Exhigit 2.2

                                ESCROW AGREEMENT
                                ----------------

         THIS AGREEMENT made as of July 31, 2000.

                                   A M O N G :

                                  PALLETT VALO
                                  (the "Agent")

                                     - and -

                          JOHN WHITTAKER ("Whittaker")
                       and RICHARD MACARTHUR ("MacArthur")
                          (collectively, the "Vendors")

                                     - and -

                           ARS NETWORKS, INCORPORATED
                                (the "Purchaser")

                                     - and -

                           T & T DIESEL POWER LIMITED
                               (the "Corporation")


                                    RECITALS:
                                    --------

         1.  Pursuant  to a Share  Purchase  Agreement  made as of July 31, 2000
(the  "Purchase  Agreement"),   between  the  Vendors,  the  Purchaser  and  the
Corporation,  the Vendors  agreed to sell to the  Purchaser,  and the  Purchaser
agreed to purchase from the Vendors, all of the issues and outstanding shares in
the capital of the Corporation,  namely 100 Class A common shares  registered in
the name of Whittaker  and 100 Class B common  shares  registered in the name of
MacArthur (collectively, the "T&T Shares");

         2.  In  satisfaction  of part of the purchase price for the T&T Shares,
the Purchaser delivered to the Vendors a promissory note dated July 31, 2000, in
the principal amount of $171,796.00 (the "Note");

         3.  As security for its obligations under the Note (the "Obligations"),
the Purchase  Agreement requires the Purchaser to enter into this Agreement with
the  Vendors  pursuant  to which it will  pledge  all of the T&T Shares in favor
Vendors;

         4.  The parties have agreed that the T&T Shares will be deposited  with
the  Agent in  escrow,  to be  dealt  with in  accordance  with  the  terms  and
conditions of this Agreement;

<PAGE>

         5.  The  Agent  has  acted as the  solicitor  for the  Vendors  and the
Corporation in connection with the matters described above;

         6.  The foregoing  representations  ant  statements of fact are made by
the Vendors and the Purchaser and not by the Agent;

         NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
covenants and agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
each of the parties), the parties covenant and agree as follows:

         1.  DEFINITIONS
             -----------

         Unless otherwise defined in this Agreement, all capitalized terms shall
have the meaning given them in the Purchase Agreement.

         2.  GRANT & DELIVERY
             ----------------

             (a) The Vendors and the  Purchaser  acknowledge  and agree that the
Vendors  hew (i)  delivered  the T&T  Shares  represented  by share  certificate
numbers CAC-1 and CBC-1 (the  "Certificates")  to the Agent to be held in escrow
pursuant to the terms of this Agreement; (ii) certificate number CAC-1 is in the
name of  Whittaker  and has been  endorsed  in blank by  Whittaker;  (iii) share
certificate  number CBC-1 is in the name of MacArthur  and has been  endorsed in
blank by  MacArthur;  and  (iv) the  Agent  is to deal  with the T&T  Shares  in
accordance with this Agreement.

             (b)  The  Agent  hereby   accepts   delivery  of  the  T&T  Shares,
acknowledges  receipt  of the  Certificates  and  agrees to hold the T&T  Shares
escrow and to deal with them in accordance with this  Agreement.  The Agent also
acknowledges having received a copy of the Purchase Agreement and the Promissory
Note.

             (c) The Purchaser hereby grants to the Vendors a security  interest
in the T&T Shares,  as  represented  by the  Certificates,  as security and as a
pledge (which pledge shall create and constitute a continuing  security interest
in the T&T Shares) to secure performance of the Obligations.

         3.  ACKNOWLEDGMENTS
             ---------------

         The Purchase and the Vendors acknowledges and agrees that:

             (a) the Agent's  responsibility  with  respect to the T&T Shares is
limited  to  exercising  the same  degree of care  which the Agent  gives to the
Agent's own business papers.

             (b) upon the  occurrence  of an event of  default  as  provided  in
section 5, the Vendors  shall have all of the rights  given to them  pursuant to
this Agreement ant all of the rights given to a secured party under the Personal
Property  Security Act (Ontario) (the "PPSA").  The Purchaser  acknowledges  and
agrees that the Vendors or any person  related to the Vendors may  purchase  the
T&T Shares at any sale thereof;


                                       2
<PAGE>

             (c) the  Vendors  shall  not be bound  under any  circumstances  to
realize  upon any of the T&T Shares or to allow any T&T  Shares to be sold,  and
shall not be responsible  for any loss  occasioned by any sale of any T&T Shares
or by the retention of or refusal to sell the T&T Shares;

             (d) the  Vendors  shall not be  obliged  to  collect  or see to the
payment of  dividends  on the T&T Shares,  but all such  dividends,  if and when
declared by the  Corporation,  shall be forthwith paid to the Vendors on account
of the Obligations;

             (e) the Vendors, as the attorney irrevocable of the Purchaser, may,
after default,  transfer all or any of the T&T Shares and may fill in all blanks
in any  transfer(s) of the T&T Shares  delivered to the Vendors,  and any of the
powers  hereby  given may be exercised in the name and on behalf of the personal
representative(s) of the Purchaser;

             (f) after  default,  at the request of the Vendors,  the  Purchaser
shall, at the Purchaser's own expense,  execute all such transfers and documents
as may be reasonably required,  with all such powers of sale and other necessary
powers as may be expedient in the sole  discretion of the Vendors for vesting in
the Vendors or such person or persons as the Vendors may appoint,  all and every
of such T&T Shares;

             (g) all costs and charges  incurred by the  Vendors  after  default
with reference to the T&T Shares or the realization thereof (including all legal
fees on a solicitor and his own client basis and also  including the expenses of
taking possession of, protecting and realizing upon any of the T&T Shares) shall
be paid by the  Purchaser  to the Vendors  and shall be a first  charge upon the
monies received;

             (h) any shares  which are  substituted  for the T&T Shares shall be
held by the Vendors and the Agent subject to the same terms and  conditions  and
with the same powers and authorities as are hereby declared and conferred;

             (i) if any  payment on account  of the  Obligations  is made to the
Vendors, the Vendors shall not by reason thereof be required to surrender any of
the T&T Shares pledged;

             (j) any written notice given to the Purchaser shall be sufficiently
given if delivered to the Purchaser at the address set out in the Share Purchase
Agreement as the address to which notices may be delivered to the Purchaser;

             (k) prior to default,  the Purchaser  shall be entitled to act as a
shareholder of the Corporation and may, without limitation, vote the T&T Shares,
sign shareholder  resolutions and after default the Vendors shall be entitled to
exercise  such  rights  and to cause  the T&T  Shares  to be  registered  in the
Vendors' names;

             (l) the  Vendors  shall not be  obliged  to  exhaust  the  Vendors'
recourse  against any other  security  or T&T Shares  which the Vendors may hold
before realizing on or otherwise dealing with the T&T Shares in such a manner as
the Vendors considers desirable;

             (m) the Vendors may grant time, renewals, extensions,  indulgences,
releases and  discharges  to, may take T&T Shares from and give the same and any
and all existing  T&T Shares up to, may abstain from taking T&T Shares from,  or
from

                                       3
<PAGE>


perfecting T&T Shares of, may accept  compositions from, may otherwise deal with
all other  persons  (including  834) and T&T Shares  (including  part of the T&T
Shares hereby  pledged),  as the Vendors may see fit,  without  prejudice to the
right of the Vendors to hold,  deal with and  realize on the T&T Shares  pledged
hereunder to the Vendors in any manner which the Vendors considers desirable;

             (n) the  Purchaser  hereby waive all of their rights under the PPSA
to compel  the  Vendors  to sell the T&T Shares if the  Vendors  exercise  their
rights in section 7(ii).

         4.  OTHER SECURITY
             --------------

         The T&T Shares pledged to the Vendors pursuant to this Agreement are in
addition to and not in  substitution  for any other security held by the Vendors
and shall not suspend the  fulfillment  of, or affect the rights,  remedies  and
powers of the Vendors in respect of any other security held by the Vendors.

         5.  EVENTS OF DEFAULT
             -----------------

         The following shall be events of default under this Agreement:

             (a) the  Purchaser  failing to observe and perform the terms of the
Promissory Note;

             (b)  the  Purchaser  committing  an  act  of  bankruptcy,  becoming
insolvent, making an assignment or bulk sale of the Purchaser's assets, filing a
notice of intention or proposal in accordance with the Bankruptcy and Insolvency
Act  (Canada)  or  otherwise  proposing  a  compromise  or  arrangement  to  the
Purchaser's creditors;

             (c) any  proceeding  being  taken  to have the  Purchaser  declared
bankrupt  or to have a receiver  appointed  of any part of the T&T Shares or any
encumbrancer taking possession of any part thereof; or

             (d) any  execution,  sequestration,  extent or any other process of
any  court  becoming  enforceable  against  the  Purchaser  or any  distress  or
analogous process being levied upon the T&T Shares or any part thereof.

         6.  RIGHTS ON DEFAULT
             -----------------

         Without limiting any of the other provisions of this Agreement,  if the
full amount  owing under the  Promissory  Note is not paid to the Vendors on the
date specified in the  Promissory  Note (the "Payment  Date"),  then the Vendors
shall have 10 Business  Days  following the Payment Date to advise the Purchaser
in writing that the Vendors are electing to terminate the Transaction,  in which
case:

             (a) the T&T Shares  shall be released  from escrow and  returned to
the Vendors; and


                                       4
<PAGE>

             (b) the Vendors shall be entitled to retain the payment made by the
Purchaser to the Vendors  pursuant to section  2.2(a) of the Purchase  Agreement
and any  amounts  paid  under the Note,  but shall  return the ARS Shares to the
Purchaser; and

             (c) the Transaction shall be deemed to have never occurred,  except
for the Vendors' to retain the monies referred to in section 6(b).

         7.  VENDORS' RIGHT TO TERMINATE
             ---------------------------

         If on July 31, 2001 (the "Anniversary Date"):

             (a) the  Purchaser  fails to deliver to the Vendors an  unqualified
opinion from the Purchaser's U.S. lawyers,  in form and content  satisfactory to
the Vendors and its lawyers (both acting reasonably), stating that the shares of
the Purchaser  which are of the same class as the ARS Shares are freely tradable
to the public without restriction; or

             (b) those  shares of the  Purchaser  which are of the same class as
the ARS Shares are trading on the Nasdaq for a price of less than $1.00 U.S. per
share,

then the  Vendors  shall have 10  Business  Days  following  the  occurrence  of
Anniversary Date to advise the Purchaser in writing (the "Election Notice") that
the Vendors  require  the  Purchaser  to purchase  the ARS Shares for the sum of
$1.00 U.S. per share,  in which case such purchase  shall be completed  within 5
Business  Days  following  the Vendors  delivering  the  Election  Notice to the
Purchaser  by the  Purchaser  delivering  a  certified  cheque or bank draft for
$200,000.00  (U.S.) to the Vendors,  whereupon  the Vendors shall deliver to the
Purchaser the share  certificates  representing the ARS Shares endorsed in blank
for  transfer.  Upon the  completion of such  purchase,  the T&T Shares shall be
released to the  Purchaser  from  escrow.  If the  Purchaser  fails to make such
payment  within  such 5 Business  Day  period,  then the  Vendors  shall have 10
Business Days to advise the Purchaser in writing either that:

                 (i)   the  Vendors are  electing  to retain the ARS Shares,  in
which case the T&T Shares shall be released to the Purchaser from escrow; or

                 (ii)  the Vendors are electing to terminate the Transaction, in
which case:

                       (A)  the T&T  Shares  shall be released  from  escrow and
returned  to the Vendors; and

                       (B)  28 the  Vendors  shall be  entitled  to  retain  the
payment made by the Purchaser to the Vendors  pursuant to section  2.2(a) of the
Purchase Agreement,  but shall return the ARS Shares to the Purchaser,  the Note
(if  outstanding)  and any  portion of the  Principal  Amount (as defined in the
Note) which the Purchaser may have paid to the Vendors.

         If the Vendors fail to advise the  Purchaser of their  election  within
such 10 Business Day period, then they shall be deemed to have elected to retain
the ARS Shares,  in which case the T&T Shares shall be released to the Purchaser
free of the terms of this Agreement.


                                       5
<PAGE>

         8.  LIMITATIONS ON THE PURCHASER AND THE PURCHASER
             ----------------------------------------------

         Until  such  time  as the T&T  Shares  are  released  from  the  escrow
arrangements contemplated by this Agreement:

             (a) one of the  Vendors  shall be  entitled to be a director of the
Corporation, who shall initially be Whittaker, and the Purchaser shall cast such
votes  as are  necessary  to have  such  person  elected  as a  director  of the
Corporation.  Whittaker and  MacArthur may replace  Whittaker as a director with
MacArthur upon written notice, signed by both of them, to the Purchaser;

             (b) the  Corporation  shall not engage in or  undertake  any of the
following  matters  unless the  Vendors'  nominee  (who shall be required to act
reasonably and in good faith) on the Corporation's  board of directors  consents
to same:

                 (i)   the fixing or changing of  any  salary,  bonus  or  other
compensation to be paid to any director or to any employee if such employee does
not deal at arm's length with the Purchaser;

                 (ii) the entering into of any contract between the  Corporation
and any  person,  firm or  corporation  not  dealing  at arm's  length  with the
Purchaser  or its  Affiliates,  or the making of any payment to any such person,
firm or corporation, unless such payment is made pursuant to a contract existing
prior to the date of this Agreement;

                 (iii) the   declaration   or   payment  of  any   dividend   or
distribution to any shareholder of the Corporation;

                 (iv)  the  acquisition  or  disposition  by the  Corporation of
interests in other enterprises;

                 (v)   the purchase,  sale, mortgage or lease by the Corporation
of any real property;

                 (vi)  the borrowing of money by the Corporation or the granting
of mortgages,  security  interests or other  encumbrances  in the  Corporation's
assets;

                 (vii) the  guarantee  by the  Corporation  of the  debts of any
other person, firm or corporation;

                 (viii) the  issuance of any  shares  out  of the  Corporation's
authorized  capital,  or the creation of any  obligations,  charges,  options or
debts convertible into such shares;

                 (ix)  any action or transaction  not in the ordinary  course of
the business of the Corporation;

                 (x)   the sale,  lease,  exchange or other  disposition  of the
majority of the Corporation's  assets,  other than in the ordinary course of the
Corporation's business;

                                       6
<PAGE>

                 (xi)  the  filing of  Articles  of  Amendment  or  Articles  of
Amalgamation;

                 (xii) the   dissolution,   liquidation  or  winding-up  of  the
Corporation;

                 (xiii) purchase,  redeem or otherwise retire any of its shares;

                 (xiv)  permit any withdrawals by or on behalf of the Purchaser;

             (c) the Purchaser shall not mortgage, charge, pledge,  hypothecate,
create a security  interest in or  otherwise  encumber  any of the T&T Shares or
assign,  transfer or convey, or agree or grant an option to assign,  transfer or
convey legally, beneficially or otherwise any of the T&T Shares.

         9.  ENDORSEMENT OF T&T SHARES
             -------------------------

             (a) Intentionally Deleted.

             (b) The  Purchaser  shall  endorse in blank forms of  assignment in
respect of the T&T Shares,  and deliver  such forms of  assignment  to the Agent
contemporaneously with the Purchaser's execution of this Agreement.

         10. COPY OF AGREEMENT
             -----------------

         The  Purchaser  acknowledges  having  received  a  signed  copy of this
Agreement, the Purchase Agreement and the Note.

         11. PERFECTION OF SECURITY INTEREST
             -------------------------------

         The  Purchaser  acknowledges  and agrees  that the  Vendors may perfect
their  security  interest  hereby  granted  under  the  terms  of  the  PPSA  by
registration of a financing  statement and by the Agent's  possession of the T&T
Shares.  Any  release of  possession  of the T&T  Shares by the Agent  shall not
discharge  the  security  interest of the Vendors in the T&T Shares,  unless all
monies under the Note have been fully paid.

        12.  SHAREHOLDER DECLARATION
             -----------------------

         The Purchaser,  being the sole shareholder of the  Corporation,  hereby
declares that in accordance with the Business Corporations Act (Ontario):

             (a) the powers and  discretions of the directors of the Corporation
to consent to the transfer of the issued and  outstanding  shares in the capital
of the  Corporation,  including,  without  limitation the T&T Shares,  is hereby
restricted to the fullest  extent  permitted by law and the directors are hereby
relieved of their duties and liabilities in connection therewith; and

             (b) the Purchaser shall have the sole right, power,  discretion and
authority to consent to the transfer of the issued and outstanding shares in the
capital of the Corporation, including, without limitation, the T&T Shares.


                                       7
<PAGE>

         Without in any way  limiting  the  provisions  of this  Agreement,  the
Purchaser  hereby  consents to any transfer of the T&T Shares made in accordance
with this Agreement and the Vendors are hereby irrevocably  appointed the lawful
attorney and proxy of the  Purchaser  for the purpose of  providing  any further
consent or authorization  which may be required from time to time to give effect
to the provisions of this Agreement, including, without limitation, the transfer
of the T&T Shares.  The within  declaration  may not be revoked by the Purchaser
during the currency of this Agreement  without the prior written  consent of the
Vendors, which consent may be unreasonably and arbitrarily withheld.

         13. RELEASE OF THE T&T SHARES
             -------------------------

         Upon a party  (other than the Agent)  becoming  entitled to receive the
T&T  Shares in  accordance  with the  terms of this  Agreement  (the  "Receiving
Party"), the Receiving Party shall be to provide the Agent with:

             (a) a written notice (a "Disposition Notice") instructing the Agent
to deliver the T&T Shares to the Receiving Party; and

             (b) a statutory  declaration (the  "Declaration")  stating that the
Receiving  Party is entitled to receive  the T&T Shares in  accordance  with the
terms of this Agreement.

         Upon receiving the Disposition  Notice and the  Declaration,  the Agent
shall promptly send a copy of the Disposition  Notice and the Declaration to the
other party (the  "Other  Party") and advise the Other Party that the agent will
release the T&T Shares to the  Receiving  Party on the tenth day  following  the
date that the Other Party  receives  such  written  advice from the Agent unless
within such 10 day period the Other Party  delivers a written notice (a "Refusal
Notice") to the Agent  instructing  the Agent not to release the T&T Shares.  If
the Agent  receives a Refusal  Notice within such 10 day period,  the Agent will
continue to hold the T&T Shares in  accordance  with this  Agreement  until such
time as the Agent receives:

                 (i)   a  written  direction  signed  by the  Purchaser  and the
Vendors  directing  the Agent to  deliver  the T&T Shares to such  person(s)  as
specified in such written direction; or

                 (ii)  an order from a court of competent jurisdiction directing
the Agent to deliver the T&T Shares to such person(s) as specified in such court
order.

If the Agent does not receive a Refusal  Notice within such 10 day period,  then
the Agent shall be entitled  to release  the T&T Shares to the  Receiving  Party
without further obligation or liability to the Other Party.

         14. TERMS OF AGENT'S APPOINTMENT
             ----------------------------

         The acceptance by the Agent of its appointment as trustee is subject to
the following:

             (a) the Agent's only duties and  obligations  in respect of the T&T
Shares are those which are  expressly  set out in this  Agreement;


                                       8
<PAGE>

             (b) the Agent shall not be responsible for any error in judgment or
for any act  dose  or step  taken  or  omitted  by it in good  faith  or for any
mistake,  in fact or law, or for anything  which it may do or refrain from doing
in  connection  herewith,  except  arising  out of its own gross  negligence  or
willful misconduct;

             (c) the Agent  shall  have the  right to  consult  with and  obtain
advice, at the joint and several expense of the Vendors and the Purchasers, from
legal  counsel  appointed  by it in the event of any  question  as to any of the
provisions  of this  Agreement or its duties under this  Agreement  and it shall
incur no responsibility  and it shall be fully justified and protected in acting
in good faith in accordance with any opinion or instruction of such counsel;

             (d) upon  the  Agent  complying  with its  obligations  under  this
Agreement,  as the case may be, the Agent shall be released and discharged  from
its  obligations  under this Agreement and shall have no further  responsibility
towards the other parties;

             (e) the Agent  shall be  entitled  to rely on any  written  notice,
certificate  or  written  document  furnished  to it,  not  only  as to its  due
execution and validity,  but also as to the truth of any  information  contained
therein  so that the Agent  shall not be  required  to take any steps to satisfy
itself whether or not the contents thereof are true and correct; and

             (f) the Agent shall be entitled  to fees and to  reimbursement  for
out-of-pocket expenses (the "Escrow Fees") for carrying out its duties hereunder
and the Vendors and the Purchaser shall be jointly and severally  liable for the
payment of the Escrow Fees. The Escrow Fees (excluding  out-of-pocket  expenses)
shall be a minimum of $650.00 and, to the extent that the Agent spends more than
2 hours  in  connection  with  exercising  its  rights  and  duties  under  this
Agreement,   the  Escrow  Fees  (excluding   out-of-pocket  expenses)  shall  be
calculated at the rate of $325.00 per hour.

         15. INDEMNIFICATION OF AGENT
             ------------------------

         In the absence of fraud or a willful  act or omission in bad faith,  or
gross negligence,  the Agent shall not liable for any loss or damage suffered by
any  person,  directly or  indirectly,  by reason of the  performance  of or the
failure to perform any action required under this Agreement. The Vendors and the
Purchaser  jointly and severally  agree to indemnify and save harmless the Agent
from any and all claims,  losses,  damages (direct,  indirect,  consequential or
otherwise),  suits, judgments, causes of action, legal proceedings,  executions,
demands,  penalties  or other  sanctions  of every  nature and kind  whatsoever,
whether accrued,  actual,  contingent or otherwise and any and all costs arising
in  connection  therewith,   including,   without  limitation,  legal  fees  and
disbursements  on a  solicitor  and his own  client  basis  (including,  without
limitation, all such legal fees and disbursements in connection with any and all
appeals)  arising  out of or in  connection  with its  acting  as  escrow  agent
pursuant to this Agreement.

         16. REPLACEMENT OF THE AGENT
             ------------------------

             (a) The Vendors and the Purchaser  may at any time jointly  replace
the Agent by delivering to the Agent written notice setting out such appointment
signed by the Vendors and the Purchaser  and the new escrow agent.  Upon receipt
such of notice,  and subject to the payment of all Escrow Fees,  the Agent shall
deliver the T&T Shares to the new escrow agent.


                                       9
<PAGE>

             (b) The Trustee  may resign at any time upon  giving the  Purchaser
and the  Vendors  not less  than 30 days  written  notice  (the  period  of time
specified in such notice being  called the "Notice  Period").  During the Notice
Period,  the Purchaser and the Vendors shall  endeavor to mutually  agree upon a
successor escrow agent (the "Successor"). If the parties:

                 (i) agree upon a Successor within the Notice Period, they shall
both advise the Agent in writing of the name and  address of the  Successor  and
the Agent shall transfer the  Certificates and assignments to the Successor who,
upon accepting same,  shall, in the absence of an agreement to the contrary,  be
deemed to be bound by and have the benefit of this  Agreement  as if it were the
Agent; or

                 (ii)  fail to agree upon a  Successor within the Notice Period,
then the Agent shall deliver the Certificates and assignments to the Purchaser's
Ontario  solicitors  who,  upon  accepting  same,  shall,  in the  absence of an
agreement to the contrary, be deemed to be bound by and have the benefit of this
Agreement as if it were the Agent,  whereupon the Agent shall be discharged from
any further duties and liability under this Agreement.

         17. RIGHT TO CONTINUE TO ACT
             ------------------------

         Nothing  in this  Agreement  shall be  deemed to  prevent  or limit the
Agent,  while  continuing  to serve as escrow agent under this  Agreement,  from
acting as counsel to the Vendors in any matter,  including,  without limitation,
proceedings arising out of the Purchase  Agreement,  the Note, this Agreement or
any other agreement or document exchanged on the Closing of the Transaction.

         18. GENERAL CONTRACT TERMS
             ----------------------

             (a) RECITALS - The Vendors and the Purchaser  represent and warrant
to the  other  and to the  Agent  that the  recitals  set out above are true end
correct in substance end fact. The recitals set out above are incorporated as an
integral part of this Agreement.

             (b)  REMEDIES  CUMULATIVE  - No  remedy  herein  conferred  upon or
reserved  in favor of the  Vendors  shall  exclude  any other  remedy  herein or
existing at law or in equity or by statute,  but each shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter existing.

             (c)  ENTIRE  AGREEMENT  - This  Agreement,  and  those  agreements,
promissory notes and other documents referred to in this Agreement,  constitutes
the entire  agreement  between the parties  pertaining to the subject  matter of
this Agreement and supersedes all prior agreements, understandings, negotiations
and  discussions,  whether  oral  or  written,  of  the  parties.  There  are no
representations,  warranties  or  other  agreements,  whether  oral or  written,
between the parties in  connection  with the  subject  matter of this  Agreement
except as specifically set out in this Agreement.

             (d) AMENDMENTS - No amendment, supplement,  modification, waiver or
termination of this Agreement  shall be binding on the parties unless same is in
writing and signed by all of the parties.


                                       10
<PAGE>

             (e)  APPLICABLE  LAW  -  This  Agreement   shall  be  construed  in
accordance with the domestic laws of the Province of Ontario (other than Ontario
principles  of  conflicts  of law)  and the  laws of  Canada  applicable  in the
Province of Ontario and shall be traded in all respects as an Ontario  contract.
Each of the parties  irrevocably  attorns to the exclusive  jurisdiction  of the
courts of the Province of Ontario.

             (f)  INVALIDITY - If any provision of this Agreement or any part of
any provision of this Agreement is held to be invalid,  illegal or unenforceable
by a court of competent  jurisdiction,  such  provision or part shall not affect
the  validity,  legality  or  enforceability  of any  other  provision  of  this
Agreement or the balance of any provision of this Agreement absent such part and
such invalid,  illegal or unenforceable  provision or part shall be deemed to be
severed from this Agreement and this  Agreement  shall be construed and enforced
as if such invalid,  illegal or  unenforceable  provision or part had never been
inserted in this Agreement.

             (g)  NOTICE  -  Any  notice  or  other  communication  required  or
permitted  to be  given  by this  Agreement  shall be in  writing  and  shall be
effectively  given if (a)  delivered  personally;  (b) sent by  prepaid  courier
service; (c) sent by registered mail; or (d) sent by prepaid fax, telex or other
similar means of electronic  communication and confirmed by mailing the original
document so sent by prepaid  mail on the same or  following  day, in the case of
notice to:

(i)     the Vendors at:                  23 Armstrong Avenue
                                         Georgetown, Ontario L7G 4S1
                                         Attention: John Whittaker or Richard
                                         MacArthur
                                         Fax Number: 905-877-3995

        together with a copy to:         Murray Box
                                         Pallett Valo
                                         90 Burnhamthorpe Road West
                                         Suite 1600
                                         Mississauga, Ontario L5B 3C3
                                         Fax Number: 905-273-6920

(ii)    if to the Purchaser:             1450 Bayshire Drive
                                         Oakville, Ontario LGH 6E7
                                         Attention: Mark Miziolek
                                         Fax Number: 905-339-1981

(iii)   Pallett Valo, at                 Pallett Valo
                                          Suite 1600
                                          90 Burnhamthorpe Road West
                                          Mississauga, Ontario, L5B 3C3
                                          Attention: Murray T.  Box
                                          Fax No.  905-273-6920

or at such other address as the party to whom such notice or other communication
is to be given shall have advised the party  giving same in the manner  provided


                                       11
<PAGE>


in this section.  Any notice or other communication  delivered  personally or by
prepaid  courier  service shall be deemed to have been given and received on the
day it is so  delivered  at such  address,  provided  that if such  day is not a
Business  Day such  notice or other  communication  shall be deemed to have been
given and  received  on the next  following  Business  Day.  Any notice or other
communication  sent by  registered  mail shall be mailed in Ontario  and,  if so
mailed,  shall be deemed to have been given and  received on the third  Business
Day following the date of mailing. Any notice or other communication transmitted
by fax, telex or other similar form of electronic  communication shall be deemed
given and received on the day of its  transmission  provided  that such day is a
Business Day and such  transmission  is completed  before 5:00 p.m. on such day,
failing  which  such  notice or other  communication  shall be deemed  given and
received on the first  Business Day after its  transmission.  Regardless  of the
foregoing,  if there is a mail  stoppage or labor  dispute or  threatened  labor
dispute  which has affected or could affect normal mail delivery by Canada Post,
then no notice or other  communication  may be delivered by registered  mail. If
there  has  been  a mail  stoppage  and if a  party  sends  a  notice  or  other
communication by fax, telex or other similar means of electronic  communication,
such party shall be relieved from the  obligation to mail the original  document
in accordance with this section.

             (h) BINDING EFFECT - This  Agreement  shall enure to the benefit of
and shall be binding  upon the parties and their  respective  heirs,  executors,
administrators, successors and permitted assigns.

         IN WITNESS WHEREOF the parties have executed this Agreement with effect
as of July 31, 2000

                                          PALLETT VALO

                                          Per:
                                               -----------------------
                                          Name:  Murray T. Box
                                          Title: Partner


-------------------------------------     ----------------------------
Witness:                                  Name:  RICHARD MacARTHUR
        -----------------------------


-------------------------------------     ----------------------------
Witness:                                  Name:  JOHN WHITTAKER
        -----------------------------


                                       12
<PAGE>

                                          ARS NETWORKS, INCORPORATED

                                          Per:
                                               ------------------------
                                          Name:
                                               ------------------------
                                          Title:
                                                -----------------------


                                          Per:
                                               ------------------------
                                          Name:
                                               ------------------------
                                          Title:
                                                -----------------------


                                          T & T DIESEL POWER LIMITED

                                          Per:
                                               ------------------------
                                          Name:
                                               ------------------------
                                          Title:
                                                -----------------------



                                          Per:
                                               ------------------------
                                          Name:
                                               ------------------------
                                          Title:
                                                -----------------------






                                       13