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                                                                   Exhibit 10.13


                         AGREEMENT OF PURCHASE AND SALE

         THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made and
entered into as of June 1, 2002, by and between CREATIVE MARKETEAM CANADA LTD.
("MARKETEAM"), a British Columbia company having its principal place of business
at 6111 LeClair Street, Abbotsford, British Columbia V4X 2C9 and i5ive
COMMUNICATIONS INC. ("i5ive"), a British Columbia company, having its principal
place of business at 1122 Mainland Street - Suite 210, Vancouver, British
Columbia, Canada V6B 5L1.

                                    PREMISES

A.       i5ive has developed a Website, related links, content and other
         materials which include, among other things, an "Enabling Platform" of
         producing and distributing author-generated materials over the
         Internet, an Internet-based community, and educational materials by
         users of the i5ive Website. This Internet content includes a Website,
         links, content and other materials referred to as "Suite101.com" and
         "Suite University"; and

B.       MARKETEAM and i5ive have been parties to a Management and Operating
         Services Agreement dated as of January 31, 2002 (the "M & O Agreement")
         pursuant to which MARKETEAM has provided management and operating
         services; and

C.       MARKETEAM wishes to acquire from i5ive, and i5ive wishes to sell to
         MARKETEAM, the Website Assets of i5ive (as defined herein) on the terms
         and conditions mutually agreed by the Parties and set out in this
         Agreement.

         NOW THEREFORE, in consideration of the premises and the mutual
warranties, representations, covenants and agreements set forth in this
Agreement, the Parties agree as follows:

                                    ARTICLE 1
                       PURCHASE AND SALE OF WEBSITE ASSETS

1.1      PURCHASE AND SALE OF WEBSITE ASSETS.

         Subject to the terms and conditions of this Agreement, at the Closing
i5ive, in exchange for MARKETEAM's payment of the Purchase Price, shall sell,
assign, transfer, convey, and deliver to MARKETEAM all of i5ive's right, title,
and interest in and to the Website Assets, free and clear of any and all Liens.

1.2      PURCHASE PRICE.

         In consideration for the sale, transfer, conveyance, assignment and
delivery of the Website Assets by i5ive to MARKETEAM, and in reliance upon the
representations,
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warranties, covenants, and agreements made in this Agreement by i5ive, at the
Closing MARKETEAM shall pay i5ive:

         (a)  the sum of US$100;

         (b)  a number of shares in the capital of MARKETEAM, equal to 15% of
              the shares in the capital of MARKETEAM issued and outstanding
              following the Closing; and

         (c)  a sum equal to the Proceeds, if any, received by MARKETEAM on any
              sale by MARKETEAM, within one (1) year of the Closing Date, of
              all or any portion of the Website Assets.

1.3      SECURITY FOR PURCHASE PRICE.

         As security for that portion of the Purchase Price payable by MARKETEAM
to i5ive under Article 1.2(c), MARKETEAM shall on the Closing Date execute and
deliver to i5ive:

         (a)  a promissory note in the principal sum of US$120,000 without
              interest and payable on the first anniversary of the Closing Date;
              and

         (b)  a general security agreement creating a first security interest in
              all of MARKETEAM's present and after-acquired personal property.

The foregoing security shall be forgiven, discharged and returned to
MARKETEAM if there has not been any sale of all or any portion of the Website
Assets within one (1) year of the Closing Date or, if there has been any such
sale, if the Proceeds of such sale have been paid by MARKETEAM to i5ive.

1.4      ASSIGNMENT AND ASSUMPTION OF CONTRACTS.

         (a)  i5ive agrees to use its best endeavors to obtain the consent of
              B&N to the assignment to MARKETEAM of all of the rights and
              obligations under each of the B&N Contracts;

         (b)  In the event that i5ive, despite its best endeavours, is unable to
              obtain the consent of B&N to the assignment of any B&N Contract to
              MARKETEAM as contemplated by Article 1.4(a): (i) i5ive agrees to
              the extent permitted under the B&N Contract to sub-contract the
              performance of each B&N Contract to MARKETEAM and to act as
              MARKETEAM's agent in the collection of any payments due under each
              such sub-contract;


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              and (ii) MARKETEAM agrees to perform each such sub-contract and to
              hold i5ive harmless from any loss or liability arising out of
              MARKETEAM's performance of it; and

         (c)  Except as otherwise stated in Exhibit 1.4, MARKETEAM agrees to
              assume as of the Closing Date all of the obligations of i5ive (i)
              under the agreements listed on Exhibit 1.4 hereto, and (ii)
              subject to B&N consenting to the assignment of the B&N Contracts,
              under the B&N Contracts. MARKETEAM agrees to indemnify and hold
              i5ive, its officers, Directors, agents and Representatives
              harmless from any liability claim, damages, or loss arising out of
              or asserted on the basis of any of the contracts assumed by
              MARKETEAM hereunder.

                                    ARTICLE 2
                                     CLOSING

2.1      TIME, DATE AND PLACE OF CLOSING.

         The closing of the purchase and sale of the Website Assets (the
"Closing") will take place concurrently with the execution of this Agreement at
the offices of i5ive, or such other place as may be mutually agreed upon by the
Parties.

2.2      DOCUMENTS DELIVERED BY I5IVE AT CLOSING.

         At Closing, i5ive shall deliver or cause to be delivered to MARKETEAM
the following documents:

         (a)  Good and sufficient bills of sale, assignments, and any other
              instruments of sale, conveyance, transfer, or assignment, dated as
              of the Closing Date, required or deemed reasonably necessary by
              MARKETEAM in order to vest fully and effectively in MARKETEAM good
              and marketable title to the Website Assets free of all Liens;

         (b)  Such other documents or certificates as shall be reasonably
              requested by MARKETEAM.

2.3      DOCUMENTS DELIVERED BY MARKETEAM AT CLOSING.

         At Closing, MARKETEAM shall deliver or cause to be delivered to i5ive
the following:

         (a)  Payment of the cash portion of the Purchase Price by immediately
              available funds;

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         (b)  A certificate for the number of shares in the capital of MARKETEAM
              provided for under in Article 1.2(b);

         (c)  The promissory note and general security agreement provided for
              under Article 1.3;

         (d)  Such other documents or certificates as shall be reasonably
              requested by i5ive; and

         (e)  Such assumption and other agreements as may be reasonably
              requested by i5ive pursuant to Article 1.4(c) hereof.

                                    ARTICLE 3
                     REPRESENTATIONS AND WARRANTIES OF I5IVE

         i5ive represents and warrants to MARKETEAM, as of the date hereof,
as follows:

3.1      ORGANIZATION, STANDING AND POWER.

         i5ive is a company duly organized, validly existing, and in good
standing under the Laws of the Province of British Columbia, and has the power
and authority to carry on its business as now conducted.

3.2      AUTHORITY; NO BREACH BY AGREEMENT.

         (a)  i5ive has the corporate power and authority necessary to execute,
              deliver, and perform its obligations under this Agreement and to
              consummate the transactions contemplated by it. The execution,
              delivery, and performance of this Agreement and the consummation
              of the transactions contemplated herein, have been, or at the
              Closing Date will have been, duly and validly authorized by all
              necessary corporate action on the part of i5ive, and this
              Agreement will at the Closing Date represent a legal, valid, and
              binding obligation of i5ive, enforceable against i5ive in
              accordance with its terms;

         (b)  Neither the execution and delivery of this Agreement by i5ive, nor
              the consummation by i5ive of the transactions contemplated hereby,
              nor compliance by i5ive with any of the provisions hereof, will:
              (i) conflict with or result in a breach of any provision of
              i5ive's constating documents; (ii) constitute or result in a
              default under, or require any consent pursuant to any Contract or
              Permit of i5ive, except as to the assignment of the B&N Contracts;
              or (iii) violate any Law or Order applicable to i5ive or the
              Website Assets.

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3.3      TITLE TO WEBSITE ASSETS.

               i5ive has, or will have on the Closing Date, and as a result of
               the transactions contemplated by this Agreement MARKETEAM will
               receive, good and marketable title to all of the Website Assets,
               free and clear of any Liens.

3.4      RESIDENCY.

               i5ive is resident in Canada within the meaning of the Income Tax
               Act (Canada).

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF MARKETEAM

         MARKETEAM represents and warrants to i5ive as follows:

4.1      ORGANIZATION, STANDING, AND POWER.

         MARKETEAM is a company duly organized, validly existing, and in good
standing under the Laws of the Province of British Columbia, and has the power
and authority to carry on its business as now conducted.

4.2      AUTHORITY; NO BREACH BY AGREEMENT.

         (a)  MARKETEAM has the power and authority necessary to execute,
              deliver and perform its obligations under this Agreement and to
              consummate the transactions contemplated by it. The execution,
              delivery and performance of this Agreement and the consummation of
              the transactions contemplated herein have been, or at the Closing
              Date will have been, duly and validly authorized by all necessary
              corporate action on the part of MARKETEAM and this Agreement will
              at the Closing Date represent a legal, valid, and binding
              obligation of MARKETEAM, enforceable against MARKETEAM in
              accordance with its terms.

         (b)  Neither the execution and delivery of this Agreement by MARKETEAM,
              nor the consummation by MARKETEAM of the transactions contemplated
              hereby, nor compliance by MARKETEAM with any of the provisions
              hereof will: (i) conflict with or result in a breach of any
              provision of MARKETEAM's constating documents; (ii) constitute or
              result in a default under, or require any consent pursuant to any
              Contract or Permit of MARKETEAM; or (iii) violate any Law or Order
              applicable to MARKETEAM or its assets.

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4.3      CAPITALIZATION OF MARKETEAM

         MARKETEAM's authorized capital consists of 12,000 common shares, of
which, as of the date hereof, there are 480 issued and outstanding. No other
class of capital is authorized. There are no outstanding options, warrants or
rights to subscribe for, or commitments of any character whatsoever relating to,
or securities or rights convertible into or exchangeable for, shares of the
capital stock of MARKETEAM or Contracts, commitments, understandings or
arrangements by which MARKETEAM is or may be obligated to issue additional
shares of its capital or options, warrants, or rights to purchase or acquire any
additional shares in its capital. All the shares of MARKETEAM to be issued to
i5ive pursuant to this Agreement will be, when issued and delivered, fully paid,
validly issued and non-assessable.

                                    ARTICLE 5
                                    COVENANTS

5.1      COVENANTS RE LEASES.

         i5ive covenants and agrees with MARKETEAM that, from the Closing Date
until the earlier of the termination of the Lease, the subletting of i5ive's
office premises or notice is received from i5ive, MARKETEAM shall be entitled
to:

         (a)  Use and occupy i5ive's office premises on a month-to-month basis
              at no cost to MARKETEAM other than Telus charges for telephone
              lines and long distance charges, B.C. Hydro charges for heat and
              electricity, Westport charges for cleaning, and ADT charges for
              security;

         (b)  Use the office equipment currently leased by i5ive, including
              without limitation, telephones, and photocopiers, at no cost to
              MARKETEAM other than any operating costs, over and above the
              monthly lease rate, incurred as a result of MARKETEAM's use of
              such equipment;

         (c)  Continue to house the servers off-site with Telus Advanced
              Communications, at no cost to MARKETEAM, until the Telus contract
              is terminated and in any event no later than April 2003.

                                    ARTICLE 6
                              ADDITIONAL AGREEMENTS

6.1      LIMITS OF i5ive LIABILITY.


         It is understood and agreed that i5ive shall have no liability to
MARKETEAM for any breach of any representation, warranty, covenant or agreement
herein in any amount in excess of the Purchase Price.

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 6.2     NO RECOURSE AGAINST SUITE 101.COM, INC.

         Suite 101 shall have no liability whatsoever to MARKETEAM for any
amount whatsoever arising out of any breach of any representation, warranty,
covenant or agreement herein, it being understood and agreed that this Agreement
is entered into without recourse to Suite 101.

6.3      TERMINATION OF M & O AGREEMENT.

         MARKETEAM and i5ive agree that the M & O Agreement was terminated
effective as of May 31, 2002 and i5ive shall have no further liability
thereunder to MARKETEAM.

6.4      LETTER TO i5ive VENDORS.

         Concurrently with or promptly after the Closing, MARKETEAM shall send
written notification to each of i5ive's vendors, suppliers and other persons
with whom it has a similar relationship advising such persons that the Website
Assets have been sold to MARKETEAM and i5ive shall have no liability to such
persons arising out of transactions engaged in commencing with the time of the
Closing.


                                    ARTICLE 7
                        GOVERNING LAW; DISPUTE RESOLUTION

7.1      GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the Laws of the Province of British Columbia applicable to contracts executed
and wholly performed within that Province.

7.2      ARBITRATION.

         (a)  COMMERCIAL ARBITRATION ACT.

              Any controversy or claim arising out of or relating to this
              Agreement shall be determined by arbitration in accordance with
              the Commercial Arbitration Act, R.S.B.C. 1996, c. 55.

         (b)  COMPOSITION OF ARBITRAL TRIBUNAL.

              The arbitration shall be held before a panel of three arbitrators,
              one of whom shall be nominated by each of MARKETEAM and i5ive and
              one of whom, who shall serve as chair, shall be nominated by the
              arbitrators nominated by MARKETEAM and i5ive.

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         (c)  JUDICIAL ASSISTANCE.

              The award of the arbitrators shall be final and binding. The
              Parties waive any right to appeal the award, to the extent a right
              to appeal may be lawfully waived. Each Party retains the right to
              seek judicial assistance: (i) to compel arbitration; (ii) to
              obtain interim measures of protection pending arbitration; and
              (iii) to enforce any decision of the arbitrators, including the
              final award.

                                    ARTICLE 8
                                  MISCELLANEOUS

8.1      ENTIRE AGREEMENT.

         This Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement between the Parties with respect to the
transactions contemplated under this Agreement and supersedes all prior
arrangements or understandings with respect thereto, written or oral.

8.2      AMENDMENTS.

         This Agreement may be amended only by a subsequent writing signed by
each of the Parties.

8.3      EXPENSES.

         Each of the Parties shall bear and pay all direct costs and expenses
incurred by it or on its behalf in connection with the transactions contemplated
under this Agreement.

8.4      BROKERS AND FINDERS.

         Each of the Parties represents and warrants that neither it nor any of
its officers, directors, employees, or affiliates has employed any broker or
finder or incurred any liability for any financial advisory fees, investment
bankers' fees, brokerage fees, commissions, or finders' fees in connection with
this Agreement or the transactions contemplated by it.

8.5      ASSIGNMENT.

         This Agreement and the rights, interests or obligations under this
Agreement may be assigned (whether by operation of Law or otherwise) by a Party
only to an affiliate of that Party. Subject to the preceding sentence, this
Agreement will be binding upon, enure to the benefit of, and be enforceable by
the Parties and their respective successors and assigns.

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8.6      NOTICES.

         All notices or other communications which are required or permitted
under this Agreement shall be in writing and sufficient if delivered by hand, by
facsimile transmission, by registered or certified mail, postage pre-paid, or by
courier or overnight carrier, to the persons at the addresses set forth below
(or at such other address as may be provided under this Agreement), and shall be
deemed to have been delivered as of the date so delivered:

                                     i5ive Communications Inc.:
                                     1122 Mainland Street - Suite 210
                                     Vancouver, British Columbia, Canada V6B 5L1
                                     Telecopy Number: (604) 682-3277
                                     Attention: Mitchell  G. Blumberg

                                     Creative Marketeam Canada Ltd.
                                     6111 LeClair Street
                                     Abbotsford, B.C. V4X 2C9
                                     Telecopy Number: (604) 856-1762
                                     Attention: Doug Loblaw

8.7      COUNTERPARTS.

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

8.8      CAPTIONS.

         The captions contained in this Agreement are for reference purposes
only and are not part of this Agreement.

8.9      SEVERABILITY.

         Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.

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                                    ARTICLE 9
                                   DEFINITIONS

9.1      DEFINITIONS.

         The following terms shall, whenever capitalized in this Agreement,
have the meanings ascribed below:

"AGREEMENT" means this Agreement, including the Exhibits delivered pursuant to
this Agreement and incorporated in it by reference.

"B&N" means BARNESANDNOBLE.COM, LLC.

"B&N" Contracts" means the contracts dated May 30, 2001 and August 8, 2001
between Suite101.com, Inc., a Delaware corporation, and B&N relating to
introduction writing and proofreading services, respectively.

"CLOSING DATE" means the date determined in accordance with Article 2.1 hereof
on which the Closing shall occur.

"CONSENT" means any consent, approval, estoppel, authorization, clearance,
exemption, waiver, or similar affirmation by any Person pursuant to any
Contract, Law, Order, or permit.

"CONTRACT" means any written or oral agreement, license, arrangement,
authorization, commitment, contract, indenture, instrument, lease, obligation,
plan, practice, restriction, understanding or undertaking of any kind or
character, or other document to which any Person is a party or that is binding
on any Person or its capital stock, assets or business.

"LAW" means any code, law, ordinance, regulation, reporting or licensing
requirement, rule, or statute applicable to a Person or its assets, liabilities
or business, including those promulgated, interpreted or enforced by any
regulatory authority.

"LIEN" means any conditional sale agreement, default of title, easement,
encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge,
reservation, restriction, security interest, title retention or other security
arrangement, or any adverse right or interest, charge, or claim of any nature
whatsoever of, on, or with respect to any property or property interest.

"ORDER" means any administrative decision or award, decree, injunction,
judgment, order, quasi-judicial decision or award, ruling, or writ of any
federal, state, local or foreign or other court, arbitrator, mediator, tribunal,
administrative agency or regulatory authority.

"PERMIT" means any federal, state, local, and foreign governmental approval,
authorization, certificate, easement, filing, franchise, license, notice,
permit, or right to


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which any Person is a party or that is or may be binding upon or inure to the
benefit of any Person or its securities, assets or business.

"PERSON" means a natural person or any legal, commercial or governmental entity,
such as, but not limited to, a corporation, general partnership, joint venture,
limited partnership, limited liability company, trust, business association,
group acting in concert, or any person acting in a representative capacity.

"PROCEEDS" means any cash and the cash value of any assets received by MARKETEAM
on any sale by it, within one (1) year of the Closing Date, of all or any
portion of the Website Assets.

"PURCHASE PRICE" means the money and shares in the capital of MARKETEAM to be
paid over and delivered to i5ive pursuant to Article 1.2.

"REPRESENTATIVE" shall mean any investment banker, financial advisor, attorney,
accountant, consultant, or other representative of a Person.

"SUITE101" shall mean Suite101.com, Inc., a Delaware corporation and sole
stockholder of i5ive.

"WEBSITE ASSETS" shall mean the assets listed on Exhibit 9 as they exist
immediately prior to Closing.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
on its behalf and its corporate seal to be hereunto affixed and attested by
officers thereunto as of the day and year first above written.



                                            I5IVE COMMUNICATIONS INC.

                                            By: /s/
                                                --------------------------------
                                            Name: Mitchell G. Blumberg
                                            Title: President



                                            CREATIVE MARKETEAM CANADA LTD.

                                            By: /s/
                                                --------------------------------
                                            Name: Doug Loblaw
                                            Title: President


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