SHARE EXCHANGE AGREEMENT

               THIS AGREEMENT made the 30th day of November, 2000

                                    BETWEEN:

               OPTIMA GLOBAL CORPORATION, 205 Worth Avenue, Suite
              201, Palm Beach, FL 33480, a corporation governed by
                              the laws of Delaware
                    (hereinafter referred to as the "Parent")


                                     - AND -

 INTERNATIONAL DART CORPORATION, 55 King St. Suite 400, St. Catharines, Ontario,
                               Canada L2R 3H5, a
                   corporation governed by the laws of Ontario
                   (hereinafter referred to as the "Company")

         WHEREAS  the  Boards of  Directors  of  Parent  and  Company  have each
         determined  that it is  advisable  and in the best  interests  of their
         respective  shareholders  for Parent to acquire  control of the Company
         through an exchange of all of the issued and outstanding  Shares of the
         Company  for shares in Parent upon the terms and  conditions  set forth
         herein (the "Acquisition");

         WHEREAS,  pursuant  to the  Acquisition,  by means  of the  transaction
         described  herein,  each Company  Common  Share shall be exchanged  for
         eight (8) share(s) of Parent Common Shares;

         WHEREAS,  pursuant  to the  Acquisition,  by means  of the  transaction
         described herein, all issued Company Common Shares shall be returned to
         treasury,  and Company shall issue one (1) share of its Common Stock to
         Optima Global Corporation;

         AND  WHEREAS the Company  wishes to exchange  and the Parent  wishes to
         exchange  the shares of  International  Dart  Corporation  owned by the
         Company;

                           NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  that  in
         consideration of the mutual covenants  contained herein, in an exchange
         of shares by each of the parties to each other as hereinafter  set out,
         and other good and valuable  consideration (the receipt and sufficiency
         of which is being  hereby  acknowledged),  the parties  hereto agree as
         follows:

                                    ARTICLE I

                        DEFINED TERMS AND INTERPRETATION



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     1.1 Definitions. Whenever used in this Agreement, unless there is something
in the subject matter or context inconsistent therewith, the following words and
terms shall have the following meanings, respectively:

     (1) "Parent  Common  Shares"  means the common shares in the capital of the
Parent, as constituted on the Closing Date;

     (2) "Assets" means all the undertaking,  property and assets of the Company
whether  owned  licensed or leased,  of every kind and  description  wheresoever
situated;

     (3) "Business" means the business carried on the Company;

     (4)  "Business  Day" means a day other than a  Saturday,  Sunday or any day
other than Saturday or Sunday on which the principal commercial banks located at
Toronto, Ontario are not open for business during normal banking hours;

     (5)  "Closing"  means the  completion  of the sale to and  purchase  by the
Parent of the Purchased Shares contemplated herein;

     (6) "Closing  Date" means  effective  November 30, 2000, or such earlier or
later date as may be mutually acceptable to the Parties;

     (7) "Company" means International Dart Corporation;

     (8)  "Consents"   means   consents,   approvals,   authorizations,   order,
registrations and filings;

     (9) "Contractual or Other Right or Obligation" means any form of agreement,
contract,  instrument,  license, permit, registration,  judgment, order, decree,
indenture, lease, engagement, commitment and franchise;

     (10) "Documentation:  means manuals and all other information  necessary to
support the Software, including the written materials relating to the Software;

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

     (12)  "Encumbrance"  means any form of  agreement,  option,  understanding,
commitment, equity, covenant, mortgage, charge, security interest, lien, adverse
claim,  pledge,  restriction,  encumbrance  or right to  privilege  affecting or
capable of  affecting  the title or right of ownership or ability to transfer or
convey any property or asset;

     (13)  "Extraordinary  Business  Combination"  means,  with  respect  to any
corporation,  the acquisition or disposition of all or any substantial amount of
its  issued  share  capital,  or any  amalgamation,  merger,  sale of all or any
substantial part of its assets, takeover bid, reorganization, re-capitalization,
liquidation,   winding-up   or,  or  other   business   combination  or  similar
transaction, involving such corporation;


<PAGE>


     (14) "Interim Period" means the period between the close of business on the
Effective Date and Time of Closing on the Closing Date;

     (15) "ITA" means the Income Tax Act (Canada);

     (16)  "Parties"  means,  collectively,  the parties to this  Agreement  and
"Party" means any one of them;

     (17) "Person" means an individual, corporation, partnership, unincorporated
syndicate, unincorporated organization, trust, trustee, executor, administrator,
or other legal representative,  government or governmental agency, department or
instrumentality, or any group or combination thereof;

     (18) "Purchase Price" has the meaning ascribed thereto in Section 2.2;

     (19)  "Exchange  Shares"  means:  shares to be  exchanged  pursuant to this
acquisition.

     (20) "Company  Common Shares" means the common shares in the capital of the
Company, as presently constituted;

     (21)  "International  Dart  Corporation"  means the  company  which owns or
licences the hardware,  software, firmware or intellectual property developed by
or for International Dart Corporation or owned or licensed by International Dart
Corporation, and including related design documentation,  and any software tools
or  similar  materials  that  are  necessary  to use,  modify,  manufacture  and
understand  the Software and that are not generally  available  from third party
companies;

     (22) "Taxes" means any and all income,  profits, use, occupancy,  transfer,
franchise,   withholding,   payroll,  employment,   corporate,  capital,  stamp,
business,  realty,  sales, fuel, excise or other taxes,  duties, fees, surtaxes,
assessments,   levies,  imports  or  charges  payable  to  or  exigible  by  any
governmental agency, authority or instrumentality, domestic or foreign;

     (23) "Technology"  means any and all technologies,  procedures,  processes,
designs,  inventions,  discoveries,  know-how, show-how and works of authorship,
including with limitation the Software,  the Documentation  and trademarks,  and
all (i) issued Canadian,  United States and foreign patents,  utility models and
the like,  an  applications  therefore  pending  before any  relevant  authority
worldwide;  (ii)  copyrights  and other rights in works of  authorship,  whether
registered or not; (iii) mask work rights;  (iv) trade  secrets;  (v) trademarks
and service marks, whether registered or not; and (vi) confidential information,
and any other intellectual property rights in existence as of the date hereof in
or relating to the Software;



<PAGE>


     (24) "This agreement", "herein", "hereto", "hereby", "hereunder",  "hereof"
and  similar  expressions  refer  to this  agreement  and not to any  particular
clause,  sub clause,  section,  subsection or paragraph or other portion hereon,
and include  amendments  hereto,  any agreement which is  supplementary to or in
amendment or confirmation of this Agreement and any schedules hereto or thereto;

     (25) "Time of Closing"  means 2:30 p.m.  (Toronto time) on the Closing Date
or such other item as may be mutually acceptable to the Parties; and

     (26)  "Trademarks"  means all the trademarks and service marks,  whether or
not registered,  used by International Dart Corporation including "International
Dart Corporation".

     1.2 Gender and Number.  Any  reference  in this  Agreement  to gender shall
include all genders and words used herein  importing  the  singular  number only
shall include the plural and vice versa.

     1.3 Headings, Etc. The division of this Agreement into Articles,  Sections,
Subsections  and  other  subdivisions  and the  insertion  of  headings  are for
convenience  of  reference  only and shall  not  affect  or be  utilized  in the
construction or interpretation hereof.

     1.4 Currency. All references in this Agreement to dollars, unless otherwise
specifically indicated, are expressed in Canadian currency.

     1.5 Governing Law. This agreement  shall be construed,  interpreted and the
rights of the Parties  determined  in accordance  with the laws,  other than the
conflicts  of laws rules,  of the State of  Delaware  and the laws of the United
States of America  applicable  therein and shall be treated in all respects as a
Delaware  contract.  The Parties hereby irrevocably atone to the jurisdiction of
the courts of the State of Delaware, and arbitration in the State of New York.

                                   ARTICLE II

                           TRANSFER OF EXCHANGE SHARES

     2.1  Exchange  Shares.  Subject  to the terms and  conditions  hereof,  the
Company covenants and agrees to exchange,  assign and transfer to the Parent its
shares free and clear of all encumbrances,  in a one (1) for-eight  (8)exchange.
Parent covenants and agrees to exchange,  assign and transfer to the Company its
shares free and clear of all encumbrances, in a one (1)-for-eight (8) exchange.

     2.2  Exchange of Shares.  The  Exchange  to each  Company in respect of the
International  Dart  Corporation  Common  Shares  to  be  sold  by  the  Company
hereunder,  shall be paid and  satisfied  by the  issuance to the Company at the
Time of Closing of eight(8) Optima Global  Corporation  Common Share(s) for each
International  Dart  Corporation  Common  Shares  so  sold.  Subsequent  to this
exchange,  International Dart Corporation shall issue One (1) Share Common Stock
to Optima Global Corporation.

     2.3 Company and Parent Election. The Company and the Parent agree



<PAGE>

jointly  to  file  elections  pursuant  to  subsection  85(1) of the ITA  in the
prescribed  form  and  within  the  prescribed  time  whereby  the  proceeds  of
disposition  to Company of the Exchanged  Shares  transferred by Company and the
cost thereof to the Parent shall be deemed to be the "cost  amount"  (within the
meaning of the ITA) of such Exchanged Shares to Company.  Company and the Parent
agree  to  jointly  file  corresponding   elections  pursuant  to  any  relevant
provincial taxing statutes.

     2.4  Adjustments.  If the taxing  authority  disputes  any  elected  amount
provided for in Section 2.4 hereof,  the Parent  agrees to adjust such  disputed
elected  amount,  in  accordance  with the  provisions  of the  relevant  taxing
statute, to an amount that is mutually agreeable to theaffected Company and such
taxing authority.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES


     Representations  and Warranties of the Company.  The Company represents and
warrants  to the Parent as follows and  acknowledges  that the Parent is relying
upon such representations and warranties in connection with the entering into of
this Agreement and the consummation of the transactions contemplated hereby;

     3.1  Incorporation  and Good  Standing  of the  Company.  The  Company is a
corporation  duly  incorporated,  organized and validly  subsisting  and in good
standing under the laws of its  jurisdiction of  incorporation.  The Company has
all  necessary  corporate  power and  authority to own or lease its property and
assets  and to carry  on the  business  as now  being  conducted  and is in good
standing in all  jurisdictions in which the nature of the business  conducted by
it or the property owned or leased by it makes such qualification,  licensing or
registration necessary.

     3.2  Authorized  Capital  of the  Company.  The  authorized  capital of the
Company  consists of an unlimited  number of Common Shares of which One Million,
One Hundred  Thousand,  Two Hundred and Sixty-One  (1,100,261)  Common Shares of
International  Dart  Corporation have been validly issued and are outstanding as
fully paid and non- assessable, and no Person has any agreement or option or any
right or  privilege  (whether by law,  pre-emptive  or  contractual)  capable of
becoming an  agreement  or option,  including  convertible  shares,  warrants or
convertible obligations of any nature for the purchase, subscription,  allotment
or issuance of any of the unissued  shares or shares  convertible  into unmissed
shares in the capital of the Company except as otherwise  noted.  There shall be
issued and outstanding ONE SHARE after the completion of the EXCHANGE.

     3.3 Capacity of the Company.

<PAGE>


     (27) If the Company is a corporation,  it is duly  incorporated and validly
subsisting  and in good  standing  under  the  laws of the  jurisdiction  of its
incorporation.

     (28) If the Company is an  individual,  the Company has attained the age of
majority and has the legal capacity and competence to execute this Agreement and
to take all actions required pursuant hereto.

     (29) If the Company is a  corporation,  the Company has the legal  capacity
and  competence  to execute  this  Agreement  and to take all  actions  required
pursuant hereto and all necessary approvals by directors and shareholders of the
Company,  or  otherwise,  have been given to authorize it to execute and deliver
this Agreement and to take all actions required pursuant hereto.

     3.4 Resident of Canada.  Company is not a  "non-resident"  of Canada within
the  meaning of the ITA and is not a  "non-Canadian"  within the  meaning of the
Investment Canada Act.

     3.5 Title to  Purchased  Shares.  Each  shareholder  of the  Company is the
registered owner of the  International  Dart  Corporation  Common Shares and has
good and  marketable  title  thereto,  as  beneficial  owner or trustee  for the
beneficiary  owner(s) of such shares, free and clear of any and all Encumbrances
of any kind whatsoever.  Except for those shares held in trust, no Person, other
that it, has any interest, direct or indicated, beneficial or otherwise, in such
Purchased Shares.

     3.6 Litigation  Affecting the Purchased Shares. There are no suits, actions
or  other  legal  proceedings  or any  sort of  claims  or  demands  pending  or
threatened  which would  refrain or  otherwise  prevent it, in any manner,  from
effectively  and legally  transferring  the Purchased  Shares owned by it to the
Parent  free and clear of any and all  Encumbrances  nor are  there  any  suits,
actions or other legal  proceedings  pending or  threatened  the effect of which
would be to cause an Encumbrance to attach to such Purchased  Shares,  to divest
title to such Purchased Shares or make any of the Parties liable for damages and
it has no knowledge of any claims which should give rise to such a suit,  action
or legal proceeding.

     3.7 Books and Records. All accounts, books, ledgers and other financial and
accounting records of the Company have been fully,  properly and accurately kept
and  completed  and are  up-to-date  and there are no material  inaccuracies  or
discrepancies  of any kind contained or eflected  therein.  The Company does not
have  any of its  records,  systems,  controls,  data or  information  recorded,
stored,  maintained,  operated or otherwise  wholly or partly  dependent upon or
held by any means (including any electronic, mechanical or photographic process,
whether  omputerized  or not) which  (including  all means of access thereto the
there  from) are not under the  exclusive  ownership  and direct  control of the
Company.


<PAGE>



     3.8 Assets.


     (1) The Company has good and  marketable  title to all or its Assets  (real
and personal,  tangible and intangible,  including leasehold  interests) in each
case subject to no encumbrance or any kind or character.

     (2) The Assets are adequate and  sufficient for the conduct of the Business
substantially  in the manner  presently  carried on and include all  proprietary
rights,  trade  secrets  and  other  property  and  assets,  real and  personal,
applicable to or used in connection with the Business.

     3.9 Real Property.  The Company is not the owner of, or under any agreement
or option to own, any real property or any interest therein.

             Leased Premises.  The Company is not the party to the  lease of any
             real property or any interest therein.


     3.10 Leases of Personal Property.  The Company is not a party to any lease,
sublease,  conditional  sales contract,  franchise,  license or other agreement,
under which the Company is the lessee or lessor of or holds,  uses or claims any
interest  in any  personal  property  of the  Business,  other than the  Licence
Agreement with High Flyte International Ltd. referred to in this Agreement.

     3.11 No  Breach of  Contracts.  Each  contract  or  agreement  to which the
Company is a party is in full force and effect  and  unamended,  the  Company is
entitled to all rights and benefits  hereunder  (including  the right to receive
royalties and other payments  hereunder) and there exists no default or event of
default or event,  occurrence,  condition or act  (including the purchase of the
Purchased Shares hereunder) which, with the giving of notice,  the lapse of time
or the  happening  of any other event or  condition,  would  become a default of
event of default  hereunder and the terms and  conditions of such  contracts and
agreements  will  not  be  affected  by  the  completion  of  the   transactions
contemplated  hereunder.  The  Company  has not  violated  or  breached,  in any
material  respect,  any of the terms or  conditions of any contract or agreement
and, to the best of the knowledge of the Company,  the covenants to be performed
by any other party thereto have been fully performed.

     3.12  Restrictive  Documents.  It is not  subject  to, or a party  to,  any
charter  or  by-law  restriction,  Encumbrance,  Contractual  or Other  Right or
Obligation,  law, rule, ordinance,  regulation,  or any other restriction of any
kind or  character  which would  prevent the  consummation  of the  transactions
contemplated by the Agreement or compliance by it with the terms, conditions and
provisions hereof.

     3.13 Taxes. For all periods prior to the date of this Agreement;



<PAGE>

              (a)  all federal,  provincial  and  foreign  tax returns  and  tax
              reports required to be filed by the Company have been timely filed
              with the appropriate  governmental  agencies in all  jurisdictions
              in  which such  returns and  reports  are required  to  be  filed,
              an all of the foregoing are true, correct and complete;

              (b)  all  Taxes (including  interest  and  penalties) due from the
              Company  have  been   fully  paid  or,  adequate  provisions  made
              therefore; and

     (3) to the best knowledge of the Company,  no claim or liability is pending
or has been assessed or asserted or threatened against the Company in connection
with any such  Taxes,  and the  Company  knows of no basis for any such claim or
liability.

     3.14 Patented  Technology.  The patented Technology is exclusively licenced
by the  Company  from  High  Flyte  International  Ltd.,  pursuant  to a Licence
Agreement which is in good standing,  and the Company has the sole and exclusive
right to use the same  free and  clear of any  right or claim of any  Person  or
Corporation,  save and except its obligations  under the Licence  Agreement with
High Flyte  International  Ltd.  All  registrations  and  filings  necessary  to
preserve the rights of the company in the Patented Technology have been made and
are in good standing. The ownership,  use, licensing,  sale, distribution and/or
commercial exploitation of the Patented Technology and/or any product or service
containing,  using or otherwise incorporating any of the Patented Technology and
the conduct of the  Business,  to the best of the  Company's  knowledge,  do not
infringe upon, breach, or in any way violate the patents, licenses, trade marks,
trade names, service marks,  copyrights or any applications therefore or similar
intangible or proprietary rights of any other Person or Corporation. To the best
of each of the  Company's  knowledge,  there are no  disputes,  suits,  actions,
arbitrations,  proceedings,  claims  or  investigations  of  any  sort  pending,
threatened or contemplated  affecting any of the Patented  Technology or against
the Company or any customer,  mediate or intermediate,  privy, supplier, officer
or  agent  of  the  Company  regarding  the  ownership,  use  licensing,   sale,
distribution  and/or  commercial  exploitation  of the  Patented  Technology  or
otherwise  relating to the Patented  Technology.  No Person has any agreement or
option,  or any right or  privilege  capable of becoming an agreement or option,
for the purchase or  sub-licensing  of any of the Patented  Technology  from the
Company.

     3.15  Subsidiaries.  The  Company  has no  subsidiaries,  nor are there any
agreements  of any nature to acquire  any  agreement  or option or to acquire or
lease any other business operations.

     3.16 Corporate Records. The minute books and corporate records of the



<PAGE>


Company  from  its date  of  incorporation to the date hereof  are the  original
minute  books and  corporate  records  of the  Company,  are true,  correct  and
complete  in all  respects,  and contain  all  minutes  and  resolutions  of all
proceedings  of the  shareholders  and the  board of  directors  (including  all
committees  thereof) of the Company or certified copies thereof from the date of
incorporation  to the  date  hereof  which  are  true  and  correct  in form and
substance  and, to the best of the  knowledge of any of the Company,  there have
been no other meetings, resolutions or proceedings of the shareholders or of the
board of directors  (including any  committees  thereof) of the Company from its
date of incorporation to the date hereof, not reflected in such minute books and
the corporate  records.  All such meetings were duly called and held.  The share
certificate books, register of shareholders,  register of transfers and register
of directors of the Company are true, correct and complete.

     3.17 Powers of Attorney.  There are no Persons holding a general or special
power of attorney from the Company.

     3.18  Liabilities.   The  Company  has  no  material   liabilities   except
liabilities  contemplated  by this  Agreement  and  costs  associated  with  the
transactions contemplated hereby.

     3.19 Insolvency.  The Company is not insolvent, nor has it committed an act
of bankruptcy,  proposed a compromise or arrangement to its creditors generally,
taken any  proceeding  with respect to a compromise  or  arrangement,  taken any
proceeding to have itself declared bankrupt or wound-up, taken any proceeding to
have a receiver  appointed over any part of its assets,  had any  encumbrance or
receiver take  possession  of any of its property,  had an execution or distress
become  enforceable or levied upon any of its property or had any petition for a
receiving order in bankruptcy filed against it.

     3.20 Consents.  There are no Consents or filings that should be obtained or
made in order to complete transactions contemplated by this Agreement.


     3.21 No Options, Etc. Except for the Parent under this Agreement, no Person
has any  agreement  or  option,  or any  right  or  privilege  (whether  by law,
pre-emptive or  contractual)  capable of becoming an agreement or option for the
purchase from it of any of the Purchased Shares owned by it.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE PARENT


            Representations And Warranties Of The Parent. The Parent



<PAGE>


represents  and warrants  to the  Company as  follows and acknowledges  that the
Company are relying upon such  representations and warranties in connection with
the entering into of this  Agreement and the  consummation  of the  transactions
contemplated hereby.

     4.1  Incorporation  and  Good  Standing  of the  Parent.  The  Parent  is a
corporation duly incorporated and validly  subsisting and in good standing under
the laws of the State of Delaware.  The Parent has all necessary corporate power
and  authority  to own or lease  its  property  and  assets  and to carry on its
business as now being conducted by it.

     4.2 Validity of Agreement.

     (a) The Parent has all necessary right,  power and authority to enter into,
execute and deliver this Agreement and to perform its obligations hereunder.

     (b) The entry into,  execution and delivery of this Agreement and all other
agreements and documents  required to be delivered by the Parent hereunder,  the
performance by the Parent of its obligations  hereunder and the  consummation of
the transactions  contemplated  hereby: i) have been and will be duty authorized
by all necessary action,  corporate or otherwise,  on the part of the Parent and
(ii) do not or will not  conflict  with or  constitute  a breach of or a default
under or create any Encumbrance  under (or would not with the passage of time or
the giving of notice,  or both,  conflict  with or  constitute  a breach of or a
default under or create any Encumbrance under) any of the terms or provisions of
the co  stating  documents,  by-laws  or  resolutions  of the  Parent  or of any
Contractual  or Other Right or  Obligation  to which the Parent is a party or by
which  the  Parent  is  bound or of any laws or  regulations  applicable  to the
Parent.

     (c) Each of this Agreement and all other agreements and documents  required
to be  delivered  by  the  Parent  hereunder  constitute,  or on  delivery  will
constitute,  a legal,  valid and binding  obligation  of the Parent  enforceable
against it in accordance with its terms.

     4.3  Shares.  The Optima  Global  Corp.  Common  Shares to be issued to the
Company  hereunder  will be  validly  issued and  outstanding  as fully paid and
non-assessable shares of the Parent upon issuance and delivery to the Company.

     4.4 Authorized  and Issued  Capital.  The authorized  capital of the Parent
consists of an 50,000,000 of common shares of which 17,500,000 common shares are
issued and  outstanding  as fully paid and  non-assessable  shares of the Parent
upon issuance and delivery to the Company.



<PAGE>


     4.5 Consents.  Other than the approval of the  shareholders  of the Parent,
there are no  Consents  or filings  that  should be obtained or made in order to
complete the  transactions  contemplated  by this Agreement  (including  without
limitation  any  Consents  of or  filings  with any shares  commission  or stock
exchange),

     4.6 Restrictive Documents. The Parent is not subject to, or a party to, any
charter  or  by-law  restriction,  Encumbrance,  Contractual  or Other  Right or
Obligation,  law, rule, ordinance,  regulation,  or any other restriction of any
kind or  character  which would  prevent the  consummation  of the  transactions
contemplated  by this  Agreement  or  compliance  by the  Parent  with the terms
conditions and provisions hereof.

     4.7 Subsidiaries. The Parent does not have any subsidiaries.


     4.8 Parent's Options. No Person has or at the Time of Closing will have any
agreement or option or any right or privilege  (whether by law,  pre-emptive  or
contractual) capable of becoming an agreement or option,  including  convertible
shares,  warrants or  convertible  obligations  of any nature for the  purchase,
subscription,  allotment  or  issuance of any of the  unmissed  shares or shares
convertible  into unmissed  shares in the capital of the Parent,  other than the
rights of the Company  hereunder  and the rights of the holders of the remaining
shares of the Company to exchange such shares of the Parent.

     4.9  Liabilities.  The Parent has no material  liabilities  or  obligations
except liabilities  contemplated by this Agreement and costs associated with the
transactions contemplated hereby.

     4.10 Taxes.  For all periods prior to the date of this Agreement,

     (30) all federal, state and foreign tax returns and tax reports required to
be filed by the Parent have been timely filed with the appropriate  governmental
agencies in all  jurisdictions in which such returns and reports are required to
be filed, and all of the foregoing is true, correct and complete;

     (31) all Taxes (including  interest and penalties) due from the Parent have
been fully paid or, adequate provisions are made therefore; and

     (32) to the best knowledge of the Parent,  no claim or liability is pending
or has been assessed or asserted or threatened  against the Parent in connection
with any such  Taxes,  and the  Parent  knows of no basis for any such  claim or
liability.



<PAGE>


     4.11  Litigations,  Compliance  with Laws.  The Parent has  complied in all
significant  respects  with  all  applicable  laws  and  orders,  and all  other
requirements and rules of governmental authorities.  The Parent is not presently
subject to any court or  administrative  order,  judgment,  or decree.  No suit,
action,  investigation,  governmental proceeding,  administrative  proceeding or
other litigation of any kind or nature to which the Parent may be a party is now
pending, threatened or, to the knowledge of the Parent, contemplated.

     4.12 Subsequent  Events.  Except as otherwise  contemplated or permitted by
this Agreement:

     (33)  there  has not been any  material  adverse  change  in the  financial
condition, business, business organization or personnel of the Parent;

     (34) there has not been any  acquisition or retirement by the Parent of any
of its capital  stock or any dividend or other  distribution  declared,  paid or
made on or with respect to its capital stock;

     (35) there has not been any sale, mortgage,  pledge or other disposition of
any asset owned by the Parent;

     (d) the Parent has not merged or consolidated with any other corporation;

     (e) the Parent has not  altered or amended its  corporate  charter or other
instrument governing its corporate existence or powers, or by-laws; and

     (36) the Parent has not entered into,  materially amended or terminated any
material contract, agreement, franchise, permit or license.

     4.13 Books and Records.  All accounts,  books,  ledgers and other financial
and  accounting  records of the Parent have been fully,  properly and accurately
kept and completed and there are no material  inaccuracies or  discrepancies  of
any kind  contained  or reflected  therein.  The Parent does not have any of its
records,  systems controls,  data or information recorded,  stored,  maintained,
operated  or  otherwise  wholly  or partly  dependent  upon or held by any means
(including  any  electronic,   mechanical  or  photographic   process,   whether
computerized  or not) which  (including  all means of access  thereto  and there
from) are not under the exclusive ownership and direct control of the Parent.

     4.14 Assets. The Parent has no material assets.


     4.15 Leased Premises.  The Parent is not a party to any lease, agreement to
lease or  agreement  in the  nature of a lease,  whether  as  lessor or  lessee,
respecting real property.

     4.16 Leases of Personal  Property.  The Parent is not a party to any lease,
sublease,  conditional  sales  contract,  franchise,  license or other agreement
respecting personal property.

     4.17  Contracts.  The  Parent  is not a party to or  bound by any  material
contracts, agreements, engagements or commitments.

     4.18 Powers of Attorney.  There are no Persons holding a general or special
power of attorney from the Parent.




<PAGE>


     4.19 Insolvency.  The Parent is not insolvent,  nor has it committed an act
of bankruptcy, proposal of compromise or arrangement to its creditors generally,
taken any  proceeding  with respect to a compromise  or  arrangement,  taken any
proceeding to have itself declared  bankrupt or wound-up taken any proceeding to
have a receiver  appointed over any part of its assets,  had any  encumbrance or
receiver take  possession  of any of its property,  had an execution or distress
become  enforceable or levied upon any of its property or had any petition for a
receiving order in bankruptcy filed against it.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

     5.1 Parent's Conditions Precedent. The obligation of the Parent to complete
the  purchase  of  the  Purchased  Shares  hereunder  shall  be  subject  to the
satisfaction  of, or compliance  with, at or before the Time of Coming,  each of
the following  conditions  precedent each of which is separate,  is provided for
the  exclusive  benefit  of the  Parent  and  may be  waived  by the  Parent  in
accordance with Section 5.4;

     (a) all corporate, legal and regulatory proceedings, approvals and consents
as are reasonably  considered  necessary by the Parent's  solicitors  shall have
been  taken  or  obtained  to  permit  the   consummation  of  the  transactions
contemplated herein;

     (b) the  Company  shall  not have any  material  assets  other  than  those
relating to the Business and shall not have any material liabilities (whether or
not absolute,  contingent or otherwise) other than those liabilities incurred to
the ordinary course of operation of the Business;

     (c) all of the  representations  and  warranties  of the Company  contained
herein or in any  certificate or other  document  delivered or given pursuant to
this  Agreement  shall be true and  correct and with the same effect as if made,
and as of the time of Closing and the Parent shall have received a  certificate,
confirming, to the best of the Company's knowledge,  information and belief, the
truth and  correctness  in all  material  respects of such  representations  and
warranties (except as such representations and warranties may be affected by the
occurrence  of events  or  transactions  expressly  contemplated  and  permitted
hereby),  provided that the receipt  hereof and the closing of the  transactions
contemplated  herein shall not  constitute a waiver of the  representations  and
warranties of the Company which are contained in this Agreement.



<PAGE>


     (d) the Company has fulfilled  and/or complied with all terms,  conditions,
covenants  and  agreements  herein  contained  to be  performed  or caused to be
performed by it,  including,  without  limiting the generality of the foregoing,
the  covenants  contained  in  article  Six to the  extent  the  same  are to be
performed at or prior to the Time of Closing and each of the Company  shall have
delivered a certificate  executed by a senior  officer to that effect,  provided
that the receipt thereof and the closing of the transactions contemplated herein
shall not  constitute a waiver of the  covenants  and  agreements of the Company
which are contained in this Agreement;

     (e) all documentation relating to the due authorization (including, without
limitation,  the due  authorization  by the  directors and  shareholders  of the
Company)  and  completion  of the sale and purchase  hereunder of the  Purchased
Shares and all actions and proceedings  taken on or prior to the Time of Closing
in connection with the performance by the Company of its obligations  under this
Agreement  shall be  satisfactory  to the Parent and its  counsel,  both  acting
reasonably,  and the Parent shall have received copies of all such documentation
or other  evidence  as it may  reasonably  request  in order  to  establish  the
consummation  of the  transactions  contemplated  hereby  and the  taking of all
corporate   proceedings  in  connection   therewith  in  compliance  with  those
conditions,   in  form  (as  to  certification   and  otherwise)  and  substance
satisfactory to the Parent, acting reasonably, and its counsel;

     (f) there  shall  have been no  material  adverse  change in the  business,
affairs and conditions of the Company,
                           whether financial or otherwise;

     (g) all Consents, licenses, permits and certificates of any Persons and all
filings  and  notifications  to any  Persons  required  in  connection  with the
completion of the transactions contemplated by this Agreement, the execution and
delivery of this  Agreement,  the Closing or the performance of any of the terms
and conditions hereof shall have been obtained on or before the Time of Closing;

     (h) the  Parent  shall have  completed  its  investigation  into the books,
records  and  affairs  of the  Company  and such  investigation  shall  not have
disclosed  any matter,  which the Parent,  acting  reasonably,  considers  to be
material to its decision to acquire the Purchased Shares;

     (1) the  Company  shall  have  executed  and  delivered  such  conveyances,
assurances, assignments, transfers and other instruments of conveyance necessary
or  reasonably  required  effectively  to transfer the  Purchased  Shares to the
Parent with a good  marketable  title free and clear of all  Encumbrances of any
kind whatsoever; and

     (j) the Parent shall have purchased all of the shares of International Dart
Corporation outstanding as at the Time of Closing.

     5.2  Company  Conditions  Precedent.  The  obligations  of the  Company  to
contemplate  sale of the  Purchased  Shares  hereunder  shall be  subject to the
satisfaction of, or compliance  with, at or before the Time of Closing,  each of
the following  conditions  precedent each of which is separate,  is provided for
the  exclusive  benefit  of the  Company  and may be  waived by the  Company  in
accordance with Section 5.5.


<PAGE>



     (a) all corporate, legal and regulatory proceedings, approvals and consents
as are reasonably  considered  necessary by the Company's  solicitors shall have
been  taken  or  obtained  to  permit  the   consummation  of  the  transactions
contemplated herein;

     (b) all of the  representations  and  warranties  of the  Parent  contained
herein or in any  certificate or other  document  delivered or given pursuant to
this Agreement  shall be true and correct and with the same effect as if made at
the Time of Closing and the Company shall have  received a  certificate  from an
officer of the Parent confirming, to the best of him knowledge,  information and
belief,   the  truth  and   correctness   in  all  material   respects  of  such
representations  and warranties (except as such  representations  and warranties
may  be  affected  by  the  occurrence  of  events  or  transactions   expressly
contemplated  and permitted  hereby),  provided that the receipt thereof and the
closing of the transactions contemplated herein shall not constitute a waiver of
the  representations  and  warranties  of the Parent which are contained in this
Agreement:

     (c) the  Parent  shall  have  fulfilled  and/or  complied  with all  terms,
conditions,  covenants and agreements herein contained to be performed or caused
to be  performed  by it,  including,  without  limiting  the  generality  of the
foregoing,  its covenants  contained in Article Seven to the extent the same are
to be performed prior to the Time of Closing and the Parent shall have delivered
a  certificate  executed by a senior  officer to that effect,  provided that the
receipt thereof and the closing of the  transactions  contemplated  herein shall
not  constitute a waiver of the covenants and agreements of the Parent which are
contained in this Agreement;

     (d) all documentation relating to the due authorization (including, without
limitation,  the due  authorization  by the  directors and  shareholders  of the
Parent) and  completion  of the sale and  purchase  hereunder  of the  Purchased
Shares and all actions and proceedings  taken on or prior to the Time of Closing
in connection with the  performance by the Parent of its obligations  under this
Agreement  shall  be  satisfactory  to  the  Company  and  its  counsel,  acting
reasonably, and the Company shall have received copies of all such documentation
or other  evidence  as they may  reasonably  request in order to  establish  the
consummation  of the  transaction  contemplated  hereby  and the  taking  of all
corporate   proceedings  in  connection   therewith  in  compliance  with  these
conditions,   in  form  (as  to  certification   and  otherwise)  and  substance
satisfactory to the Company, acting reasonably, and their counsel;

     (e) there  shall  have been no  material  adverse  change in the  business,
affairs and conditions of the Parent, whether financial or otherwise;


<PAGE>



     (f) all Consents, licenses, permits and certificates of any Persons and all
filings and  notifications  to any  Persons  required  in  connections  with the
completion of the transactions contemplated by this Agreement, the execution and
delivery of this  Agreement,  the Closing or the performance of any of the terms
and conditions hereof shall have been obtained on or before the Time of Closing;

     (g) the Parents  shall not have any material  assets and shall not have any
material  liabilities  other than those  liabilities  incurred  in the  ordinary
course of operation of its business; and

     (h) the Company shall have completed  their  investigation  into the books,
records  and  affairs  of the  Parent  and  such  investigation  shall  not have
disclosed  any matter,  which the  Company,  acting  reasonably,  consider to be
material to their decisions to sell the Purchased Shares.

     5.3 Conditions to the  Obligations of All Parties.  The  obligations of all
Parties to complete the transactions contemplated herein shall be subject to the
satisfaction of, or compliance  with, at or before the Time of Closing;  each of
the  following,  each of  which  is a true  condition  precedent  and may not be
waived;

     (1) the  shareholders  of the Parent shall have  approved the  transactions
contemplated hereby; and

     (2) the  shareholders  of the Company shall have approved the  transactions
contemplated hereby, and

     (3) no action or proceeding, at law or in equity and no investigation shall
be pending or  threatened  by any Person to  restrain,  restrict  or prohibit or
materially  adversely  affect  the  consummation  of  any  of  the  transactions
contemplated  hereby,  or the right of the Parent or the Company to carry on the
Business in the same manner as it has been carried on in the past; and

     5.4 Non-Fulfillment of Parent's  Conditions.  In case any of the conditions
set Forth-in  Section 5.1 shall not be  satisfied or complied  with at or before
the Time of Closing, the Parent may:



<PAGE>


     (a) refuse to complete the  transactions  contemplated  herein by notice to
the  Company,  and in such  event  the  Parent  shall be  released  from all its
obligations hereunder,  it being expressly understood and agreed that the Parent
may  thereafter  pursue  any rights or  remedies  which it may have at law or in
equity  arising from the breach or default of the Company,  including  any claim
for breach of representation , warranty or covenant hereunder (provided that any
claims for losses shall be limited to the claimants s direct out-of-pocket costs
and expenses  incurred in connection  with this  Agreement and the  transactions
contemplated hereby), or

     (b) complete  the  transactions  contemplated  herein,  it being  expressly
understood and agreed that the Parent may rely, notwithstanding such completion,
upon any  representation,  warranties or covenants and  conditions  contained in
this  Agreement;  provided that any of such conditions may be waived in whole or
in part,  any such  waiver to be binding  on the  Parent  only if the same is in
writing.  No waiver by the  Parent of a  condition,  in whole or in part,  shall
operate as a waiver of any other condition or part of a condition.

     5.5 Non-Fulfillment of Company's Conditions.  In case any of the conditions
set forth in Section 5.2 shall not be  satisfied  or compiled  with at or before
the Time of Closing, the Company may;

     (a) refuse to complete the  transactions  contemplated  herein by notice to
the  Company,  and in such event the  Parent  shall be  released  from all their
respective obligations hereunder,  it being expressly understood and agreed that
the Parent may  thereafter  pursue any rights or remedies which they may have at
law or in equity  arising from the breach or default of the  Company,  including
any claim for breach of representation, warranty or covenant hereunder (provided
that any  claims for  losses  shall be  limited to the  claimant s direct out of
pocket costs and expenses  incurred in  connection  with this  Agreement and the
transactions contemplated hereby), or

     (b) complete  the  transactions  contemplated  herein,  it being  expressly
understood and agreed that the Parent may rely, notwithstanding such completion,
upon any  representations,  warranties or covenants and conditions  contained in
this  Agreement;  provided that any of such conditions may be waived in whole or
in part,  any such  waiver to be binding  on the  Parent  only if the same is in
writing.  No waiver  by the  Parent of a  condition,  in whole or in part  shall
operate as a waiver of any other condition or part of a condition.

                                   ARTICLE VI

                         OTHER COVENANTS OF THE COMPANYS

     6.1 Interim Period. During the Interim Period, the Company shall, except as
otherwise herein contemplated:




<PAGE>


     (a) conduct the Business  in, and only in, the  ordinary and normal  course
thereof  in  substantially  the same  manner  as  heretofore  (conducted  and to
preserve intact the Assets, the business,  the present business organization and
the clients and customers connected therewith and keep available the services of
its present  officers and employees and others having business  dealings with it
to the end that its good will and business shall be maintained;

     (b) not,  without the prior written  consent of the Parent,  enter into any
transaction,  undertake any action or refrain from taking any action  which,  if
had been  effected  or had  occurred  before the date of this  Agreement,  would
constitute a breach of the  representations,  warranties,  or  agreements or the
Companys  contained herein (provided that the Company shall be entitled to enter
into  agreements and  arrangements to license the Technology and otherwise carry
out the Company s business plan and marketing strategy):

     (c) comply with all laws affecting the operation of the Business;

     (d) not  create,  assume  or incur  any debt or  liability  (contingent  or
otherwise) outside of the ordinary course of the Business;

     (e) not  knowingly  take or  cause  to be  taken  any  steps,  directly  or
indirectly,  which  may  in any  way  adversely  affect  the  completion  of the
transaction, contemplated herein;

     (f) not cancel or waive any material claim or right;

     (g) not sell, lease, or otherwise dispose of any of the Assets,  other than
in the ordinary course of business;

     (h) pay,  satisfy and  discharge its  obligations  and  liabilities  in the
ordinary course of business;

     (i) not declare,  pay or authorize  any  dividends or make or authorize any
distribution, or repayments of capital in respect of its outstanding shares;

     (j) not amend its co stating documents or by-laws;

     (k) disclose or cause to be  disclosed to the Parent in writing,  forthwith
upon  occurrence,  any material change in relation to the condition,  affairs or
operations of the Company);



<PAGE>


     (1) not solicit, initiate or encourage or cause to be solicited,  initiated
or encouraged submissions of proposals or offers from any other Person, relating
to, or facilitate  or encourage or cause to be  facilitated  or  encouraged  any
effort  or  attempt  with  respect  to any  Extraordinary  Business  Combination
involving  the Company and any other party (other than the Parent).  The Company
will not participate in any  negotiations  regarding,  or (except as required by
law) furnish to any other Person,  any information with respect to, or otherwise
cooperate  in any way  with,  or  assist  or  participate  in any  Extraordinary
Business  Combination.  If the Company receives any such enquiry or proposal, it
will  promptly  notify the Parent in writing of all  relevant  details  relating
thereto; and

     (m) not agree, whether or not in writing, to do any of the foregoing.

     6.2 Disclosure by Company.  The Company  agrees to make full  disclosure to
the Parent the financial position and condition,  business,  operations,  assets
and  liabilities  of the Company and the Business  and of such other  matters or
information  as may be material or  relevant  to the  transactions  contemplated
herein.  The  Company  agrees to permit the Parent  and its  employees,  agents,
counsel and  accountants or other  representatives,  between the date hereof and
the Time of Closing, to have free and unrestricted access during normal business
hours to the  books,  accounts,  records  and other  data and  documents  of the
Company  (including,  without  limitation,  all  corporate,  accounting  and tax
records of the  Company)  and to the Assets and premises the Company and to have
access to and consultation  with the Company's  advisors,  and to furnish to the
Parent such financial and operating data and other  information  with respect to
the Business,  the Assets, and the Company as the Parent shall from time to time
reasonably  request to enable  confirmation of the matters  warranted in Article
III hereof and to enable the Parent to familiarize itself with the Company,  the
Business and the Assets. No investigations made by or on behalf of the Parent at
any lime shall have the effect of waiving, diminishing the scope of or otherwise
affecting any  representation or warranty made by the Company herein or pursuant
hereto.

     6.3 Company to Use Best Efforts. The Company hereby agrees to take all such
actions as are within its power to control and to use its best  efforts to cause
other  actions to be taken which are not within its power to  control,  so as to
ensure compliance with any conditions set forth in Article Five hereof which are
for the benefit of the Parent.



<PAGE>


     6.4 Extraordinary Business  Combinations.  The Company hereby covenants and
agrees to instruct the  Company's  advisors and  representatives  not to take or
refrain  from taking and  (subject  to their  fiduciary  duties)  the  Company's
directors and senior officers not to take or to refrain from taking,  any action
which if taken or not taken by the Company would contravene  subsection  6.1(1).
The Parties  acknowledge and agree that the board of directors and the directors
of the  Company may be  required,  in the  exercise  in its and their  fiduciary
duties  to the  Company  and  its  shareholders,  to  entertain  proposals  more
favorable  to the  shareholders  of the Company than that  contemplated  herein.
Accordingly,  until such time as the transactions  contemplated herein have been
consummated  or  terminated,  the Company and its  directors  and  officers  may
respond to, and supply, in connection with such response, information to a third
party which has made a proposal for the  acquisition  of  substantially  all the
shares of the Company,  substantially  all of assets of the Company or to effect
any  Extraordinary  Business  Combination  that,  in the opinion of the board of
directors of this Company,  is more favorable to the shareholders of the Company
than that  contemplated by this  Agreement,  provided that in each such case the
Company shall promptly notify the Parent.

                                   ARTICLE VII

                          OTHER COVENANTS OF THE PARENT

     7.1 Interim Period.  During the Interim Period, the Parent shall, except as
otherwise herein contemplated:


     (a) not conduct any business;

     (b) not,  without the prior written consent of the Company,  enter into any
transaction,  undertake any action or refrain from taking any action,  which, if
had been  effected  or had  occurred  before the date of this  Agreement,  would
constitute a breach of the  representations,  warranties  or  agreements  of the
Parent contained herein;

     (c) comply with all laws affecting the operation of its business;

     (d) not  create,  assume  or incur  any debt or  liability  (contingent  or
otherwise);

     (e) not  knowingly  take or  cause  to be  taken  any  steps,  directly  or
indirectly,  which  may  in any  way  adversely  affect  the  completion  of the
transactions, contemplated herein:

     (f) not cancel or waive any material claim or right;

     (g) pay,  satisfy and  discharge its  obligations  and  liabilities  in the
ordinary course of business;

     (h) not declare,  pay or authorize  any  dividends or make or authorize any
distributions or repayments of capital in respect of its outstanding shares;

     (i) not amend its co stating documents or by-laws;

     (j) not issue, authorize or propose the issuance of, or purchase or propose
the purchase of, any of its shares or shares;

     (k) not incur or authorize any expenditure of any nature;

     (l) disclose or cause to be disclosed to the Company in writing,  forthwith
upon  occurrence,  any  material  change  or change  in a  material  fact or new
material fact (within the meaning of the shares  legislation  of Ontario  and/or
applicable  national  policies  of shares  administrators)  in  relation  to the
condition, affairs or operations of the Parent;



<PAGE>


     (m) not solicit, initiate or cause to be solicited, initiated or encouraged
submissions  of  proposals  or offers  from any other  Person,  relating  to, or
initiate or  encourage  or cause to be  initiated  or  encouraged  any effort or
attempt with respect to any  Extraordinary  Business  Combination  involving the
Parent and any other party (other than the Company and other security holders of
the Company). The Parent will not participate in any negotiations  regarding, or
(except as required by law) furnish to any other Person,  any  information  with
respect to, or otherwise  cooperate in any way with or assist or  participate in
any Extraordinary Business Combination.  If the Parent receives any such enquiry
or  proposal,  it will  promptly  notify the Company in writing of all  relevant
details relating thereto; and

     (37) not agree, whether or not in writing, to do any of the foregoing.

     7.2 Parent to use Best  Efforts.  The Parent hereby agrees to take all such
actions as are within its power to control and to use its best  efforts to cause
other  actions to be taken which are not within its power to  control,  so as to
ensure compliance with any conditions set forth in Article Five hereof which are
for the benefit of the Company.

     7.3 Disclosure by Parent. Full disclosure to the Company and the Company of
the  financial  position  and  condition,   business,   operations,  assets  and
liabilities  of the Parent and of such other  matters or  information  as may be
material to the transactions  contemplated  herein.  The Parent agrees to permit
the  Company  and its  employees,  agents,  counsel  and  accountants  or  other
representatives  between the date  hereof and Time of Closing,  to have free and
unrestricted  access  during  normal  business  hours to the  books,  accounting
records  and  other  data  and  documents  of  the  Parent  (including,  without
limitation,  all  corporate,  accounting  and tax records of the Parent) and the
assets of the Parent and to furnish to the Company such  financial and operating
data and other  information  with  respect  to the  Parent and its assets as the
Company shall from time to time reasonably  request and to enable the Company to
familiarize  itself with the Parent and its assets. No investigation  made by or
on  behalf  of the  Company  at any time  shall  have  the  effect  of  waiving,
diminishing the scope of or otherwise  affecting any  representation or warranty
made by the parent herein or pursuant hereto.



<PAGE>


     7.4 Filings and Authorizations.  The Parent, as promptly and as practicable
after  the  execution  thereof,  (i) will  make,  or cause to be made,  all much
filings and submissions  under laws, rules and regulations  applicable to it, as
may be required for it to  consummate  the  purchase  and sale of the  Purchased
Shares  in  accordance  with  the  term of this  Agreement;  (ii)  will  use all
reasonable  efforts  to  obtain,  or cause to be  obtained,  all  authorization,
approvals,  consents and waivers from all Persons and  governmental  authorities
necessary  or  advisable  to be  obtained  by it in  order  to  consummate  such
transfer;  and (iii) will use all  reasonable  efforts  to take,  or cause to be
taken,  all other  actions  necessary,  proper or  advisable  in order for it to
fulfill its obligations hereunder. The Parent will coordinate and cooperate with
the Company in exchanging  such  information  and the Company in connection with
the foregoing may reasonably request supplying such reasonable assistance as.

                                  ARTICLE VIII


                           SURVIVAL OF REPRESENTATIONS
                         AND WARRANTIES: INDEMNIFICATION

     8.1 Survival. All covenants,  representations and warranties made herein or
in any agreement,  certificate or other document  delivered or given pursuant to
this Agreement  (other than those which are expressly  waived in writing as part
of the  Closing  herein)  shall  survive  the  execution  and  delivery  of this
Agreement and the completion of the Transactions  contemplated by this Agreement
and,  notwithstanding  such completion or any investigation made by or on behalf
of the  Party to whom or in whose  favor  such  covenants,  representations  and
warranties were made, shall continue in full force and effect for the respective
benefit of the Parent and the  Company,  as the case may be, for a period of two
years  following the Closing  Date,  after which period the  respective  Parties
shall be released from their respective  obligations and liabilities  hereunder,
except in respect  of claims  made in  writing  prior to expiry of such  period,
provided that:

     (a) all covenants,  representations  and warranties  relating to Taxes, tax
liability or other tax matters for any period  ending prior to or on the Closing
Date shall survive the Closing for any period during which any taxing  authority
may make any claim or assessment based on any return filed or failed to be filed
plus a period of six months, after which period the Parent and the Company shall
be released from their respective obligations and liabilities hereunder,  except
in respect of claims made in writing prior to the expiry of such period,

     (b) any claim based on or with respect to the inaccuracy or non-performance
or  non-fulfillment or breach of any  representation,  warranty or covenant of a
Party respecting Taxes, tax liability or other tax matters set out herein may be
brought by The Parent or the Company,  as the case may be, at any time,  if such
claim  is  based  upon  any  failure  or  omission  to  file  a  return  or  any
misrepresentation  made or fraud  committed  in filing a return or in  supplying
information under any legislation pursuant to which a Tax is imposed,

     (c) any claim based upon any misrepresentation,  or breach or inaccuracy in
any of the  representations  and  warranties  of a Party set out  herein  may be
brought   against   such   Party  at  any  time  if  such  Party  knew  of  such
misrepresentation,  breach  or  inaccuracy  at the time such  representation  or
warranty was made by such Party, and;



<PAGE>


     (d) any  claim  based  upon a defect  in title of or the  inability  of the
Company to sell all or any of the Purchased  Shares may be brought by the Parent
at any time.

     8.2  Indemnification  by the Company.  The Company  agrees to indemnify and
hold the Parent and its shareholders, directors, officers, employees, agents and
representatives  (and the Parent  shall be deemed to be a trustee and agent with
respect thereto) harmless of and from any liability,  obligation, cost expenses,
damage or loss whatsoever arising out of, under, or pursuant to:

     (a) any incorrectness  in, breach of, or default under, and  representation
or warranty or covenant of such Company given to the Parent  hereunder or in any
certificate  or  other  document  delivered  by such  Company  pursuant  hereto,
subject,  to the extent applicable,  to the limitations set forth in Section 8.1
with respect thereto;

     (b) any assessment for Taxes,  Interest and/or  penalties of or relating to
the Company,  subject, to the extent applicable, to the limitations set forth in
Section 8.1 with respect thereto;

     (c) all claims,  demands,  suits, causes of action,  proceedings judgments,
costs  and or  other  liabilities  of any  kind  whatsoever  in  respect  of the
foregoing,  including reasonable legal fees and disbursements in connection with
the foregoing; and

     (d) the  non-fulfillment of any condition  contained herein for which it is
solely responsible  (excluding there from the conditions  precedent contained in
Section 5.3 except to the extent such  condition(s) are not met by reason of its
default).

     8.3  Indemnification by the Parent. The Parent agrees to indemnify and save
the Company,  their respective  shareholders,  directors,  officers,  employees,
agents and representatives  (and the Company shall be deemed to be a trustee and
agent with  respect  thereto)  harmless of and from any  liability,  obligation,
cost, expense, damage or loss whatsoever arising out of, under, or pursuant to:

     (a)  any   incorrectness   in,  or  breach  of,  or  default   under,   any
representation,  warranty  or  covenant  of the  Parent  given  to  the  Company
hereunder  or in any  certificate  or other  document  delivered  by the  Parent
pursuant  hereto,  subject  to the  limitations  set forth in  section  8.1 with
respect thereto;

     (b) any assessment for Taxes,  interest and/or  penalties of or relating to
the Parent,  subject, to the extent applicable,  to the limitations set forth in
Section 8.1 with respect thereto;


<PAGE>



     (c) all claims, demands, suits, courses of action, proceedings,  judgments,
costs and expenses or other liabilities of any kind whatsoever in respect of the
foregoing,  Including reasonable legal fees and disbursements in connection with
the foregoing; and

     (d) the  non-fulfillment of any condition  contained herein for which it is
solely responsible  (excluding there from the conditions  precedent contained in
Section 5.3 except to the extent such  condition(s) are not met by reason of its
default).

     8.4 Indemnification Proceedings

     (a) Any Party  seeking  indemnification  under  this  Article  Eight  ("the
indemnified  party ) shall  forthwith  notify the Party against whom a claim for
indemnification is sought hereunder ("the indemnifying party ) in writing, which
notice shall specify,  In reasonable  detail, the nature and estimated amount of
the claim. If a claim by a third party is made against an indemnified party, and
if the  indemnified  party intends to seek indemnity with respect  thereto under
this article Eight, the indemnified party shall promptly (and In any case within
30 days of such claim being  made)  notify the  indemnifying  party of such with
reasonable particulars.  The Indemnifying party shall have 30 days after receipt
of such notice to  undertake,  conduct and control,  through  counsel of its own
choosing  and at its  expense,  the  settlement  or  defense  thereof,  and  the
indemnified  party shall  cooperate with it in connection  therewith;  provided,
however, that with respect to settlements entered into by the indemnifying party
(i) the consent of the  indemnified  party  shall be required if the  settlement
provides for equitable relief against the indemnified party, which consent shall
not be unreasonably  withheld or delayed;  and (ii) the indemnifying party shall
obtain the release of the  indemnified  party. If the  indemnifying  party shall
undertakes,  conducts and controls the  settlement  or defense of such claim (i)
the indemnifying party shall permit the indemnified party to participate in such
settlement or defense through counsel chosen by the indemnified  party, and (ii)
the indemnifying  party shall promptly  reimburse the indemnified  party for the
full amount of any loss resulting from any claim and all related expenses (other
than the fees and expenses of counsel as aforesaid)  incurred by the indemnified
party.  The  indemnified  party shall not pay or settle any claim so long as the
indemnifying  party is reasonably  contesting  any such claim in good faith on a
timely basis.  Notwithstanding  the two  immediately  preceding  sentences,  the
indemnified  party shall have the right to settle any such claim,  provided that
in such  event  it  shall  waive  any  right to  indemnity  therefore  or by the
indemnifying party.



<PAGE>


     (b) With respect to third party claims, if the indemnifying  party does not
notify the indemnified party within 30 days after the receipt of the indemnified
party's notice of a claim of indemnity hereunder that it elects to undertake the
defense  thereof,  the  indemnified  party  shall  have the  right,  but not the
obligation,  to contest,  settle or compromise  the claim in the exercise of its
reasonable judgment at the expense of the indemnifying party.

     (c) In the  event of any  claim by a third  party  against  an  indemnified
party,  the  defense  of  which  is  being  undertaken  and  controlled  by  the
indemnifying  party,  the indemnified  party will use all reasonable  efforts to
make  available  to the  indemnified  party those  employees  whose  assistance,
testimony or presence Is necessary to assist the indemnified party in evaluating
and In defending any such claims;  provided that the indemnifying party shall be
responsible for the expense  associated with any employees made available by the
indemnified  party to the indemnifying  party hereunder,  which expense shall be
equal to an amount to be mutually agreed upon per person per hour or per day for
each day or portion  thereof that such employees are assisting the  indemnifying
party and which  expenses  shall not exceed the actual  cost to the  indemnified
party associated with such employees.

     (d) with respect to third party claims,  the  indemnified  party shall make
available to the indemnifying party or its representatives on a timely basis all
documents,  records and other  materials In the  possession  of the  indemnified
party,  at the expense of the  indemnifying  party,  reasonably  required by the
indemnifying  party for its use in  defending  any  claim  and  shall  otherwise
cooperate on a timely basis with the  indemnifying  party In the defense of such
claim.

     58.5 Limitation of Losses.

     No claim for  Indemnity  under  this  Article  VIII may be made for loss of
profits  or  consequential  losses or  damages,  it being the  Intention  at the
Parties  to  limit  such  claims  to  direct  liabilities,  obligations,  costs,
expenses,  damages  or  losses  suffered  as result of any  breach,  default  or
non-fulfillment contemplated by Sections 8.2 and 8.3.

                                   ARTICLE IX

                      CLOSING ARRANGEMENTS AND TERMINATION

     9.1 Closing.  The Closing of the purchase and sale of the Purchased  Shares
shall take place at the Time of Closing on the  Closing  Date at the  Offices of
Douglas, Stewart & Morningstar,  Barristers & Solicitors,  55 King Street, Suite
400, St.  Catharines,  Ontario,  Canada,  L2R 3H5, or at such other place and/or
time as the Parties may mutually agree upon.

     9.2 Closing Delivery.  At the Time of Closing, the Company shall deliver to
the Parent:




<PAGE>


     (a)  certificates  representing the Purchased Shares duly endorsed in blank
for transfer;

     (b) the  certificates  referred to in Subsection  5.1(c)  together with the
documentation referred to in Subsection 5.1 (e); and

     (c) all other assurances, transfers, assignments,  consents, legal opinions
and other documents as the Parent's solicitors consider reasonably  necessary or
desirable  to validly and  effectively  complete the  transactions  contemplated
hereby,  and upon the  fulfillment  of the foregoing  provisions of this Section
9.2, the Parent shall deliver to the Company:

     (d) the  certificate  referred to in  Subsection  5.2 (a) together with the
documentation referred to in Subsection 5.2 (d);

     (e) certificates  representing the  International  Dart Corporation  Common
Shares  registered  in the  respective  names  of  the  Company  in the  amounts
necessary to satisfy the purchase Price; and

     (f) all other assurances, transfers, assignments,  consents, legal opinions
and other documents as the Company's solicitors consider reasonably necessary or
desirable  to validly and  effectively  complete the  transactions  contemplated
hereby,

     9.3 Failure to Close.  In the event that the Closing has not been completed
on or before  February 1, 2001,  this Agreement  shall terminate and the Parties
shall be released from their obligations hereunder (other than Section 10.7).

     9.4 Conditions Precedent. Without limiting the generality of the provisions
of this Agreement,  all conditions precedent to the Parent s obligations and the
conditions  precedent to the Company's  obligations provided for in Article 5 of
this Agreement, must be satisfied on or before the Time of Closing.

                                    ARTICLE X

                                  MISCELLANEOUS

     10.1  Publicity.  Except as is required by law,  none of the Parties  shall
issue any press  release  or make any other  public  statement  or  announcement
relating to or  connected  with or arising out of this  Agreement or the matters
contained  herein  without  obtaining  the prior  written  approval of the other
parties, which approval shall not be unreasonably withheld.



<PAGE>


     10.2 Knowledge of Parties.  Where any  representation or warranty contained
in this  Agreement  is expressly  qualified  by reference to the  knowledge of a
Party, it shall be deemed to refer to the knowledge of such Party and such Party
shall  confirm  that  it has  made  due and  diligent  inquiry  of such  Persons
(including  without  limitation  appropriate  officers  of  such  Party)  as  it
considers   necessary   as  to  the  matters   that  are  the  subject  of  such
representations and warranties.

     10.3  Further  Assurances.  To the  extent  reasonably  practicable  in the
circumstances  or  permitted  by law each of the Parties upon the request of the
other shall do, execute,  acknowledge and deliver or cause to be done, executed,
acknowledged or delivered all such further acts, deeds, documents,  assignments,
transfers,  conveyances,  and  assurances  as may  be  reasonably  necessary  or
desirable to effect complete  consummation of the  transactions  contemplated by
this Agreement.

     10.4 Time. Time shall be of the essence hereof.


     10.5 Successors in Interest. This Agreement and the provisions hereof shall
ensure to the benefit of and be binding  upon the  Parties and their  respective
successors and permitted assigns.

     10.6  Notices.  Any  notice,  document or other  communication  required or
permitted  by this  Agreement  to be given by a party hereto shall be in writing
and is  sufficiently  given  if  delivered  personally,  or if sent  by  prepaid
ordinary  mail posted in Canada to such party at the address set out on the fact
page  hereof  and as set out in  Schedule  "C"  hereto.  Notice so mail shall be
deemed to have been  given on the third  business  day after  deposit  in a post
office or public  letterbox.  Neither  party shall mail any  notice,  request or
other communication hereunder during any period in which Canadian postal workers
are on strike or if such strike is imminent and may reasonable by anticipated to
affect the normal  delivery of mail.  Any Party may from time to time notify the
others in the manner provided herein of any change of address which  thereafter,
until  changed  by like  notice,  shall be the  address  of such  party  for all
purposes hereof.

     10.7 Expenses.  All costs and expenses (including without  limitation,  the
fees and  disbursements  of legal  counsel,  investment  advisers and  auditors)
incurred by a Company in connection  with this  Agreement  and the  transactions
contemplated hereby shall he paid by such Company.

     10.8 Assignment.  This Agreement may not be assigned by the Company without
the prior written  consent of the Parent which consent will not be  unreasonably
withheld.  This  Agreement  may not be assigned by the Parent  without the prior
written consent of the Company.



<PAGE>


     10.9 Execution in Counterparts. This Agreement may be executed by facsimile
or  original  signature  by the  parties  hereto  in  separate  counterparts  or
duplicates  each of which when so executed and  delivered  shall be an original,
but all such  counterparts or duplicates  shall together  constitute one and the
same instrument.

     10.10 Entire Agreement. This Agreement together with my agreements or other
documents to be delivered  pursuant hereto acts forth the entire agreement among
the Parties  pertaining  to the  purchase and sale of the  Purchased  Shares and
replaces and supersedes all prior agreements,  understandings,  negotiations and
discussions,  whether  oral  or  written,  of  the  Parties,  and  there  an  no
warranties,  representations  or  other  agreements,  whether  oral or  written,
express or implied,  statutory,  or otherwise  between the Parties in connection
with the subject matter hereof except as specifically set forth herein.

     10.11  Amendments.  No supplement,  modification,  waiver or termination of
this Agreement  shall be binding  unless  executed in writing by the Party to be
bound thereby

     10.12 Waiver.  No delay or failure of any party in exercising  any right or
remedy  hereunder  and no partial  exercise of any such right or remedy shall be
deemed to  constitute  a waiver of such  right or remedy or any other  rights or
remedies of such party  hereunder.  No waiver of any of the  provisions  of this
Agreement shall be deemed or shall  constitute a waiver of any other  provisions
(whether or not  similar) nor shall such waiver  constitute a continuing  waiver
unless otherwise expressly provided.  Any consent by a party to or any waiver by
a Party of any breach of any provision of this Agreement  shall not constitute a
consent  to or  waiver  of  any  subsequent,  further  or  other  breech  of the
provisions of this Agreement.

     10.13 Third Part  Beneficiaries.  Each Party intends that this Agreement or
any  agreement  entered  into  pursuant to this  Agreement  shall not benefit or
create  any right or cause of action in or on behalf of any  Person,  other than
the Parties,  and no Person, other than the Parties shall be entitled to rely on
the  provisions  hereof or any  agreement  entered into  pursuant  hereto in any
action, proceeding, hearing, or other forum.

IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the date
first above written.

SIGNED, SEALED AND DELIVERED:

                               INTERNATIONAL DART CORPORATION
                               By:
                                  ----------------------------------
                                  Duly authorized Officer
                                  I have authority to bind the Corporation



                               OPTIMA GLOBAL CORPORATION
                               By:
                                  ----------------------------------
                                  Duly authorized Officer
                                  I have authority to bind the Corporation