1 Books of Account. The General Partner shall keep and maintain,  or cause to
be kept and  maintained,  the full,  complete and accurate  books of account and
records of the  Partnership  with  respect  to the  Partnership's  business  and
financial affairs at its principal place of business or elsewhere as the General
Partner may  consider  advisable.  Such books of account  and  records  shall be
retained by or on behalf of the General  Partner for a minimum period of six (6)
years.

13.2 Inspection of Books, Records and Business  Activities.  The General Partner
will at all reasonable times and at the cost of the Partnership: (a) permit each
Limited Partner and its  representatives to examine all of the books of account,
records,  reports,  documents,  papers, and data of the Partnership;  (b) permit
each Limited Partner and its  representatives to discuss the business,  affairs,
finances,  accounts  and any  other  matters  relating  to the  business  of the
Partnership with its senior officers,  accountants and other financial advisors,
material suppliers and material  customers;  (c) permit each Limited Partner and
its  representatives to visit,  inspect and have access to the property,  assets
and R&D activities of the Partnership;  and (d) furnish each Limited Partner and
its  representatives  with any information  reasonably  requested  regarding its
business,  affairs,  R&D  activities,  finances,  accounts and any other matters
relating to the business of the Partnership.

13.3 Quarterly Reports. Within 35 days after the end of each fiscal quarter, the
General

Partner shall send to each Limited Partner:

     (a)  a balance sheet (which need not be audited);

     (b)  a statement of operations (which need not be audited);

     (c)  statements   (which  need  not  be  audited)  of  Cash  Available  for
          Distribution;

     (d)  a statement  describing the amount of all fees and other  compensation
          and  distributions  paid by the  Partnership  for such  quarter to the
          General Partner and the Manager; and

     (e)  a report of the  activities  of the  Partnership  during  such  fiscal
          quarter  including  those items  reasonable  requested  by the Limited
          Partners..

13.4  Annual  Reports.  Within 120 days after the end of each fiscal  year,  the
General Partner shall send to each Limited Partner a report containing:

     (a)  a balance  sheet as of the end of such fiscal year and  statements  of
          operations,  Partners'  equity and changes in  financial  position for
          such fiscal year,  all of which shall be prepared in  accordance  with
          generally  accepted  accounting   principles  and  accompanied  by  an
          auditors'  report  containing  an  opinion  of  the  auditors  of  the
          Partnership who may be appointed by the General Partner,  from time to
          time;

     (b)  statements  (which need not be audited) showing the Cash Available for
          Distribution  distributed to the Limited  Partners  during such fiscal
          year; and

     (c)  a  report  summarizing  the fees and  other  remuneration  paid by the
          Partnership  for  such  fiscal  year to the  General  Partner  and the
          Manager.

13.5 Finance Personnel. If Nafund has any concern,  acting reasonably,  that the
Partnership's  or the General  Partner's  financial  controls are not  adequate,
Nafund shall have the right, acting reasonably, to appoint accounting or finance
personnel to be retained by and at the cost of the  Partnership  who shall adopt
accounting  and  reporting  standards as specified by the  accounting or finance
personnel.


                        ARTICLE 14- TRANSFER OF INTERESTS


14.1  Transfers of Interests.  Except as expressly  permitted or required  under
this  Agreement,  a Partner  shall not Transfer any of its Interest  except to a
Permitted  Transferee of such Partner or if it receives unanimous consent of all
of the Partners.  A change in Control of a corporate  Partner shall be deemed to
be a Transfer by such Partner of its Interest. A Partner may not Transfer any of
its Interest unless the  transferee(s) of such Interest enters into an agreement
agreeing to be bound by the terms of this Agreement

14.2 Withdrawal. A Limited Partner may withdraw from the Partnership only by the
Transfer of its Interest as  specified  in this  article.  The  withdrawal  of a
Limited  Partner  shall not dissolve or terminate the  Partnership.  The General
Partner  shall refuse to permit the  recording of any Transfer of Interest  that
may  have  been  otherwise  than  in  accordance  with  the  provisions  of this
agreement.  Any  Transfer of Interest in violation  of this  Agreement  shall be
void.

14.3 Right of First Refusal and Piggy Back Right

     (a)  Subject  to  sections  14.1 and  14.4,  if any  Limited  Partner  (the
          "Vendor") receives a Third Party Offer to purchase for cash on closing
          all of its  Interest  which the Vendor  wishes to  accept,  the Vendor
          shall,  by written notice (the "Offer") to the other Limited  Partners
          (the  "Offerees"),  offer to sell to the  Offerees all of its Interest
          (the "Purchased Interest") at the price per unit and on the same terms
          and conditions as contained in the Third Party Offer.  The Offer shall
          be open for  acceptance  by the  Offerees  for a period of thirty (30)
          days  from  the date of  receipt  of the  Offer.  If an  Offeree  (the
          "Purchaser") wishes to accept the Offer, the Purchaser shall provide a
          written notice of acceptance  (i)  accompanied by evidence that it has
          made adequate  arrangements  to ensure that the required funds will be
          available  to make  payment in full on the date of closing  for all of
          the Purchased Interest, and (ii) agreeing that the closing shall occur
          thirty (30) days after the expiry of the period for  acceptance of the
          Offer.  If the Offer is  accepted  by only one  Purchaser,  the Vendor
          shall sell and the Purchaser  shall  purchase the  Purchased  Interest
          upon the terms and conditions contained in the Offer. If there is more
          than one  Purchaser,  the Vendor shall sell and each  Purchaser  shall
          purchase  its pro rata  number of the  Purchased  Interest  (which for
          these purposes is the  proportion  which each  Purchaser's  Percentage
          Interest is of the aggregate  Interests held by the  Purchasers)  upon
          the terms and conditions contained in the Offer.

     (b)  If during the 30 day period for  acceptance,  no Offeree has  accepted
          the Offer,  the Vendor  shall be  entitled  at any time until the date
          which is ninety (90) days  following the date of the Offer to sell the
          Purchased Interest pursuant to the Third Party Offer. If the Purchased
          Interest  is not  sold  within  the  90-day  period,  no  sale  of the
          Purchased interest may be made without the Vendor again complying with
          the terms of this section and so on from time to time.

     (c)  If at any time after first  complying with  paragraph  (a),  Avante is
          entitled  and  proposes  to sell its  Interest  to a Third Party under
          paragraph  (b),  Avante shall,  at least twenty (20) days prior to the
          completion of the sale to the Third Party, obtain from the Third Party
          a bonafide offer (the "Piggy-back  Offer")  addressed to the Investors
          to purchase all of the Interests  held by the  Investors,  at the same
          price and on the same terms and  conditions  as contained in the offer
          from  the  Third  Party.  The  Piggy-back  Offer  shall  be  open  for
          acceptance  in writing by the  Investors  for a period of fifteen (15)
          days from the date of receipt of such offer.  If the Piggy-back  Offer
          is accepted by the Investors,  the Investors  shall sell and the Third
          Party  shall  purchase  the  Investors'  Interests  upon the terms and
          conditions contained in the Piggy-back Offer and concurrently with the
          purchase and sale of Avante's Interest to the Third Party.

14.4 Drag Along Right.  Notwithstanding  section  14.3,  if any Limited  Partner
receives  a Third  Party  Offer for the  purchase  of all of the  Interests  and
Partnership  Debt of the Partnership (or a proposal to complete an asset sale or
other transaction  having a similar effect as a sale of all of the Interests and
Partnership Debt), the recipient shall send a copy to the General Partner within
five days of receipt  who shall  then  distribute  copies to all of the  Limited
Partners.  If the Third Party Offer is based on a value of the Partnership of at
least  five  times  EDITDA  of the  Partnership  for the 12  months  immediately
preceding  the date of the Third  Party Offer  (calculated  in  accordance  with
GAAP),  then any  Limited  Partner  wishing to accept the Third Party Offer (the
"Selling  Holder")  shall  have the right to require  each of the other  Limited
Partners  (the  "Offerees")  to sell all of their  Interests  to the Third Party
pursuant  to the Third  Party  Offer by giving  written  notice (the "Drag Along
Notice") to the Offerees  together  with a copy of the Third Party  Offer.  Upon
receipt of the Drag Along Notice,  the Offerees  shall be obliged to sell all of
their Interests  pursuant to the Third Party Offer concurrently with the sale by
the Selling Holder of all of its Interest.

14.5 Partnership Debt. The Partners agree that any offer made under this Article
14 to purchase  all of the  Interests of an Investor  shall  include an offer to
purchase all of its Partnership Debt.

14.6 Time of Transfer.  A Transfer  shall be effective  only upon the filing and
recording of an amendment to the  Declaration  as required by the Act, and shall
be entered on the register of the Limited Partners with effect as of the date of
such filing and recording.

14.7  Deemed  Consent.  Where a  transferee  is  otherwise  entitled to become a
Limited  Partner  under  this  Agreement,  all  Partners  shall be deemed by the
execution of this Agreement to consent  thereto and to authorize the assignor to
constitute the assignee a substituted  Limited  Partner  without the need of any
further act of the Partners.

14.8  Amendment of  Declaration  of  Partnership.  Forthwith upon receipt of any
comrnunication  from any Limited Partner requiring the filing of an amendment to
the Declaration,  the General Partner shall promptly prepare, file and record an
amendment to the Declaration.

14.9 Permitted Transfer.  Synx shall have the right to grant a security interest
in its Interest to any  financial  institution  in  connection  with a bona fide
borrowing, as security for any obligation or liability to or guarantee in favour
of such financial institution.


                 ARTICLE 15- NON-COMPETlTION AND CONFIDENTIALITY


15.1  Confidentiality.  All Confidential  Information shall remain the exclusive
property of the  Partnership.  Subject to section 15.2, each Partner agrees that
during the term of this Agreement and at any time thereafter,  other than as may
be required by law, it shall not  divulge any  Confidential  Information  to any
person (except officers, employees and advisors of the Partners who need to know
the Confidential Information) and shall not use the Confidential Information for
any purpose  whatsoever,  except for the exclusive  benefit of the  Partnership,
provided that if,  pursuant to this  Agreement,  any Partner is entitled to sell
any its Interest to a third party,  such Partner shall be entitled to deliver to
prospective purchasers such information including Confidential Information as is
necessary or desirable to  effectively  consummate a  transaction  provided that
such purchasers execute a confidentiality agreement in favour of the Partnership
containing standard terms and conditions,  which confidentiality agreement shall
be approved by the Partnership.  Upon request by the  Partnership,  each Partner
shall,  as soon as  reasonably  possible,  return or  destroy  any  Confidential
Information in their possession.

15.2 Exceptions.  Notwithstanding any restrictions that may be applicable to the
contrary, a Partner may disclose Confidential Information if:

     (a)  such  disclosure  is  required  to be  made  by any  law,  regnlation,
          government  body  (including,  for greater  certainty,  any securities
          legislation or stock exchange) or by court order; or

     (b)  such  disclosure  is made by the  Investors or Avante in the course of
          discussing  the  affairs  of  the  Partnership  with  members  of  its
          investment  committee,  investment  advisor or  administrator,  or its
          investors or potential investors,  provided that such persons agree to
          treat the information as confidential.

15.3  Non-Solicit.  Each Partner  covenants and agrees that it will not, without
the  prior  written  consent  of each of the other  Partners,  while a direct or
indirect  partner of the Partnership  and for a period of two years  thereafter,
either directly or indirectly:

     (a)  solicit  any  manufacturers,   suppliers,  contractors,  customers  or
          distributors  of the  Partnership or endeavour to entice away from the
          Partnership   any  such  Person  or  otherwise   interfere   with  the
          relationship  between such Person and the Partnership for the purposes
          of competing with the Partnership; and

     (b)  offer  employment to or endeavour to entice away from the  Partnership
          any Person who was employed by the  Partnership on the date upon which
          the  Partner  ceases  to  be a  direct  or  indirect  partner  of  the
          Partnership.

15.4 Non-Compete.

     (a)  Avante  covenants  and  agrees  that it will  not,  while a direct  or
          indirect  partner  of the  Partnership  and for a period  of two years
          thereafter,  directly  or  indirectly,  carry on or be  engaged  in or
          concerned  with  any  business  which is the  same or  similar  to the
          Partnership  Business and which competes with the Partnership,  within
          those  countries  in which the  Partnership  is then  carrying  on the
          PartnershipBusiness.  Notwithstanding  anything  stated  herein to the
          contrary,  Avante's current business shall never be construed as being
          competitive with the Partnership Business.

     (b)  Each of the Investors  covenants and agrees that it will not,  while a
          direct or indirect  partner of the Partnership and for a period of two
          years thereafter, directly or indirectly, carry on or be engaged in or
          concerned  with any business  which  manufactures  a product or system
          with  functionality  similar to the Secure 7/24 Intellectual  Property
          (as defined in the Purchase Agreement).

15.5  Enforcement.  In the event that any covenant  contained in this article or
portion of any such covenant should be  unenforceable or be declared invalid for
any reason whatsoever,  such unenforceability or invalidity shall not affect the
enforceability  or validity of the remaining  portions of the covenants and such
unenforceable  or invalid portions shall be severable from the remainder of this
agreement.  Each Partner hereby  acknowledges  and agrees that all  restrictions
contained  in this  article  are  reasonable  and valid and all  defences to the
strict  enforcement  thereof by the  Partnership  and/or the other  Partners are
hereby waived by each of them.

                       ARTICLE 16- AMENDMENT OF AGREEMENT

16.1 Amendment. This Agreement may be amended in writing by the General Partner:

     (a)  with the authorization and consent of all of the Limited Partners; or

     (b)  without prior notice to or consent from any Limited Partner:

          (i)  for the purpose of adding to the agreement any further covenants,
               restrictions,  deletions  or  provisions  which,  in the  written
               opinion of counsel to the Partnership,  are for the protection of
               the Limited Partners,

          (ii) to cure any ambiguity or to correct or supplement  any provisions
               contained  herein which, in the written opinion of counsel to the
               Partnership,   are  defective  or  inconsistent  with  any  other
               provision contained herein, provided that, in the written opinion
               of such counsel, the cure,  correction or supplemental  provision
               does not and will  not  adversely  affect  the  interests  of any
               Limited Partner,

          (iii)to make such other  provisions  in regard to matters or questions
               which  may arise  under  this  Agreement  which,  in the  written
               opinion  of  counsel  to the  Partnership,  do not and  will  not
               adversely affect the interests of any Limited Partner, or

          (iv) to reflect the addition of a new Limited  Partner as provided for
               in this Agreement.


                     ARTICLE 17- GENERAL CONTRACT PROVISIONS

17.1 Beneficial holders. The Partners acknowledge that Nafund may hold a portion
of its Interest and/or  Partnership  Debt in trnst for beneficial  holders to be
determined, and that for all purposes of this Agreement, any reference to Nafund
or a Limited Partner shall be deemed to include such beneficial  holder.  Nafund
agrees that if it holds any such  portions on behalf of itself and more than one
other beneficial  holder,  it shall provide on behalf of the Partnership to each
of such  beneficial  holders,  at  least  four  days  prior to same  becoming  a
beneficial  holder,  an  information  statement  substantially  similar  to Form
45-501F3 of Ontario Securities  Commission Rule 45-501 -- Exempt  Distributions,
and if  Nafund  holds  any such  portions  on  behalf  of  itself  and one other
beneficial holder, it shall provide notice thereof to the other Partners and the
Partnership.

17.2 Notice. Any notice or other communication required or permitted to be given
or made  hereunder  will be  sufficiently  given  or made  for all  purposes  if
delivered  personally or by registered mail,  postage  prepaid,  or by facsimile
transmission, addressed as follows:

     (a)  if to the General  Partner,  to the principal place of business of the
          Partnership; and

     (b)  if to a Limited  Partner,  to the address of the Limited Partner as it
          appears on the register of Limited Partners.

All notices shall be deemed to have been received when  delivered or transmitted
(provided that if a notice is  transmitted  on a non-business  day or after 5:00
p.m.  on a  business  day it shall be deemed to have been  received  on the next
business day) or, if mailed, five days after 12:01 a.m. on the day following the
day of the mailing thereof.  All notices shall be given by personal  delivery or
by  facsimile  transmission  during  any period  that  regnlar  mail  service is
intermpted by strikes or other irregularities.

17.3  Change of  Address.  A Limited  Partner  may change its  address by giving
written notice of such change to the General  Partner,  and the General  Partner
may change its address by giving written notice thereof to each Limited Partner.

17.4 Severability, if any article, section or any portion of any section of this
Agreement is determined to be  unenforceable or invalid by arbitration or by the
decision  of any  court  of  competent  jurisdiction  which is not  appealed  or
appealable, for any reason whatsoever, that unenforceability or invalidity shall
not affect the  enforceability  or  validity of the  remaining  portions of this
Agreement and such unenforceable or invalid article,  section or portion thereof
shall be severed from the remainder of this Agreement.

17.5 Governing Law. This Agreement and its application and interpretation  shall
be  governed  and  construed  in  accordance  with the laws of the  Province  of
Ontario,  except  in  such  cases  and to such  extent  as the  laws of  another
jurisdiction shall necessarily control.  Each Partner irrevocably attorns to the
jurisdiction of the courts of the Province of Ontario.

17.6 Further  Assurances.  Each Partner shall execute,  with  acknowledgement if
required,  and  deliver any and all  documents  and  writings  and do all things
necessary or expedient in the creation of this  Partnership  and the achievement
of its purposes.

17.7  Counterparts.  This  Agreement  may be executed  (by fax or  original)  in
counterparts and all counterparts shall constitute one and the same agreement.

17.8 Time.  Time shall be of the essence hereof and no extension or variation of
this Agreement shall operate as a waiver of this provision.

17.9 Costs.  Except as otherwise provided in this Agreement,  each Partner shall
be responsible for its own fees, expenses and other costs incurred in connection
with the preparation, execution and delivery of this Agreement.

17.10 Binding  Effect.  Each and all of the  covenants,  terms,  provisions  and
agreements  herein  contained  shall be binding upon and enure to the benefit of
the Partners, their respective heirs, executors, administrators,  committees and
legal personal  representatives,  and to the extent permitted by this Agreement,
their respective successors and assigns.

17.11 Entire Agreement.  This Agreement constitutes the entire agreement between
the parties with respect to all of the matters  herein and its execution has not
been  induced  by,  nor do any  parties  rely upon or regard  as  material,  any
representation  or writing not  incorporated  herein and made a part hereof.

IN WITNESS WHEREOF this Agreement is executed on the date first above written.




Avante Security Inc.

By:



Nafund Inc.

By:

3077118 Nova Scotia ULC

By:


Secure 724 GP Ltd.

By:

<PAGE>

                                   Schedule A


First Set of Milestones -- to be completed no later than 9 months after the
Closing Date

     o    Complete  the  design  and  manufacture  the new  housing  for the 724
          Comrnunicator board (Basic Secure 724 technology)

     o    Complete beta version of Secure 724 Interactive technology (ie two way
          communication between pager and board)

     o    Complete  beta  version   (software   and   hardware)   extending  724
          Communicator  board to support  two serial port  functions  (the "Port
          Functions"):  direct RS232 serial linking with GPS device and X10. X10
          entails the ability for the RIIVI pager to control home automation via
          the X10 line carrier  technology  available through retail stores. The
          GPS  technology  entails  the  ability of a 724  Interactive  board to
          transmit  X,  Y and Z co  ordinates  to the  wireless  724  modem  for
          tracking features.

     o    Complete  Microsoft  based  beta  version  of  software  enabling  724
          Communicator  boards to be programmed  and used remotely via a Windows
          based  computer  or  through  the  internet  (as  opposed  to  a  PDA)
          (collectively, "Remote Access Technology")


Second Set of Milestones -- to be completed no later than 18 months after the
Closing Date

     o    Complete   version  of  Remote  Access   Technology  to  be  generally
          distributed to the public

     o    Complete version of Secure 724 Interactive  technology to be generally
          distributed to the public

     o    Complete version of Port Functions to be generally  distributed to the
          public

     o    Complete  beta  version of software  extending at least 4 functions of
          724  technology  to GPRS  network.  (Requires  alteration of the board
          design to accommodate  the GPRS radio and  programming of the software
          to allow for receipt and transmission of signals on the GPRS network.)

     o    Update and improve 724 technology in response to customer feedback

     o    Investigate  possibility  of extending  724  technology to support two
          communication  on  the  IX  (Bell  Mobility)  network  (would  require
          hardware and software development). Prepare cost and timing estimates.
<PAGE>


                             Form of Promissory Note


                                      Date:

                                     Amount:

     FOR VALUE RECEIVED  Secure 724 LP (the  "Borrower")  does hereby promise to
pay, at the times specified herein, to ** (the "Lender") the principal sum of **
Dollars  ($**) (the  "Principal")  together  with  interest on the amount of the
Principal from time to time outstanding,  calculated and compounded monthly from
the date hereof,  at the rate of 4% per annum before,  and at the rate of 8% per
annum after, maturity, default and judgment.

     The  Principal  and any  accrued  but  unpaid  interest  shall be repaid as
follows:

     (a)  at the end of each fiscal quarter of the Borrower,  first, any accrued
          but unpaid interest,  and second,  any Principal  outstanding,  to the
          extent that the  Borrower  has Cash  Available  For  Distribution  (as
          defined in the Partnership  Agreement  between,  among others,  Avante
          Security  Inc.  and Nafund Inc.  dated May 29, 2003) and in the manner
          set out in section 8.2 of the Partnership Agreement; and

     (b)  three years from the date hereof,  all Principal  outstanding  and any
          accrued and unpaid interest thereon.

     Notwithstanding  any  other  provision  of this note to the  contrary,  the
outstanding  Principal  and  any  accrued  and  unpaid  interest  thereon  shall
immediately  become due and payable upon the  occurrence of any of the following
events:

     (a)  the  failure  to  pay  or  perform  any  obligations,  liabilities  or
          indebtedness owed by the Borrower to the Lender under this note as and
          when due or upon demand;

     (b)  the  insolvency  of the  Borrower  or the  appointment  of a receiver,
          manager,  trustee,  or  liquidator  for  any  of the  property  of the
          Borrower or an assignment for the benefit of the Borrower's creditors;

     (c)  the  institution  of a proceeding in bankruptcy  against the Borrower,
          whether involuntary or voluntary, or the institution of proceedings by
          the Borrower to obtain relief against its creditors;

     (d)  the  failure of the  Borrower  to pay  within  five days  following  a
          written  notice of default from the Lender,  any Principal or interest
          which is not paid when due hereunder;

     (e)  there is a change  in the  business  of the  Borrower  which  could be
          reasonably  expected to materially  and adversely  affect the value of
          the  Borrower,  its assets or its ability to pay any amounts  owing to
          the Lender under this or any other obligation as and when due; or

     (f)  any default  occurring under any security  agreement  relating to this
          note.


     Where a default  occurs,  the Borrower  shall pay all costs incurred by the
Lender in enforcing  and  collecting  upon this note,  including all legal costs
incurred by Lender.

     The Borrower  shall have the right to prepay at any time or times the whole
or any part of the  balance  of the  Principal  from  time to time  outstanding,
together  with  interest  accrued  thereon to the date of such  payment  without
notice, bonus or penalty.

     All payments of Principal and interest  shall be made in the currency,  and
at the place and times specified by the Lender.

     Upon payment by the  Borrower,  its  successors or assigns of the Principal
outstanding  and all interest due  hereunder,  the Lender shall  deliver up this
note to the Borrower, its successors or assigns.

     This note and every part hereof  shall be binding  upon the  Borrower,  its
successors  and  permitted  assigns  and shall  enure to the  benefit  of and be
enforceable by the Lender and its  successors and assigns.  The Borrower may not
assign this note without the written consent of the Lender.  Upon written notice
to the  Borrower,  the Lender may assign  this note  without  the consent of the
Borrower to any party including,  without limitation,  any financial institution
of the Lender.

     The Borrower hereby waives presentment for payment,  notice of non-payment,
protest  and notice of protest  and does hereby  consent to all  extensions  and
renewals thereof, without notice.

     This note shall be governed by and construed in accordance with the laws of
the province of Ontario.

        DATED this   day of    20
                                  --

SECURE 724 LP

by its General Partner

Secure 724 GP Ltd.


By:_________