SUPPORT AGREEMENT

MEMORANDUM OF AGREEMENT made as of the  day of the 10th day of October 2000

AMONG:

                                TECE INC.,  (FORMERLY INTERNET FOOD CO. INC.), a
                                company incorporated under the laws of the State
                                of Nevada;

                                (hereinafter referred to as the "Parent")

AND:                            3786137 CANADA INC., a corporation  incorporated
                                under the laws of Canada;

                                (hereinafter referred to as the "Purchaser"),

AND:                            TEC   TECHNOLOGYEVALUATION.COM   CORPORATION,  a
                                corporation   incorporated  under  the  laws  of
                                Canada;

                                (hereinafter referred to as the "Tec")



WHEREAS in  connection  with a share  exchange  agreement  (the "Share  Exchange
Agreement")  made as of between  Parent  and  Purchaser,  Purchaser  is to issue
Exchangeable  Non-Voting  Preferred  Shares  (the  Exchangeable  Shares") to the
shareholders of Tec.

NOW  THEREFORE in  consideration  of the  respective  covenants  and  agreements
provided in this  Agreement and for other good and valuable  consideration  (the
receipt and  sufficiency of which are hereby  acknowledged),  the parties hereto
covenant and agree as follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1      Defined Terms

Each term denoted herein by initial  capital  letters and not otherwise  defined
herein  shall  have the  meaning  ascribed  thereto in the  rights,  privileges,
restrictions and conditions (collectively,  the "Share Provisions") attaching to
the  Exchangeable  Shares  attached  as  Appendix 1 hereto,  unless the  context
requires otherwise.


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                                                                               2


1.2      Interpretation Not Affected by Headings

The division of this agreement  into  Articles,  sections and other portions and
the insertion of headings are for  convenience  of reference  only and shall not
affect the construction or  interpretation  of this agreement.  Unless otherwise
indicated,  all  references  to an "Article"  or "section"  followed by a number
and/or a letter refer to the specified Article or section of this agreement. The
terms  "this  Agreement",   "hereof",   "herein"  and  "hereunder"  and  similar
expressions refer to this agreement and not to any particular  Article,  section
or other portion hereof and include any agreement or instrument supplementary or
ancillary hereto.

1.3      Number, Gender

Words  importing  the  singular  number  only shall  include the plural and vice
versa. Words importing any gender shall include all genders.

1.4      Date for any Action

If any date on which any action is required to be taken under this  agreement is
not a  Business  Day,  such  action  shall be  required  to be taken on the next
succeeding  Business Day. For the purposes of this  agreement,  a "Business Day"
means any day on which  commercial banks are open for business in Montreal other
than a Saturday, a Sunday or a day observed as a holiday in Montreal,  under the
laws of the Province of Quebec or the federal laws of Canada.


                                    ARTICLE 2
                        COVENANTS OF PARENT AND PURCHASER

2.1      Covenants Regarding Exchangeable Shares

So long as any  Exchangeable  Shares not owned by Parent or its  Affiliates  are
outstanding, Parent covenants that it will:

         (a)      not declare or pay any  dividend on the Parent  Common  Shares
                  unless (i) Purchaser shall  simultaneously  declare or pay, as
                  the case may be, an  equivalent  dividend  (as provided for in
                  the Share  Provisions)  on the  Exchangeable  Shares  and (ii)
                  Purchaser  shall  have  sufficient  money or other  assets  or
                  authorized but unissued securities available to enable the due
                  declaration  and the due and punctual  payment,  in accordance
                  with applicable law, of any such dividend on the  Exchangeable
                  Shares;

         (b)      advise Purchaser sufficiently in advance of the declaration by
                  Parent of any  dividend on Parent  Common  Shares and take all
                  such  other   actions   as  are   reasonably   necessary,   in
                  co-operation with Purchaser, to ensure that the


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                                                                               3

                  respective  declaration date, record date and payment date for
                  a dividend on the Exchangeable Shares shall be the same as the
                  declaration  date,  record  date  and  payment  date  for  the
                  corresponding dividend on the Parent Common Shares;

         (c)      ensure  that the  record  date for any  dividend  declared  on
                  Parent  Common  Shares is not less than 10 Business Days after
                  the declaration date of such dividend;

         (d)      take all such actions and do all such things as are reasonably
                  necessary  or  desirable  to enable and permit  Purchaser,  in
                  accordance with  applicable law, to pay and otherwise  perform
                  its  obligations  with  respect  to  the  satisfaction  of the
                  Liquidation  Amount,  the  Retraction  Price or the Redemption
                  Price in respect of each issued and  outstanding  Exchangeable
                  Share (other than  Exchangeable  Shares owned by Parent or its
                  Affiliates) upon the liquidation, dissolution or winding-up of
                  Purchaser, the delivery of a Retraction Request by a holder of
                  Exchangeable  Shares or a redemption of Exchangeable Shares by
                  Purchaser,  as the case may be, including  without  limitation
                  all such  actions  and all such  things  as are  necessary  or
                  desirable  to  enable  and  permit  Purchaser  to  cause to be
                  delivered  Parent Common Shares to the holders of Exchangeable
                  Shares in accordance with the provisions of Article 5, 6 or 7,
                  as the case may be, of the Share Provisions; and

         (e)      take all such actions and do all such things as are reasonably
                  necessary  or  desirable  to  enable  and  permit  Parent,  in
                  accordance  with  applicable  law, to perform its  obligations
                  arising upon the exercise by it of the Call Rights,  including
                  without limitation all such actions and all such things as are
                  necessary or desirable to enable and permit Parent to cause to
                  be  delivered   Parent   Common   Shares  to  the  holders  of
                  Exchangeable  Shares in accordance  with the provisions of the
                  Call Rights.

2.2      Segregation of Funds

Parent further  covenants  that it will cause  Purchaser to deposit a sufficient
amount of funds in a separate  account of Purchaser  and  segregate a sufficient
amount of such other assets and property, as is necessary to enable Purchaser to
pay dividends  when due and to pay or otherwise  satisfy its  obligations  under
Article 5, 6 or 7 of the Share Provisions, as applicable.

2.3      Reservation of Parent Common Shares

Parent hereby represents,  warrants and covenants in favour of Purchaser and Tec
that  Parent  has  reserved  for  issuance  and  will,  at all  times  while any
Exchangeable  Shares  (other  than  Exchangeable  Shares  held by  Parent or its
Affiliates) are  outstanding,  keep available,  free from  pre-emptive and other
rights,  out of its authorized and unissued  capital stock such number of Parent
Common Shares (or other shares or securities into which Parent Common Shares may
be  reclassified  or changed as  contemplated  by section  2.7 hereof) (a) as is
equal to the sum of


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                                                                               4

(i) the number of Exchangeable  Shares issued and outstanding  from time to time
and (ii) the number of  Exchangeable  Shares  issuable  upon the exercise of all
rights to acquire  Exchangeable  Shares outstanding from time to time and (b) as
are now and may  hereafter  be required to enable and permit  Parent to meet its
obligations  under the Voting and Exchange  Trust  Agreement and under any other
security or commitment pursuant to which Parent may now or hereafter be required
to  issue  Parent  Common  Shares,  to  enable  and  permit  Parent  to meet its
obligations under the Call Rights and to enable and permit Purchaser to meet its
respective obligations hereunder and under the Share Provisions.

2.4      Notification of Certain Events

In order to assist Parent to comply with its obligations hereunder and to permit
Parent to exercise the Call Rights,  Purchaser will notify Parent of each of the
following events at the time set forth below:

         (a)      in the event of any determination by the Board of Directors of
                  Purchaser to institute voluntary  liquidation,  dissolution or
                  winding-up  proceedings with respect to Purchaser or to effect
                  any other  distribution  of the assets of Purchaser  among its
                  shareholders  for the  purpose of winding up its  affairs,  at
                  least 60 days  prior to the  proposed  effective  date of such
                  liquidation, dissolution, winding-up or other distribution;

         (b)      promptly,  upon the earlier of receipt by  Purchaser of notice
                  of and Purchaser otherwise becoming aware of any threatened or
                  instituted  claim,  suit,  petition or other  proceedings with
                  respect  to  the  involuntary   liquidation,   dissolution  or
                  winding-up of Purchaser or to effect any other distribution of
                  the assets of Purchaser among its shareholders for the purpose
                  of winding up its affairs;

         (c)      immediately, upon receipt by Purchaser of a Retraction
                  Request;

         (d)      on the same  date on which  notice of  redemption  is given to
                  holders of Exchangeable  Shares,  upon the  determination of a
                  Redemption Date in accordance with the Share Provisions; and

         (e)      as soon as  practicable  upon the issuance by Purchaser of any
                  Exchangeable  Shares or rights to acquire  Exchangeable Shares
                  (other than the issuance of Exchangeable  Shares and rights to
                  acquire   Exchangeable  Shares  in  exchange  for  outstanding
                  Teccommon shares pursuant to the Amalgamation).

2.5      Delivery of Common Shares to Purchaser

In furtherance of its  obligations  under sections  2.1(d) and (e) hereof,  upon
notice  from  Purchaser  of any event  that  requires  Purchaser  to cause to be
delivered  Parent Common  Shares to any holder of  Exchangeable  Shares,  Parent
shall forthwith cause to be delivered to Purchaser


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                                                                               5

the requisite number of Parent Common Shares to be received by, and issued to or
to the order of, the former holder of the surrendered  Exchangeable  Shares,  as
Purchaser  shall direct.  All such Parent Common Shares shall be duly authorized
and validly issued as fully paid and non- assessable and shall be free and clear
of any lien, claim or encumbrance. In consideration of the issuance and delivery
of each such Parent Common  Share,  Purchaser  shall pay a cash  purchase  price
equal to the fair market value of such Parent Common Shares.

2.6      Intentionnaly Deleted

2.7      Economic Equivalence

So long as any  Exchangeable  Shares not owned by Parent or its  Affiliates  are
outstanding:

         (a)      Parent will not without  prior  approval of Purchaser  and the
                  prior approval of the holders of the Exchangeable Shares given
                  in accordance with section 10.2 of the Share Provisions:

                  (i)     issue  or   distribute   Parent   Common   Shares  (or
                          securities  exchangeable  for or  convertible  into or
                          carrying  rights to acquire  Parent Common  Shares) to
                          the  holders of all or  substantially  all of the then
                          outstanding  Parent  Common  Shares  by way  of  stock
                          dividend or other distribution, other than an issue of
                          Parent Common Shares (or securities  exchangeable  for
                          or  convertible  into or  carrying  rights to  acquire
                          Parent  Common  Shares) to  holders  of Parent  Common
                          Shares who exercise an option to receive  dividends in
                          Parent Common Shares (or securities  exchangeable  for
                          or  convertible  into or  carrying  rights to  acquire
                          Parent  Common  Shares)  in  lieu  of  receiving  cash
                          dividends; or

                  (ii)    issue or distribute rights, options or warrants to the
                          holders  of all  or  substantially  all  of  the  then
                          outstanding  Parent  Common Shares  entitling  them to
                          subscribe for or to purchase  Parent Common Shares (or
                          securities  exchangeable  for or  convertible  into or
                          carrying rights to acquire Parent Common Shares); or

                  (iii)   issue  or   distribute   to  the  holders  of  all  or
                          substantially  all  of  the  then  outstanding  Parent
                          Common  Shares (A) shares or  securities  of Parent of
                          any class other than Parent  Common Shares (other than
                          shares   convertible   into  or  exchangeable  for  or
                          carrying rights to acquire Parent Common Shares),  (B)
                          rights,  options or warrants other than those referred
                          to in  section  2.7(a)(ii)  above,  (C)  evidences  of
                          indebtedness of Parent or (D) assets of Parent,

         unless the  economic  equivalent  on a per share basis of such  rights,
         options, securities,  shares, evidences of indebtedness or other assets
         is issued or distributed simultaneously


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                                                                               6

         to holders of the  Exchangeable  Shares;  provided  that,  for  greater
         certainty,  the above  restrictions  shall not apply to any  securities
         issued  or  distributed  by  Parent  in order to give  effect to and to
         consummate the  transactions  contemplated  by, and in accordance with,
         the Amalgamation Agreement.

         (b)      Parent will not without the prior  approval of  Purchaser  and
                  the prior approval of the holders of the  Exchangeable  Shares
                  given in accordance with section 10.2 of the Share Provisions:

                  (i)     subdivide,  redivide  or change  the then  outstanding
                          Parent Common  Shares into a greater  number of Parent
                          Common Shares; or

                  (ii)    reduce,  combine,   consolidate  or  change  the  then
                          outstanding  Parent Common Shares into a lesser number
                          of Parent Common Shares; or

                  (iii)   reclassify or otherwise change Parent Common Shares or
                          effect  an  amalgamation,  merger,  reorganization  or
                          other  transaction  affecting  Parent  Common  Shares,
                          unless the same or an economically  equivalent  change
                          shall  simultaneously  be made to, or in the rights of
                          the holders of, the Exchangeable Shares.

         (c)      Parent will ensure that the record date for any event referred
                  to in section 2.7(a) or 2.7(b) above, or (if no record date is
                  applicable  for such  event) the  effective  date for any such
                  event,  is not less than five  Business Days after the date on
                  which such event is  declared  or  announced  by Parent  (with
                  contemporaneous notification thereof by Parent to Purchaser).

         (d)      The Board of Directors of Purchaser shall  determine,  in good
                  faith and in its sole discretion, economic equivalence for the
                  purposes of any event  referred to in section 2.7(a) or 2.7(b)
                  above  and each such  determination  shall be  conclusive  and
                  binding  on Parent.  In making  each such  determination,  the
                  following  factors  shall,  without  excluding  other  factors
                  determined  by the  Board  of  Directors  of  Purchaser  to be
                  relevant,   be   considered  by  the  Board  of  Directors  of
                  Purchaser:

                  (i)     in  the   case  of  any   stock   dividend   or  other
                          distribution  payable  in Parent  Common  Shares,  the
                          number  of such  shares  issued in  proportion  to the
                          number of Parent Common Shares previously outstanding;

                  (ii)    in the case of the  issuance  or  distribution  of any
                          rights,  options  or  warrants  to  subscribe  for  or
                          purchase   Parent   Common   Shares   (or   securities
                          exchangeable  for  or  convertible  into  or  carrying
                          rights to


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                                                                               7

                          acquire  Parent  Common  Shares),   the   relationship
                          between the exercise price of each such right,  option
                          or warrant and the Current Market Price;

                  (iii)   in the case of the  issuance  or  distribution  of any
                          other form of property  (including  without limitation
                          any shares or  securities of Parent of any class other
                          than Parent  Common  Shares,  any  rights,  options or
                          warrants  other than those  referred to in section 2.7
                          (d) (ii)  above,  any  evidences  of  indebtedness  of
                          Parent or any  assets  of  Parent),  the  relationship
                          between the fair market  value (as  determined  by the
                          Board of  Directors  of  Purchaser in the manner above
                          contemplated)   of  such  property  to  be  issued  or
                          distributed  with respect to each  outstanding  Parent
                          Common Share and the Current Market Price;

                  (iv)    in the case of any  subdivision,  redivision or change
                          of the then  outstanding  Parent  Common Shares into a
                          greater   number  of  Parent   Common  Shares  or  the
                          reduction, combination, consolidation or change of the
                          then  outstanding  Parent  Common Shares into a lesser
                          number of Parent  Common  Shares or any  amalgamation,
                          merger,  reorganization or other transaction affecting
                          Parent Common Shares, the effect thereof upon the then
                          outstanding Parent Common Shares; and

                  (v)     in all such cases, the general  taxation  consequences
                          of the  relevant  event  to  holders  of  Exchangeable
                          Shares to the extent that such consequences may differ
                          from the  taxation  consequences  to holders of Parent
                          Common  Shares  as a  result  of  differences  between
                          taxation laws of Canada and the United States  (except
                          for any differing  consequences arising as a result of
                          differing  marginal  taxation rates and without regard
                          to  the   individual   circumstances   of  holders  of
                          Exchangeable Shares).

         e)       Purchaser agrees that, to the extent required, upon due notice
                  from  Parent,  Purchaser  will use its best efforts to take or
                  cause  to be taken  such  steps  as may be  necessary  for the
                  purposes of ensuring  that  appropriate  dividends are paid or
                  other  distributions  are made by Purchaser,  or subdivisions,
                  redivisions or changes are made to the Exchangeable Shares, in
                  order to  implement  the  required  economic  equivalent  with
                  respect to the Parent Common Shares and Exchangeable Shares as
                  provided for in this section 2.7.

2.8      Tender Offers

In the event that a tender offer,  share exchange offer,  issuer bid,  take-over
bid or similar  transaction with respect to Parent Common Shares (an "Offer") is
proposed  by  Parent  or is  proposed  to  Parent  or  its  shareholders  and is
recommended by the Board of Directors of Parent, or is otherwise  effected or to
be effected  with the consent or approval of the Board of  Directors  of Parent,
and the Exchangeable Shares are not redeemed by Purchaser or purchased


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                                                                               8

by Parent  pursuant to the Call Rights,  Parent will use its reasonable  efforts
expeditiously  and in good faith to take all such actions and do all such things
as are  necessary  or  desirable  to enable and permit  holders of  Exchangeable
Shares (other than Parent and its  Affiliates)  to  participate in such Offer to
the same extent and on an economically equivalent basis as the holders of Parent
Common Shares,  without  discrimination.  Without limiting the generality of the
foregoing,  Parent will use its  reasonable  efforts  expeditiously  and in good
faith to ensure that holders of Exchangeable Shares may participate in each such
Offer without being required to retract Exchangeable Shares as against Purchaser
(or, if so required, to ensure that any such retraction, shall be effective only
upon, and shall be  conditional  upon, the closing of such Offer and only to the
extent necessary to tender or deposit to the Offer). Nothing herein shall affect
the rights of  Purchaser  to redeem (or Parent to purchase  pursuant to the Call
Rights)  Exchangeable  Shares,  as applicable,  in the event of a Parent Control
Transaction.

2.9   Ownership of Outstanding Shares

Without the prior approval of Purchaser and the prior approval of the holders of
the  Exchangeable  Shares  given in  accordance  with  section 10.2 of the Share
Provisions,  Parent covenants and agrees in favour of Purchaser that, as long as
any outstanding Exchangeable Shares are owned by any Person other than Parent or
any of its  Affiliates,  Parent  will  be and  remain  the  direct  or  indirect
beneficial  owner of all issued and outstanding  voting shares in the capital of
Purchaser.

2.10     Parent and Affiliates Not to Vote Exchangeable Shares

Parent  covenants  and agrees  that it will  appoint  and cause to be  appointed
proxyholders  with  respect  to all  Exchangeable  Shares  held  by it  and  its
Affiliates  for the sole  purpose  of  attending  each  meeting  of  holders  of
Exchangeable  Shares in order to be  counted as part of the quorum for each such
meeting.  Parent  further  covenants and agrees that it will not, and will cause
its  Affiliates  not to,  exercise any voting rights which may be exercisable by
holders  of  Exchangeable  Shares  from  time  to  time  pursuant  to the  Share
Provisions  or pursuant to the  provisions of the Act (or any successor or other
corporate statute by which Purchaser may in the future be governed) with respect
to any  Exchangeable  Shares held by it or by its  Affiliates  in respect of any
matter considered at any meeting of holders of Exchangeable Shares.

2.11     Rule 10b-18 Purchases

For certainty, nothing contained in this Agreement, including without limitation
the  obligations  of Parent  contained  in section 2.8  hereof,  shall limit the
ability of Parent or Purchaser to make a "Rule 10b-18 Purchase" of Parent Common
Shares pursuant to Rule 10b-18 of the United States  Securities  Exchange Act of
1934, as amended.


                                    ARTICLE 3
                                PARENT SUCCESSORS


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                                                                               9

3.1      Certain Requirements in Respect of Combination, etc.

Parent shall not consummate any transaction  (whether by way of  reconstruction,
reorganization,  consolidation,  merger,  transfer,  sale,  lease or other-wise)
whereby all or substantially  all of its undertaking,  property and assets would
become the  property  of any other  Person  or, in the case of a merger,  of the
continuing corporation resulting therefrom unless, but may do so if:

         f)       such  other  Person or  continuing  corporation  (the  "Parent
                  Successor") by operation of law, becomes,  without more, bound
                  by the terms and  provisions  of this  Agreement or, if not so
                  bound,  executes,  prior  to  or  contemporaneously  with  the
                  consummation of such  transaction,  an agreement  supplemental
                  hereto and such other  instruments  (if any) as are reasonably
                  necessary  or  advisable  to evidence  the  assumption  by the
                  Parent  Successor  of  liability  for all moneys  payable  and
                  property deliverable hereunder and the covenant of such Parent
                  Successor to pay and deliver or cause to be delivered the same
                  and its agreement to observe and perform all the covenants and
                  obligations of Parent under this Agreement; and

         g)       such  transaction  shall be upon such terms and  conditions as
                  substantially  to preserve  and not to impair in any  material
                  respect any of the rights,  duties,  powers and authorities of
                  the other parties hereunder.

3.2      Vesting of Powers in Successor

Whenever the  conditions of section 3.1 have been duly  observed and  performed,
the  parties,  if  required  by section  3.1,  shall  execute  and  deliver  the
supplemental  agreement  provided for in section 3.1(a) and thereupon the Parent
Successor  shall possess and from time to time may exercise each and every right
and power of Parent under this  Agreement in the name of Parent or otherwise and
any act or proceeding by any provision of this Agreement  required to be done or
performed  by the Board of  Directors of Parent or any officers of Parent may be
done and  performed  with like force and effect by the  directors or officers of
such Parent Successor.

3.3      Wholly-Owned Subsidiaries

Nothing  herein shall be construed as preventing the  amalgamation  or merger of
any wholly- owned direct or indirect subsidiary of Parent with or into Parent or
the  winding-up,  liquidation or dissolution of any  wholly-owned  subsidiary of
Parent  provided that all of the assets of such  subsidiary  are  transferred to
Parent or another  wholly-owned  direct or indirect subsidiary of Parent and any
such transactions are expressly permitted by this Article 3.


                                    ARTICLE 4
                                     GENERAL


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                                                                              10


4.1      Term

This Agreement  shall come into force and be effective as of the date hereof and
shall  terminate  and be of no  further  force  and  effect  at such  time as no
Exchangeable  Shares (or securities or rights  convertible  into or exchangeable
for or carrying  rights to acquire  Exchangeable  Shares) are held by any Person
other than Parent and any of its Affiliates.

4.2      Changes in Capital of Parent and Purchaser

At all times after the occurrence of any event contemplated pursuant to sections
2.7 and 2.8  hereof or  otherwise,  as a result of which  either  Parent  Common
Shares or the Exchangeable Shares or both are in any way changed, this agreement
shall  forthwith  be amended and  modified as  necessary  in order that it shall
apply with full force and effect,  mutatis mutandis,  to all new securities into
which Parent Common Shares or the Exchangeable Shares or both are so changed and
the parties  hereto shall  execute and deliver an  agreement  in writing  giving
effect to and evidencing such necessary amendments and modifications.

4.3      Severability

If  any  provision  of  this  Agreement  is  held  to  be  invalid,  illegal  or
unenforceable, the validity, legality or enforceability of the remainder of this
Agreement  shall  not in any  way be  affected  or  impaired  thereby  and  this
Agreement  shall be carried  out as nearly as possible  in  accordance  with its
original terms and conditions.

4.4      Amendments, Modifications

This Agreement may not be amended or modified  except by an agreement in writing
executed by Purchaser and Parent and approved by the holders of the Exchangeable
Shares in accordance with section 10.2 of the Share Provisions.

4.5      Ministerial Amendments

Notwithstanding the provisions of section 4.4, the parties to this Agreement may
in  writing  at any time and from  time to time,  without  the  approval  of the
holders of the  Exchangeable  Shares,  amend or modify  this  Agreement  for the
purposes of:

         (a)      adding to the  covenants of any or all parties  provided  that
                  the Board of Directors  of each of Purchaser  and Parent shall
                  be of the good faith opinion that such  additions  will not be
                  prejudicial  to the rights or  interests of the holders of the
                  Exchangeable Shares;

         (b)      making such amendments or modifications  not inconsistent with
                  this  Agreement as may be necessary or desirable  with respect
                  to matters or questions


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                                                                              11

                  which,  in the good faith opinion of the Board of Directors of
                  each of  Purchaser  and Parent,  it may be  expedient to make,
                  provided  that each such  Board of  Directors  shall be of the
                  good faith opinion that such amendments or modifications  will
                  not be  prejudicial  to the rights or interests of the holders
                  of the Exchangeable Shares; or

         (c)      making such  changes or  corrections  which,  on the advice of
                  counsel to Purchaser and Parent,  are required for the purpose
                  of  curing  or   correcting   any   ambiguity   or  defect  or
                  inconsistent  provision  or  clerical  omission  or mistake or
                  manifest error,  provided that the Boards of Directors of each
                  of  Purchaser  and Parent  shall be of the good faith  opinion
                  that such changes or  corrections  will not be  prejudicial to
                  the rights or  interests  of the  holders of the  Exchangeable
                  Shares.

4.6      Meeting to Consider Amendments

Purchaser,  at the  request of Parent,  shall call a meeting or  meetings of the
holders of the  Exchangeable  Shares for the purpose of considering any proposed
amendment or modification requiring approval pursuant to section 4.4 hereof. Any
such meeting or meetings shall be called and held in accordance  with the bylaws
of Purchaser, the Share Provisions and all applicable laws.

4.7      Amendments Only in Writing

No  amendment  to or  modification  or waiver of any of the  provisions  of this
Agreement  otherwise  permitted  hereunder  shall be  effective  unless  made in
writing and signed by all of the parties hereto.

4.8  Enurement

This  Agreement  shall be binding  upon and enure to the  benefit of the Parties
hereto and their respective successors and assigns.

4.9      Notices to Parties

All notices and other communications  between the parties to this Agreement hall
be in writing and shall be deemed to have been given if delivered  personally or
by  confirmed  telecopy to the parties at the  following  addresses  (or at such
other address for any such party as shall be specified in like notice):






<PAGE>

                                                                              12

                  Tec Technology Valuation.com Corporation:

                              Mr. Steve Saviuk
                              President
                              Manitex Capital Inc.
                              1 Place Ville-Marie, Suite 2001
                              Montreal (Quebec) H3B 2C4

with a copy to:               Mr. David Perez
                              Manitex Capital Inc.
                              1 Place Ville-Marie, Suite 2001
                              Montreal (Quebec) H3B 2C4


                  Telecopier No.:           514-875-9751

with a copy to:
                  De Grandpre Chaurette Levesque
                  2000 McGill College Avenue
                  Suite 1600
                  Montreal (Quebec) H3B 3H3

                  Attention:                Mr. Pierre Barnard
                  Telecopier No.:           (514) 499-0469

and:
                  Tece Inc.
                  2000 McGil College Avenue
                  Suite 1600
                  Montreal (Quebec) H3B 3H3

                  Attention:                Mr. Pierre Barnard
                  Telecopier no.            (514) 499-0469

and:
                  3786137 Canada Inc.
                  2000 McGill College Avenue
                  Suite 1600
                  Montreal (Quebec) H3B 3H3


Any notice or other  communication given personally shall be deemed to have been
given and  received  upon  delivery  thereof and if given by  telecopy  shall be
deemed to have been given and received on the date of confirmed  receipt thereof
unless  such day is not a Business  Day in which case it shall be deemed to have
been given and received upon the immediately following Business Day.


<PAGE>

                                                                              13

4.10     Counterparts

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

4.11     Jurisdiction

This  Agreement  shall be construed and enforced in accordance  with the laws of
the Province of Quebec and the laws of Canada applicable therein.

4.12     Attornment

Each of the parties  hereto agrees that any action or proceeding  arising out of
or relating to this Agreement may be instituted in the courts of the Province of
Quebec,  waives any objection which it may have now or hereafter to the venue of
any such action or proceeding,  irrevocably  submits to the  jurisdiction of the
said courts in any such action or proceeding, agrees to be bound by any judgment
of the said courts and not to seek, and hereby waives,  any review of the merits
of any such judgment by the courts of any other  jurisdiction  and Parent hereby
appoints  Purchaser  at its  registered  office  in the  Province  of  Quebec as
attorney for service of process.


IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the date first above written.




TECE INC., (FORMERLY INTERNET FOOD CO. INC.)



By:  /s/ Pierre Barnard
     ---------------------
Name: Pierre Barnard
Title:   Attorney


3786137 CANADA INC.



By:  /s/ Pierre Barnard
     ---------------------
Name: Pierre Barnard
Title:   President



<PAGE>


                                                                              14

TEC TECHNOLOGY VALUATION.COM CORPORATION



By:  /s/ Illegible
     ---------------------
Name:
Title: