[OBJECT OMITTED]



                              ENGAGEMENT AGREEMENT





This Agreement is effective as of the date of execution, by and between
Thinkpath.com Inc, 55 University Avenue, Suite 505, Toronto, Ontario M5J 2H7
(referred to as "Company"), and entrenet2 Capital Advisors, LLC, 3510 Unocal
Place, Suite 103,Santa Rosa, California 95403 (referred to as "entrenet").

Company desires to have services provided by entrenet.

Therefore, the parties agree as follows:

1.       DESCRIPTION OF SERVICES. Beginning on the Effective Date, entrenet will
         provide the services, (collectively, the "Services") as described in
         Exhibit A attached hereto and incorporated herein by reference.

2.       PERFORMANCE OF SERVICES. The manner in which the Services are to be
         performed and the specific hours to be worked by entrenet shall be
         determined by entrenet. entrenet shall, and the Company will rely on
         entrenet's promise to work as many hours as may be reasonably necessary
         to fulfill entrenet's obligations under this Agreement.

3.       PAYMENT. Company will pay a fee to entrenet for the Services in an
         amount and under terms and conditions as described in Exhibit A.

4.       TRANSACTION. For purposes of this Agreement, the term "Transaction"
         shall mean, whether in one or a series of transactions: Any capital
         financing, including without limitation, any financing for debt,
         equity, capital stock (common or preferred), convertible instruments,
         lines of credit and secured and/or unsecured debt; Any merger or
         acquisition activity including without limitation, (i) the acquisition,
         directly or indirectly, through purchases, sales, or otherwise, of any
         or all portions of the securities of the Company by an investor or (ii)
         any merger, consolidation, reorganization, recapitalization,
         restructuring or other business combination involving the Company and
         an investor.




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5.       CONSIDERATION. For purposes of this Agreement, the term "Consideration"
         means the total proceeds and other consideration paid and to be paid or
         contributed directly or indirectly, in connection with a Transaction
         (which consideration shall be deemed to include amounts paid or to be
         paid into escrow) to the Company and its shareholders, including,
         without limitation: (i) cash; (ii) notes, securities, and other
         property (including all options, warrants or other instruments or
         arrangements convertible into or exercisable for any of the foregoing)
         at the fair market value thereof; (iii) liabilities assumed; (iv)
         payments to be made in installments; (v) amounts paid or payable under
         management, consulting, supply, service, distribution, technology
         transfer or licensing agreements, and real property or equipment lease
         agreements, and agreements not to compete, and other similar
         arrangements (including such payments to management), entered into
         other than in the ordinary course of business; and (vi) contingent
         payments, if actually paid (whether or not related to future earnings
         or operations). The fair market value of non-cash consideration
         consisting of securities shall be determined based upon (A) the closing
         sale price for such securities on the registered national securities
         exchange providing the primary market therein on the last trading day
         prior to the date of receipt thereof by the Company or its
         shareholders, (B) if such securities are not so traded, the average of
         the closing bid and asked prices, as reported by the National
         Association of Securities Dealers Automated Quotation System on the
         last trading day prior to the date of receipt thereof by the Company or
         its shareholders, or (C) if such securities are not so traded or
         reported, agreement between the Company and entrenet. The fair market
         value of any non-cash Consideration other than securities shall be
         determined by agreement of the Company and entrenet. If all or any
         portion of the Consideration is to be paid over time, then that portion
         of the Transaction Fee attributable thereto shall be payable, in the
         sole discretion of entrenet, either (i) as and when such payments are
         made or (ii) upon consummation of a Transaction, calculated based on
         the present value of such Consideration utilizing a discount rate of 7%
         per annum.

6.       ACCOUNTING AND INSPECTION RIGHTS. For all compensation referred to in
         Exhibit A, it is further agreed that Company shall maintain written
         records in sufficient detail for purposes of determining the amount of
         Fees due entrenet. Company shall provide to entrenet a written
         accounting that sets forth the manner in which Fee payments were
         calculated. Upon 15 days notice, entrenet or entrenet's agent shall
         have the right to inspect Company's records for the limited purpose of
         verifying the calculation of Fee payments, subject to such restrictions
         as Company may reasonably impose to protect the confidentiality of the
         records. Such inspections shall be made at the company's principal
         place of business during regular business hours as may be set by the
         Company.

7.       EXPENSE REIMBURSEMENT. entrenet shall be entitled to reimbursement from
         Company as described in Exhibit A.

8.       TERM/TERMINATION. This Agreement shall be effective upon signing and
         shall have an initial term and such renewal terms as shall be described
         in Exhibit A. The termination of this engagement is also defined in
         Exhibit A.

9.       RELATIONSHIP OF PARTIES. It is understood by the parties that entrenet
         is an independent contractor with respect to Company, and not an
         employee of Company. Company will not provide fringe benefits, such as
         health insurance benefits, paid vacation, or any other employee
         benefit, for the benefit of entrenet.

10.      INDEMNIFICATION. Recognizing that entrenet's role under this Agreement
         is advisory, by its acceptance of this Agreement the Company (i) agrees
         to indemnify and hold harmless entrenet its directors, officers, agents
         and employees ("Indemnified Persons") against all losses, claims,
         damages, penalties, judgments, liabilities and expenses of every kind
         whatsoever (including, without limitation, all fees and expenses of
         litigation or preparation therefore, whether or not entrenet is a party
         thereto) (collectively "Liabilities") which any of them may pay or
         incur arising out of or related to the Transaction or services which
         are the subject of this letter; and (ii) herby expressly and
         irrevocably waives any and all rights and objections which it may have
         against any Indemnified Persons in respect of any Liability arising out
         of or relating to the Transaction or services which are the subject of
         this letter, except to the extent in either (i) or (ii) such Liability
         arises primarily from entrenet's gross negligence or willful
         misconduct. The Company further agrees not to settle any claim,
         litigation or proceeding relating to a Transaction (whether or not
         entrenet is a party thereto) unless such settlement releases entrenet,
         its officers, directors and employees from any and all liability in
         respect of such Transaction. For the purposes of enforcing this
         indemnity and with respect to all claims and disputes under or relating
         to this Agreement, the Company and entrenet irrevocably submit to the
         exclusive jurisdiction of the State and Federal Courts in the State of
         California as the sole and exclusive forum for the resolution of such
         claims and disputes and irrevocably waives any objection as to venue or
         inconvenient forum. IF THIS LETTER OR ANY ACT, OMISSION OR EVENT
         DESCRIBED IN THIS PARAGRAPH BECOMES THE SUBJECT OF A DISPUTE, THE
         COMPANY AND ENTRENET EACH HERBY WAIVE TRIAL BY JURY. Without limiting
         the generality of this Section, any liability of entrenet to the
         Company hereunder together with any liability of entrenet under the
         Agreement shall not exceed the amount of the aggregate fees paid to
         entrenet under this Agreement.



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11.      COOPERATION, CONFIDENTIALITY, ETC. (a) The Company shall furnish
         entrenet with all information and data which entrenet shall reasonably
         deem appropriate in connection with its activities on the Company's
         behalf, and shall provide entrenet full access to the Company's
         officers, directors, employees and professional advisors. The Company
         recognizes and confirms that entrenet in acting pursuant to this
         engagement will be using information in public reports and other
         information provided by others, including information provided by the
         Company, and that entrenet does not assume responsibility for, and may
         rely without independent verification upon, the accuracy or
         completeness of any such information. (b) the Company agrees that
         entrenet's advice is for the use and information of the Company's
         management and Board of Directors only and the Company will not
         disclose such advice to others (except the Company's professional
         advisors and except as required by law) or summarize or refer to such
         advice without, in each case, entrenet's prior written consent.
         Notwithstanding anything to the contrary contained in the foregoing, in
         the event the Company is required by law to make any filings with any
         governmental authority (including without limitation the Securities and
         Exchange Commission) which mention entrenet or any disclosure to the
         holder of its securities concerning entrenet, the Company shall afford
         entrenet the opportunity to review such disclosure in advance and to
         approve the form thereof, such approval not to be unreasonably withheld
         or delayed. entrenet agrees that it will not, without the prior written
         consent of the Company, disclose, to any third party any confidential
         information provided by the Company to entrenet in connection with this
         engagement, except to the extent (i) such disclosure is required by
         applicable law, regulation or legal process, (ii) such information
         becomes publicly known other than as a result of the breach by entrenet
         of its obligations set forth in this sentence, and (iii) such
         disclosure is requested or required by any bank regulatory authority
         having jurisdiction over entrenet.

12.      OTHER TRANSACTIONS. The Company acknowledges that entrenet and its
         affiliates may have and may in the future have investment and
         commercial banking, trust and other relationships with parties other
         than the Company, which parties may have interests with respect to a
         Transaction. Although entrenet in the course of such other
         relationships may acquire information about the Transaction, potential
         investors or such other parties, entrenet shall have no obligation to
         disclose such information to the Company or to use such information on
         the Company's behalf. Furthermore, the Company acknowledges that
         entrenet may have fiduciary or other relationships whereby entrenet may
         exercise voting power over securities of various persons, which
         securities may from time to time include securities of the Company,
         potential investors or to others with interests with respect to a
         Transaction. The Company acknowledges that entrenet may exercise such
         powers and otherwise perform its functions in connection with such
         fiduciary or other relationships without regard to its relationship to
         the Company hereunder.

13.      ACKNOWLEDGMENT OF SERVICES PROVIDED. entrenet may include descriptions
         of services provided by entrenet to the Company in entrenet's
         promotional materials. entrenet shall also have the right to place
         notices ("Tombstones") in financial and other newspapers and journals
         at entrenet's own expense describing its services to Company under this
         Agreement. entrenet may not otherwise publicly refer to the Company
         without the Company's prior consent.



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14.      NOTICES. All notices required or permitted under this Agreement shall
         be in writing and shall be deemed delivered when delivered in person or
         deposited in the United States mail, first class postage prepaid,
         addressed as follows:

           IF FOR COMPANY:
           Thinkpath.com Inc
           Declan French
           Chairman and Chief Executive Officer
           55 University Avenue, Suite 505
           Toronto, Ontario M5J 2H7
           FAX - (416) 364-2424
           EMAIL - dfrench@thinkpath.com




           IF FOR ENTRENET:
           ---------------
           entrenet2 Capital Advisors, LLC
           John Billington
           Managing Director
           3510 Unocal Place, Suite 103
           Santa Rosa, CA  95403
           FAX - 707-284-3510
           EMAIL - john@entre.net


         Such addresses may be changed from time to time by either party, by
         providing written notice to the other in the manner set forth above.

15.      ARBITRATION AND CONSENT TO JURISDICTION. Any dispute and/or controversy
         relating to or arising from the interpretation and/or application of
         this Agreement shall be submitted at the request of the Company or
         entrenet to a neutral arbitrator selected by the parties from a
         mutually acceptable panel of arbitrators for a determination which
         shall be final and binding as to the parties thereto. Arbitration shall
         take place in the providence of Ontario, Canada. The decision and award
         of the arbitrator may include the cost of the arbitration proceedings
         and may include reasonable attorney fees for the successful party.
         Nothing herein contained shall be deemed to affect the rights of any
         Party to serve process in any manner other than as permitted by law.

16.      ENTIRE AGREEMENT. This Agreement, along with any Exhibits attached
         hereto, contains the entire agreement of the parties with respect to
         the subject matter and supersedes any other agreement whether oral or
         written which are not fully expressed herein, except for carryover
         provisions of any previous executed agreements between entrenet and
         Company.

17.      AMENDMENT. This Agreement may be modified or amended if the amendment
         is made in writing and is signed by both parties.

18.      SEVERABILITY. If any provision of this Agreement shall be held to be
         invalid or unenforceable for any reason, the remaining provisions shall
         continue to be valid and enforceable. If a court finds that any
         provision of this Agreement is invalid or unenforceable, but that by
         limiting such provision it would become valid and enforceable, then
         such provision shall be deemed to be written, construed, and enforced
         as so limited.

19.      WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
         provision of this Agreement shall not be construed as a waiver or
         limitation of that party's right to subsequently enforce and compel
         strict compliance with every provision of this Agreement.



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20.      APPLICABLE LAW. This Agreement shall be governed by the laws of the
         State of California, excluding that body of law known as conflict of
         laws.




THINKPATH.COM INC.                           ENTRENET(2) CAPITAL ADVISORS, LLC

/S/ Declan French                            /S/ John Billington
By ________________________________________  By: _______________________________
Declan French                                John Billington
Chairman and Chief Executive Officer         Managing Director

                 November 5, 2001                             November 5, 2001
Date Executed: _____________________________ Date Executed: ____________________









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                                    EXHIBIT A





ADVISORY SERVICES PROVIDED BY ENTRENET


As a corporate advisor, entrenet will use its best efforts to assist Company in
achieving a successful Transaction. Such Transaction, as defined in paragraph
four (4) of this Agreement, includes without limitation: any capital financing,
debt financing, and/or merger/acquisition transactions.

entrenet will not act as a broker, but will assist in locating brokerage
services if required. entrenet will not participate in general advertising or
solicitation of the Company. Investors brought to the Company will be accredited
investors to the best of entrenet's knowledge.

In addition, entrenet SHALL NOT have authority to do the following:

     o    Hold any funds or securities in connection with a proposed sale of the
          Company's securities;
     o    Bind or obligate the Company in any respect;
     o    Make any representations respecting the business or affairs of the
          Company to any prospective investor or customer whether in connection
          with investment or otherwise and entrenet agrees not to make any such
          representations unless previously authorized by the Company in
          writing; or
     o    Make any offers to sell equity, debt, or assets of the Company.

At the Company's request, entrenet may provide services beyond those listed
above; however, the Company shall pay to entrenet a separate consulting rate for
these additional services. The Company and entrenet shall agree on such rates,
in writing, prior to entrenet providing such services.


ENTRENET COMPENSATION.


      TRANSACTIONS.

      DEBT. Upon the successful completion of a debt Transaction, as defined in
      paragraph 4 of this Agreement, initiated at any time prior to the
      termination of this Agreement, the fees paid to entrenet shall be one and
      one half percent (1.5%)(payable in cash) of gross Consideration as defined
      in paragraph 5 of this Agreement.

      EQUITY. Upon the successful completion of an equity or convertible debt
      Transaction, as defined in paragraph 4 of this Agreement, initiated at any
      time prior to the termination of this Agreement, the fees paid to entrenet
      shall be four percent (4%) payable in cash of gross Consideration as
      defined in paragraph 5 of this Agreement

      MERGERS & ACQUISITIONS. Upon the successful completion of a merger,
      acquisition or other business combination Transaction, as defined in
      paragraph 4 of this Agreement, initiated at any time prior to the
      termination of this Agreement, the fees paid to entrenet shall be four
      percent (4%), payable in cash, of gross Consideration as defined in
      paragraph 5 of this Agreement



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      ESCROW.

      All Fees, Common Stock Warrants, or other consideration earned in
      conjunction a transaction are to be paid through the escrow account at
      time of closing of the transaction.

EXPENSE REIMBURSEMENT

      PRE-APPROVED EXPENSES.

      The Company's prior approval, entrenet shall be entitled to reimbursement
      from the Company for reasonable amounts of the following "out-of-pocket"
      expenses: travel expenses, airfare, hotel, meals, printing & binding or
      other expenses as shall be mutually agreed upon.


TERM

The term of the Agreement shall be twelve (12) months from date of signing. The
Agreement shall automatically renew for successive twelve (12) month terms,
unless either party provides 60 days written notice to the other party prior to
either the termination of the applicable initial term or any renewal terms.

For any sources introduced to the company prior to termination, the above
entrenet compensation schedule will remain in effect for two (2) years following
the termination date of this Agreement.




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