SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE  AGREEMENT (the  "Agreement") is made and entered into as of
October 10, 2000,  by and between Tece Inc,  formerly  Internet Food Co. Inc., a
company  incorporated  under the laws of the State of Nevada  ("IFCO"),  3786137
Canada Inc. ("Teccan"), a corporation incorporated under the laws of Canada, Tec
Technologyvaluation.com  Corporation  ("Tec"), a corporation  incorporated under
the laws of Canada,  and Manitex Capital Inc. a corporation  incorporated  under
the  laws  of  Canada  and  the Tec  Shareholders  who  have  signed  Exhibit  A
(collectively "Manitex").

                                                     RECITALS

A.       The Boards of Directors of IFCO,  Tec and Teccan deem it advisable  and
         in the  best  interests  of such  corporations,  and  their  respective
         shareholders, that Tec become a subsidiary of IFCO.

B.       Pursuant to this Share Exchange, all of the shareholders of Tec will be
         proposed to exchange their Tec Common Shares for Exchangeable Shares of
         Teccan,  which shall be exchangeable into shares of IFCO's Common Stock
         in accordance with the terms and conditions of this Agreement.

C.       The Share  Exchange  is being  undertaken  by the  parties  in order to
         facilitate  the  aggregate  investment of a minimum of US$ 4,000,000 in
         IFCO  and Tec by  private  investors  (colletively  referred  to as the
         "Investors").

D.       In order to  facilitate  the Share  Exchange,  IFCO has agreed to enter
         into the Exchange  and Voting  Agreement  and the Support  Agreement to
         guarantee  certain  rights  to  the  holders  of  Exchangeable  Shares,
         including the right to receive  shares of IFCO Common Stock in exchange
         for their Exchangeable Shares.

E.       In order to  facilitate  the  Share  Exchange,  Manitex  has  agreed to
         transfer  to  Teccan,   contemporaneously  with  the  signing  of  this
         Agreement,  the Tec Common  Shares listed in Exhibit A, in exchange for
         Exchangeable Shares, thereby giving effective control of Tec to Teccan.

NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and
promises set forth in this Agreement, the parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS



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                                      - 2 -

When used in this  agreement,  or any Exhibit or Schedule in which terms are not
otherwise defined, each of the following terms will have the meaning ascribed to
it in this Article I.

1.1      ACT means the Canada Business Corporations Act.

1.2      AGREEMENT  means this Share Exchange Agreement, including all Exhibits.

1.3      CLOSING DATE means the date of closing for the Share Exchange  pursuant
         to the Offer.  The parties have targeted and agree to a closing date at
         the latest  within a maximum  delay of 60 days of the  Effective  Date,
         unless otherwise agreed to by both parties in writing.

1.4      EFFECTIVE DATE means the date on which this Agreement becomes effective
         in accordance with Article II, which will be 5:00 p.m.,  Montreal time,
         on the date of signing of this  Agreement,  or such other date and time
         as the parties may agree in writing.

1.5      EXCHANGE AND VOTING AGREEMENT means the Agreement reproduced in Exhibit
         1.5, with such changes  therein as the parties  thereto  mutually agree
         under the procedures set forth in that Agreement.

1.6      EXCHANGE  RIGHTS means the right of holders of  Exchangeable  Shares to
         exchange  their   Exchangeable   Shares  for  IFCO's  Common  Stock  in
         accordance with the Exchange and voting Agreement.

1.7      EXCHANGEABLE SHARES means Class A preferred shares of Teccan having the
         rights and privileges specified in Exhibit 1.7.

1.8      IFCO'S COMMON STOCK means shares of IFCO's common stock.

1.9      INVESTORS  means the  investors  who will  acquire  Units in IFCO on or
         before the Effective Date

1.10     OFFER means the offer to complete the Share Exchange which will be made
         to the Tec shareholders by Teccan in accordance with this Agreement and
         the provisions of the Act.

1.11     QSA means the Securites Act (Quebec).

1.12     SHARE  EXCHANGE  means the  exchange of shares of Tec's Common Stock by
         the Tec's  Shareholders for  Exchangeable  Shares of Teccan pursuant to
         the Offer.

1.13     SUPPORT AGREEMENT means the Agreement  reproduced in Exhibit 1.13, with
         such changes  therein as the parties  thereto  mutually agree under the
         procedures set forth in that Agreement.



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                                      - 3 -

1.14     TEC COMMON  SHARES  means  common  shares  with no par value of Tec and
         includes for greater certainty all instruments  convertible into common
         shares of Tec, on the assumption  that they are converted in accordance
         with their terms and conditions.

1.15     TEC SHAREHOLDERS means the holders of Tec Common Shares.

1.16     TRANSACTIONS means the transactions  contemplated in Article II of this
         Agreement.

1.17     TRUSTEE has the meaning set forth in the Exchange and Voting Agreement.

1.18     UNITS  means  the  1,000,000  units of IFCO  which  will be sold to the
         Investors,  at a price of US $4.00,  each Unit being  comprised  of one
         common share of IFCO and one common share  purchase  warrant  entitling
         the holder thereof to subscribe to one additional  common share of IFCO
         at a price of US $5.00.

All of the Exhibits forming part of this Agreement are listed at the end of this
Agreement.


                                   ARTICLE II

                                 EFFECTIVE DATE

For good and valuable  consideration,  the sufficiency of which is acknowledged,
the parties agree that subject to the terms and conditions of this Agreement, on
the Effective  Date, or as soon as practical  following the Effective Date, they
will take all necessary steps to cause the following to occur:

2.1      Manitex will transfer to Teccan the Tec Common Shares listed in Exhibit
         A, and Teccan will issue to Manitex, as sole consideration for the said
         transfer,  Exchangeable  Shares on the basis of one Exchangeable  Share
         for each two Tec Common Shares transferred  (assuming the conversion of
         the  convertible  debentures  of Tec held by  Manitex  into Tec  Common
         Shares in accordance with their terms and conditions);

2.2      Teccan shall make the Offer to the  shareholders  of Tec, in accordance
         with the  applicable  provisions of the Act and the QSA, to acquire all
         of the  outstanding  Tec Common  Shares in  exchange  for  Exchangeable
         Shares, on the basis of one Exchangeable  Share for each two Tec Common
         Shares held;

2.3      The existing  Board of Directors of IFCO will be replaced by a board of
         5 members consisting of Steve Saviuk and Claude Forget;

2.4      The  existing  Board of Directors of Teccan will be replaced by a board
         of 3 members consisting of Steve Saviuk and Claude Forget;



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                                      - 4 -

2.5      IFCO and Teccan shall  execute the Support  Agreement  and the Exchange
         and  Voting  Agreement  in order to grant  the  Exchange  Rights to the
         holders of Exchangeable Shares;

2.6      IFCO will  complete the private  placement of Units with the  Investors
         and will  advance the net  proceeds to Teccan as  non-interest  bearing
         demand loan; and

2.7      Teccan and IFCO agree  that if, at any time after the  Effective  Time,
         Teccan or IFCO,  considers or is advised  that any further  agreements,
         deeds,  assignments,  or assurances are necessary or desirable to carry
         out the  purpose of this  Agreement,  Teccan and IFCO and their  proper
         officers  and  directors  shall  execute  and  deliver  all such proper
         agreements,  deeds, assignments, and assurances and do all other things
         necessary  or  desirable  to carry out the  purpose of this  Agreement,
         including  the filing of all  application  or  documentation  necessary
         under the Act or the QSA.


                                   ARTICLE III

                               EXCHANGE OF SHARES

At the Closing Date and subject to the terms and  conditions  of this  Agreement
and the Offer,

3.1      Teccan shall acquire,  from the Tec Shareholders who will have tendered
         their Tec Common Shares,  all of the Tec Common Shares so tendered,  in
         accordance  with the applicable  provisions of the Act and the QSA, and
         will issue one  Exchangeable  Share for each two Tec  Common  Shares so
         tendered.

3.2      Teccan will file the prescribed joint election form under section 85(1)
         of the Income tax Act (Canada) so that the Tec Common Shares are deemed
         to be disposed of for income tax purposes at their cost amount.

3.3      Each Tec  Shareholder  owning  shares of Tec Common Shares will execute
         and deliver to the  trustee an  "Acceptance  of Exchange  Offer" in the
         form attached hereto as Exhibit 3.3.

3.4      IFCO will  establish a Stock  Option Plan for the purpose of  providing
         incentive  compensation  to management  and key employees in all of the
         Tec  companies.  The  grant  of  options  will be made by the  Board of
         Directors of IFCO.


                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF TECCAN

Teccan hereby  represents and warrants to IFCO and Manitex as follows,  with "to
the best knowledge


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                                      - 5 -

of Teccan"  meaning  that Teccan does not know,  after  having made all relevant
inquiries,  and it has no reasonable  basis to believe,  that such  statement is
false;

4.1      ORGANIZATION,  STANDING,  AND  POWER.  Teccan  is  a  corporation  duly
         organized,  validly  existing  and in good  standing  under the laws of
         Canada and is qualified  and in good standing in all  jurisdictions  in
         which the  failure so to be  qualified  would  have a material  adverse
         effect upon its business.  Teccan has the corporate power and corporate
         authority to hold, own, operate, and lease its properties and otherwise
         carry on its  business as presently  conducted,  to execute and deliver
         this Agreement, and to carry out the transactions  contemplated in this
         Agreement.

4.2      AUTHORITY.  The execution,  delivery and  performance of this Agreement
         and  all  other  agreements  contemplated  in  this  Agreement  and the
         consummation   of  the  Share  Exchange  have  been  duly  and  validly
         authorized  by the Board of  Directors  of Teccan.  and,  assuming  due
         authorization,  execution,  and delivery by the parties, this Agreement
         will  constitute  a legal,  valid,  and  binding  agreement  of Teccan,
         enforceable  against  Teccan in accordance  with its terms,  subject to
         applicable  bankruptcy,   insolvency,   moratorium,  and  similar  laws
         affecting  creditors'  rights  to  enforce  remedies  generally  and to
         equitable  principles  limiting  the  availability  of  the  remedy  of
         specific performance.

4.3      NO CONFLICTS.  The execution,  delivery,  and  performance by Teccan of
         this Agreement and any other agreement executed by Teccan in connection
         with the consummation of the Share Exchange,  (a) have not violated and
         will not  violate,  conflict  with,  or  breach  any  provision  of the
         Articles of  Incorporation  or the  By-laws of Teccan or any  presently
         existing order, writ,  injunction,  judgment,  decree,  law, ordinance,
         rule, or regulation  applicable to Teccan or any of its properties,  or
         (b) after a lapse of time,  due notice or otherwise,  will not violate,
         require  consent under,  conflict  with,  breach,  cause a default,  or
         provide  grounds for  termination,  cancellation,  or  acceleration  of
         performance in respect of, or result in the creation or imposition of a
         lien or other  encumbrance  pursuant to, any agreement or understanding
         to which Teccan is a party or to which it or any of its  properties may
         be subject.

4.4      NO  UNDISCLOSED  LIABILITIES.  Teccan has no  material  liabilities  or
         obligations,   secured  or  unsecured,   whether   accrued,   absolute,
         contingent, or otherwise.

4.5      CAPITALIZATION.  The authorized capital stock of Teccan is comprised of
         an  unlimited  number  of  common  Shares  and an  unlimited  number of
         Exchangeable  Shares  of  which  only one  hundred  common  shares  are
         presently issued and outstanding. All such outstanding shares of Teccan
         have been  validly  issued as fully  paid and  non-assessable  to IFCO.
         Except as provided for under this  Agreement,  there are no outstanding
         warrants, options, rights, agreements, convertible securities, or other
         commitments  pursuant to which  Teccan is or may be  obligated to issue
         any  securities.  There are no  outstanding  agreements,  arrangements,
         commitments, or understandings of any kind affecting or relating to the
         voting, issuance,


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                                      - 6 -

         purchase,  redemption,  repurchase, or transfer of Teccan's securities,
         except as contemplated in this Agreement. No shares of Teccan have been
         issued in  violation  of any  securities  laws,  agreements  binding on
         Teccan, or preemptive or similar right.

4.6      LITIGATION.  Teccan is not a party to, nor are any of the properties or
         assets of Teccan  subject to, any pending or, to the best  knowledge of
         Teccan,  threatened actions, claims, suits,  proceedings,  arbitration,
         investigations,  or other litigation,  whether instituted by or against
         Teccan or any such person or entity,  and Teccan  knows of no basis for
         any such action.

4.7      TAXES. All federal,  state, local,  foreign,  and other tax returns and
         reports  which  Teccan has been  required to file have been duly filed,
         and all such returns and reports are true and correct.

4.8      COMPLIANCE. Teccan has complied, or prior to the Closing Date will have
         complied,  and is or will be at the Closing Date in  compliance  in all
         material respects, with all material laws, ordinances, regulations, and
         rules,  and all orders,  writs,  injunctions,  awards,  judgments,  and
         decrees applicable to it or to the assets,  properties, and business of
         Teccan.

4.9      FULL DISCLOSURE. The representations and warranties of Teccan contained
         in this  Agreement  do not contain any untrue  statement  of a material
         fact or omit any material fact  necessary to make any such statement or
         omission not  misleading in view of the  circumstances  under which the
         were made.


                                    ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF IFCO

IFCO hereby represents and warrants to Teccan as follows, except as set forth in
the IFCO Schedule of Exceptions attached hereto as Exhibit 5.0 with "to the best
knowledge  of IFCO"  meaning  that  IFCO does not know,  after  having  made all
relevant  inquiries,  and it has no  reasonable  basis  to  believe,  that  such
statement is false:

5.1      ORGANIZATION,  STANDING,  AND POWER.  IFCO is a company duly organized,
         validly  existing and in good  standing  under the laws of the State of
         Nevada,  and is qualified and in good standing in all  jurisdictions in
         which the  failure so to be  qualified  would  have a material  adverse
         effect upon its business.  IFCO has the  corporate  power and corporate
         authority to hold, own, operate, and lease its properties and otherwise
         carry on its  business as presently  conducted,  to execute and deliver
         this Agreement, and to carry out the transactions  contemplated in this
         Agreement.

5.2      CAPITALIZATION.  The  authorized  capital stock of IFCO is comprised of
         100,000,000  shares of Common Stock, of which only 9,475,000 shares are
         presently issued and outstanding. All


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                                      - 7 -

         such  outstanding  shares of IFCO Common Stock have been validly issued
         and fully paid and  non-assessable.  Except as provided  for under this
         Agreement or in the IFCO Financial Statements, there are no outstanding
         warrants, options, rights, agreements, convertible securities, or other
         commitments  pursuant to which IFCO is or may be obligated to issue any
         securities.   There  are  no  outstanding   agreements,   arrangements,
         commitments, or understandings of any kind affecting or relating to the
         voting,  issuance,  purchase,  redemption,  repurchase,  or transfer of
         IFCO's  Common  Stock  or any  other  securities  of  IFCO,  except  as
         contemplated in this Agreement. No IFCO Common Stock has been issued in
         violation  of any  securities  laws,  agreements  binding  on IFCO,  or
         preemptive  or similar  right.The  shares of IFCO's  Common Stock to be
         issued pursuant to the Exchange and Voting Agreement will, when issued,
         be fully paid and non-assessable.

5.3      AUTHORITY.  IFCO has the  requisite  corporate  power and  authority to
         enter into this Agreement and to perform its obligations hereunder. The
         execution,  delivery and  performance  of this  Agreement and all other
         agreements  contemplated  in this  Agreement have been duly and validly
         authorized  by the  Board  of  Directors  of  IFCO  and,  assuming  due
         authorization,  execution,  and delivery by the parties, this Agreement
         will  constitute  a  legal,  valid,  and  binding  agreement  of  IFCO,
         enforceable  against  IFCO in  accordance  with its  terms,  subject to
         applicable  bankruptcy,   insolvency,   moratorium,  and  similar  laws
         affecting  creditors'  rights  to  enforce  remedies  generally  and to
         equitable  principles  limiting  the  availability  of  the  remedy  of
         specific performance.

5.4      NO CONFLICTS. The execution,  delivery, and performance by IFCO of this
         Agreement and any other  agreement  executed by IFCO in connection with
         the consummation of the Share Exchange,  (a) have not violated and will
         not violate,  conflict with, or breach any provision of the Articles of
         Incorporation  or the By-laws of IFCO or any presently  existing order,
         writ, injunction, judgment, decree, law, ordinance, rule, or regulation
         applicable  to IFCO or any of its  properties,  or (b) after a lapse of
         time, due notice or otherwise, will not violate, require consent under,
         conflict  with,  breach,  cause  a  default,  or  provide  grounds  for
         termination,  cancellation,  or  acceleration of performance in respect
         of,  or  result  in the  creation  or  imposition  of a right  of first
         refusal,  lien or other  encumbrance  pursuant  to,  any  agreement  or
         understanding  to  which  IFCO is a party  or to which it or any of its
         properties may be subject.

5.5      FINANCIAL STATEMENTS. A copy of IFCO's audited financial statements for
         the period ended December 31, 1999 ("IFCO Financial Statements"), which
         financials  have been  approved by Teccan is reproduced as Exhibit 5.5.
         Such financial  statements (a) agree with IFCO's books and records, (b)
         have been prepared in accordance  with  generally  accepted  accounting
         principles  consistently  applied, and (c) are complete and accurate in
         all material  respects,  and present  fairly the financial  position of
         IFCO as of the  dates  indicated  and the  results  of  operations  and
         changes in financial position for the periods indicated.



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                                      - 8 -

5.6      NO  UNDISCLOSED  LIABILITIES.  Except  to  the  extent  accrued  for or
         disclosed  in the  IFCO  Financial  Statements,  IFCO  has no  material
         liabilities  or  obligations,  secured or unsecured,  whether  accrued,
         absolute, contingent, or otherwise.

5.7      ABSENCE OF MATERIAL ADVERSE CHANGE.  Since December 31, 1999, there has
         been no material adverse change in the business, condition, operations,
         assets,  properties,  or commitments of IFCO, and IFCO currently is not
         aware of any fact or condition which might cause such adverse change in
         the  future.  Since  such  date,  except as set  forth in the  exhibits
         attached to this Agreement, IFCO has consummated only such transactions
         as are in the  ordinary  course  of  business,  and  IFCO  has  not (a)
         declared or made payment of, or set aside for payment, any dividends or
         distributions  of any  assets  of any kind  whatsoever,  or  purchased,
         redeemed,   or  otherwise  acquired  any  of  its  capital  stock,  any
         securities convertible into capital stock, or any other securities; (b)
         written  down the value of any assets or  properties  or written off as
         uncollectible any notes or accounts receivable, except write- downs and
         write-offs  in  the  ordinary  course  of  business,   none  of  which,
         individually or in the aggregate,  are material to it; (c) made capital
         expenditures  or entered  into  commitments  for capital  expenditures,
         aggregating more than  $10,000.00;  or, (d) made any material change in
         any method of accounting or application of accounting practice.

5.8      LITIGATION.  IFCO is not a party to, nor are any of the  properties  or
         assets of IFCO  subject to, any pending  or, to the best  knowledge  of
         IFCO,  threatened actions,  claims,  suits,  proceedings,  arbitration,
         investigations,  or other litigation,  whether instituted by or against
         IFCO or any such  person or entity,  and IFCO knows of no basis for any
         such action.

5.9      TAXES. All federal,  state, local,  foreign,  and other tax returns and
         reports which IFCO has been required to file have been duly filed,  and
         all such returns and reports are true and correct.

5.10     COMPLIANCE.  IFCO has  complied  and is in  compliance  in all material
         respects, with all material laws, ordinances,  regulations,  and rules,
         and all orders,  writs,  injunctions,  awards,  judgments,  and decrees
         applicable  to it or to the assets,  properties,  and business of IFCO,
         including for greater certainty all applicable rules of the NASDN.

5.11     REPORTING.  IFCO has  complied  and is in  compliance  in all  material
         respects,  with all material laws,  regulations and rules of regulatory
         authorities  having  jurisdiction  over the issuance and the trading of
         its  securities;  the shares of common  stock of IFCO are  admitted for
         trading on the Over the Counter  Bulletin Board ("OTCBB") in the United
         States  and the  shares  of  IFCO's  common  stock to be  issued on the
         exchange of the  Exchangeable  Shares will be admissible for trading on
         the OTCBB,  subject to any applicable  hold periods under US securities
         laws and to compliance with the rules and regulations of the NASDN.



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                                      - 9 -

5.12     MINUTE BOOKS.  The minute books of IFCO are complete and correct in all
         material  respects  and  contain the  minutes of all  meetings  and all
         resolutions of the directors and shareholders thereof;

5.13     CEASE TRADE  ORDERS.  No securities  commission  or similar  regulatory
         authority has issued any order preventing or suspending  trading in any
         securities of IFCO and there is currently no reasonable  basis for such
         order;

5.14     FULL DISCLOSURE.  The  representations and warranties of IFCO contained
         in this Agreement and other documents delivered by or on behalf of IFCO
         pursuant to this  Agreement,  do not contain any untrue  statement of a
         material  fact or omit any  material  fact  necessary  to make any such
         statement or omission not misleading in view of the circumstances under
         which the were made.

5.15     BROKERS AND FINDERS.  IFCO has not incurred any liability for brokerage
         fees,   commissions,   or  finders'   fees,  in  connection   with  the
         transactions contemplated in this Agreement.


                                   ARTICLE VI

                    REPRESENTATIONS AND WARRANTIES OF MANITEX

Manitex  hereby  represents  and warrants to Teccan as follows with "to the best
knowledge of Manitex"  meaning that Manitex does not know, after having made all
relevant  inquiries,  and it has no  reasonable  basis  to  believe,  that  such
statement is false:

6.1      ORGANIZATION,  STANDING,  AND  POWER.  Manitex  is a  corporation  duly
         organized,  validly  existing  and in good  standing  under the laws of
         Canada,  and is qualified and in good standing in all  jurisdictions in
         which the  failure so to be  qualified  would  have a material  adverse
         effect upon its business. Manitex has the corporate power and corporate
         authority to hold, own, operate, and lease its properties and otherwise
         carry on its  business as presently  conducted,  to execute and deliver
         this Agreement, and to carry out the transactions  contemplated in this
         Agreement.

6.2      AUTHORITY.  The execution,  delivery and  performance of this Agreement
         and all other agreements  contemplated in this Agreement have been duly
         and validly  authorized  by the Board of  Directors  of  Manitex.  This
         Agreement  will have been duly and validly  authorized by all necessary
         corporate   action  on  the  part  of   Manitex   and,   assuming   due
         authorization,  execution,  and delivery by the parties, this Agreement
         will  constitute  a legal,  valid,  and binding  agreement  of Manitex,
         enforceable  against Manitex in accordance  with its terms,  subject to
         applicable  bankruptcy,   insolvency,   moratorium,  and  similar  laws
         affecting  creditors'  rights  to  enforce  remedies  generally  and to
         equitable  principles  limiting  the  availability  of  the  remedy  of
         specific performance.


<PAGE>


                                     - 10 -


6.3      TITLE.  Manitex  has good title to its shares of Tec and has full power
         to transfer said shares to Teccan and Teccan will acquire good title to
         such shares, free and clear of liens, encumbrances and adverse claims.

6.4      NO CONFLICTS.  The execution,  delivery,  and performance by Manitex of
         this  Agreement  and  any  other  agreement   executed  by  Manitex  in
         connection  with  consummation  of the  Share  Exchange,  (a)  have not
         violated and will not violate,  conflict  with, or breach any provision
         of the  Articles  of  Incorporation  or the  By-laws  of Manitex or any
         presently  existing order, writ,  injunction,  judgment,  decree,  law,
         ordinance,  rule,  or  regulation  applicable  to Manitex or any of its
         properties, or (b) after a lapse of time, due notice or otherwise, will
         not violate,  require  consent under,  conflict with,  breach,  cause a
         default,   or  provide  grounds  for  termination,   cancellation,   or
         acceleration of performance in respect of, or result in the creation or
         imposition of a lien or other encumbrance pursuant to, any agreement or
         understanding  to which Manitex is a party or to which it or any of its
         properties may be subject.


                                   ARTICLE VII

                             CONDITIONS TO PRECEDENT

7.1      CLOSING  DATE.  Subject to the  fulfilment  or waiver by all parties of
         conditions set forth below,  the Effective Date will take place as soon
         as possible after the date of the signing of this Agreement.

7.2      CONDITIONS  PRECEDENT TO  OBLIGATIONS  OF TECCAN.  The  obligations  of
         Teccan and Manitex to consummate  the  Transactions  are subject to the
         satisfaction  of each of the  following,  on or prior to the  Effective
         Date, except as otherwise waived in writing by them:

         7.2.1    Authorization.  All  necessary  action will have been taken to
                  authorize the execution,  delivery and  performance by IFCO of
                  this Agreement and the Transactions.

         7.2.2    Capital Contribution by the Investors. The Investors will have
                  acquired and paid for a minimum of 1,000,000 Units .

         7.2.3    Representations,  Warranties  and  Performance.  Each  of  the
                  representations  and  warranties  of IFCO  set  forth  in this
                  Agreement will be true and correct in all material respects as
                  of the Effective,  except as permitted by this Agreement. IFCO
                  will have performed in all material respects each covenant and
                  agreement  contained  in this  Agreement to be performed by it
                  prior to the Effective Date.



<PAGE>


                                     - 11 -

         7.2.4    Consents and Approvals.  All contractual  and  non-contractual
                  authorizations,   consents  and  approvals,   including  those
                  required under any applicable  securities laws, if any, of any
                  local, state,  federal or government agency,  regulatory body,
                  official  or any  person  or  entity  necessary  for the valid
                  consummation  of the  Transactions  in  accordance  with  this
                  Agreement  will have been  obtained  and will be in full force
                  and effect.

         7.2.5    Litigation. No suit, action, proceeding,  arbitration or other
                  litigation  will  have  been  commenced  or  threatened  to be
                  commenced  against  Teccan or IFCO  which,  in the  opinion of
                  Teccan or  Manitex,  would pose a material  restriction  on or
                  impair  consummation of the Transactions,  performance of this
                  Agreement,  or  create  a risk of  subjecting  Manitex  or its
                  shareholders,   officers,  directors  or  agents  to  material
                  damages, costs, liabilities or other relief in connection with
                  the Share Exchange or this Agreement.

         7.2.6    Opinion  of  Counsel  to IFCO.  Manitex  will have  received a
                  written  opinion  dated as of the  Effective  Date  from  IFCO
                  Counsel,  substantially  to the  effect  set forth in  Exhibit
                  7.2.6.

         7.2.7    No Material  Adverse Change.  There will not have occurred any
                  material loss or destruction or any material adverse change in
                  the financial condition or properties,  business or operations
                  of IFCO from that shown in the IFCO Financial Statements.

         7.2.8    Officer Certificate.  Manitex will have received a certificate
                  dated as of the Effective  Date from a senior officer of IFCO,
                  substantially in the form set forth in Exhibit 7.2.8.

7.3      CONSENTS.  IFCO and  Teccan  will use their  commercial  best  efforts,
         within  reasonable costs, to obtain all such consents and approvals and
         to take all such actions, including those required under any applicable
         securities  law, as may be necessary or  appropriate  to consummate the
         transactions  contemplated in this Agreement. IFCO and Teccan will take
         all actions and execute all documents,  and will use their best efforts
         to have their respective  shareholders take all actions and execute all
         documents, that either party reasonably requests in order to obtain all
         such consents and approvals.

7.4      PRESS  RELEASES.  All  press  releases  or other  announcements  by the
         parties,  to  their  employees  or  vendors  or  otherwise,  as to  the
         transactions  contemplated by this Agreement will be in a form mutually
         agreeable to IFCO and Teccan.

7.5      REASONS FOR  TERMINATION.  The Offer will be  terminated  and the Share
         Exchange abandoned at any time prior to the Closing as follows:

         (a)      By action of the Boards of Directors of IFCO and Teccan;


<PAGE>


                                     - 12 -

         (b)      By  Teccan,  if  any  of  the  conditions   precedent  to  its
                  obligations  set forth  above have not been  satisfied  in all
                  material respects on or before the Closing Date;

         (c)      By IFCO, if any of the conditions precedent to its obligations
                  set  forth  above  have not  been  satisfied  in all  material
                  respects on or before the Closing Date; and

         (d)      By either IFCO or Teccan, if the Share Exchange has not become
                  effective  for any  reason by no later  than 60 days after the
                  Effective Date.

7.6      SURVIVAL  OF  REPRESENTATIONS.  All  representations,   warranties  and
         covenants of Teccan and IFCO  contained in this  Agreement  will remain
         operative and in full force and effect, regardless of any investigation
         made by or on  behalf  of the  parties  to this  Agreement,  until  the
         earlier of the  termination  of this  Agreement  or the  Closing  Date,
         whereupon such representations, warranties and covenants will expire.


                                  ARTICLE VIII

                                  MISCELLANEOUS

8.1      WAIVER AND  AMENDMENT.  This  Agreement may be amended by action of the
         Boards  of  Directors  of all  of the  parties  without  action  by the
         shareholders  of such parties;  any right granted by this Agreement may
         be  waived by the  party or on  behalf  of the  shareholders  for whose
         benefit such right was granted. The waiver of any such right must be in
         writing  and  signed by the party  electing  to  exercise  its right of
         waiver.

8.2      ENTIRE AGREEMENT;  REFERENCES.  This Agreement,  including all Exhibits
         hereto, each of which is incorporated herein by reference,  constitutes
         the  entire   agreement   between  the  parties  with  respect  to  the
         Transactions  and the  Share  Exchange  and  supersedes  all  prior  or
         concurrent  arrangements,  letters of intent or understandings relating
         thereto.  Unless otherwise  specified herein,  references to "Sections"
         and "Exhibits" are to Sections of and Exhibits to this Agreement.

8.3      COUNTERPARTS.   This   Agreement   may  be  executed  in  one  or  more
         counterparts,  each of which will be an original, but all of which when
         taken  together  will  constitute  one and  the  same  agreement.  This
         Agreement will become effective when one or more  counterparts has been
         signed  by each  of the  parties  and  delivered  to each of the  other
         parties.

8.4      EFFECT OF HEADINGS.  The headings in this  Agreement have been inserted
         for  reference  purposes  only and  will  not  affect  the  meaning  or
         construction of any provision of this Agreement.



<PAGE>


                                     - 13 -

8.5      NOTICES. Any notice or other communication  required or permitted to be
         given  under  this  Agreement  will be in  writing,  will be  delivered
         personally or by registered or certified mail, postage prepaid and will
         be deemed given upon delivery, if delivered  personally,  or three days
         after deposit in the mail, if mailed, to the following addresses:

         (i)      if to IFCO :

                  1555 West Fourteen Mile Road
                  Suite 212
                  Farmington Hills, MI 48334
                  Attention: Mr. David H. Jarvis

with a copy to :

                  De Grandpre Chaurette Levesque
                  2000, McGill College Avenue, Suite 1600
                  Montreal (Quebec)
                  H3A 3H3
                  Attention: Pierre Barnard


         (ii)     if to Teccan:

                  De Grandpre Chaurette Levesque
                  2000, McGill College Avenue, Suite 1600
                  Montreal (Quebec)
                  H3A 3H3
                  Attention: Pierre Barnard

         (iii)    if to Manitex:

                  5, Place Ville Marie
                  Suite 1234
                  Montreal (Quebec)
                  H3B 2G2
                  Attention: David Perez

         or to such  other  address as a party may have  furnished  to the other
         parties in writing pursuant to this Section 8.5.

8.6      NO WAIVER.  No waiver by any party of any  condition,  or the breach of
         any term, covenant, agreement,  representation or warranty contained in
         this Agreement,  in any one or more  instances,  will be deemed to be a
         further or continuing waiver of any such condition or


<PAGE>


                                     - 14 -

         breach  of any  other  term,  covenant,  agreement,  representation  or
         warranty contained in this Agreement.

8.7      SUCCESSORS  AND  ASSIGNS.  No party  may  assign  any of its  rights or
         obligations  under this Agreement  without the prior written consent of
         the other parties. This Agreement will be binding upon and enure to the
         benefit  of  the  parties  to  this  Agreement  and  their   respective
         successors, personal representatives and permitted assigns.

8.8      GOVERNING  LAW.  This  Agreement  will be governed by and  construed in
         accordance  with  the  substantive  laws  of  the  Province  of  Quebec
         excluding that body of law pertaining to conflicts of law.


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written,  subject to acceptance and  initialling of each of the
exhibits hereto.


MANITEX CAPITAL INC.


 /s/ Steve Saviuk
 ------------------------
STEVE SAVIUK, PRESIDENT


3786137 CANADA INC.


 /s/ Pierre Barnard
 -------------------------
PIERRE BARNARD, PRESIDENT


TECE INC.


 /s/ Pierre Barnard
--------------------------
PIERRE BARNARD, ATTORNEY





<PAGE>


                                     - 15 -

                                LIST OF EXHIBITS

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc.,    formerly    Internet    Food    Co,    3786137    Canada    Inc,    Tec
TechnologyEvaluation.com Corporation and Manitex Capital Inc.



Acceptance of Exchange......................................................A
Exchange and voting Agreement.............................................1.5
Exchangeable shares of Teccan.............................................1.7
Support Agreement........................................................1.13
Acceptance of Exchange Offer............................................. 3.3
IFCO's Schedule of Exceptions............................................ 5.0
IFCO's Financial Statements.............................................. 5.5
Opinion of IFCO's Counsel to Manitex....................................7.2.6
Officer's Certificate of IFCO to Manitex................................7.2.8





<PAGE>


                                     - 16 -

                                                     EXHIBIT A

to the Share Exchange Agreement entered into as of October 10, 2000 between Tece
Inc, formerly Internet Food Co, 3786137 Canada Inc, Tec TechnologyEvaluation.com
Corporation and Manitex Capital Inc. (the "Exchange Agreement")

                             ACCEPTANCE OF EXCHANGE


TO:           Teccan Inc.

AND TO:       Pierre Barnard, as trustee under the Exchange and Voting Agreement

RE:      TECCAN CORPORATION

Gentlemen:

The  undersigned  hereby  irrevocably  accept and agree to sell to Teccan all of
their  Tec  Common  Shares  held  as  of  this  date  and  to  receive  as  sole
consideration  Exchangeable Shares of Teccan,  which are exchangeable subject to
certain  terms  and  conditions  into  shares  of  common  stock  of Tece Inc as
described  and under the terms of the Exchange  Agreement,  receipt of a copy of
which is hereby acknowledged.

Each of the  undersigned is delivering  this  Acceptance  which  constitutes the
undersigned's  instructions to you to effect the Exchange with respect to all of
the Tec shares held by the  undersigned  for shares of IFCO subject to the terms
and conditions of the Exchange Agreement.

Each of the undersigned  hereby  represents and warrants to Teccan and IFCO that
he has good title to the Tec Common  Shares and has full power to transfer  said
shares to Teccan and  Teccan  will  acquire  good title free and clear of liens,
encumbrances and adverse claims. Each of the undersigned covenants that he will,
upon  request,  execute any  additional  documents,  necessary  or  desirable to
complete the transfer and exchange of the Teccan Common Shares.

Each of the undersigned,  as holder of Exchangeable Shares, whether of record or
beneficial,  acknowledges  becoming and being a party to the Exchange and Voting
Agreement, acknowledges and accepts the Insolvency Exchange Right, the Automatic
Exchange  Rights and the Voting  Rights  granted to the holders of  Exchangeable
Shares  by  IFCO.  As  consideration  for  the  granting  of  such  rights,  the
undersigned  hereby grants to IFCO the Call Rights described in the Exchange and
Voting Agreement and  acknowledges  the overriding  nature thereof in connection
with the retraction of Exchangeable  Shares,  as the case may be, and accepts to
be bound  thereby  in  favour  of IFCO,  Inc in  accordance  with the  terms and
conditions of the priviledges attached to the Exchangeable Shares.

The  undersigned  each agree to the  provisions  of the Exchange  Agreement  and
hereby irrevocably  appoint Pierre Barnard of the law firm De Grandpre Chaurette
Levesque as his, her or its


<PAGE>

                                     - 17 -

representative  and  attorney  to (i) effect the  Exchange;  (ii) to endorse for
transfer  to Teccan  the  undersigned's  certificate  evidencing  the Tec Common
Shares being exchanged; and (iii) to sign any other document necessary or useful
for the purpose of implementing the Exchange and in accordance with the Exchange
and Voting Agreement,  such power of attorney not being invalidated by the death
or the incapacity of the undersigned.


Dated:                                , 2000

<TABLE>
<CAPTION>


SIGNATURE :                                 TEC COMMON SHARES TRANSFERRED                            Number of
---------                                   -----------------------------                            ---------
                                                                                                   Exchangeable
                                                                                                   Shares issued

<S>                                         <C>                                                      <C>
Manitex Capital Inc. per:                   -   6,560,812 Common Shares
                                            -   CAN $75,000 convertible
/s/ Illegible                                   debenture with accrued interest                      4,284,441
------------------------                    -   US $375,000 convertible
                                                debenture with accrued interest

Intasys Corporation per:                    -    One Common Share
                                            -    US $2,625,000 convertible
/s/ Illegible                                    debenture with accrued interest                     6,522,710
------------------------



/s/ Don Lobley                              -   2,211,977 Common Shares                              1,105,989
------------------------
Don Lobley
------------------------------------------  ------------------------------------------------ -------------------------
TOTAL:                                                                                              11,913,140
------------------------------------------  ------------------------------------------------ -------------------------
</TABLE>









<PAGE>


                                     - 18 -

                                   EXHIBIT 1.5

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc.,    formerly    Internet    Food    Co,    3786137    Canada    Inc,    Tec
TechnologyEvaluation.com Corporation and Manitex Capital Inc.


                          EXCHANGE AND VOTING AGREEMENT



<PAGE>


                                     - 19 -

                                   EXHIBIT 1.7

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc.,    formerly    Internet    Food    Co,    3786137    Canada    Inc,    Tec
TechnologyEvaluation.com Corporation and Manitex Capital Inc.


                          EXCHANGEABLE SHARES OF TECCAN




<PAGE>


                                     - 20 -


                                  EXHIBIT 1.13

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc.,    formerly    Internet    Food    Co,    3786137    Canada    Inc,    Tec
TechnologyEvaluation.com Corporation and Manitex Capital Inc.


                                SUPPORT AGREEMENT


<PAGE>

                                     - 21 -

                                   EXHIBIT 3.3

to the Share Exchange Agreement entered into as of October 10, 2000 between Tece
Inc, formerly Internet Food Co, 3786137 Canada Inc, Tec TechnologyEvaluation.com
Corporation and Manitex Capital Inc.

                    SHAREHOLDER ACCEPTANCE OF EXCHANGE OFFER


TO:               Teccan Inc.

AND TO:           Montreal Trust Company of Canada
                  Montreal, Quebec

RE:      TECCAN CORPORATION

Gentlemen:

The  undersigned  hereby  irrevocably   accepts  and  agrees  to  exchange  (the
"Exchange")  all  of  his,  her  or its  shares  held  as of  this  date  in Tec
TechnologyEvaluation.com  Corporation ("Tec"), for Class A Preferred Shares (the
"Exchangeable Shares") of 3786137 Canada Inc. ("Teccan"), which are exchangeable
subject to certain terms and conditions into shares of common stock of Tece Inc,
a Nevada Corporation formerly known as Internet Food Co. ("IFCO"),  as described
and under the terms of that certain  Share  Exchange  Agreement  (the  "Exchange
Agreement")  between  Teccan  and  IFCO,  receipt  of a copy of which is  hereby
acknowledged.

The   undersigned  is  delivering   this   Acceptance   which   constitutes  the
undersigned's  instructions to you to effect the Exchange with respect to all of
the Teccan shares held by the  undersigned for shares of IFCO and subject to the
terms of the Exchange Agreement.

If the  transactions  contemplated  by the Exchange as described in the Exchange
Agreement  are  completed,  then  you  are  to  deliver  certificates  of  stock
representing the number of Exchangeable  Shares to the undersigned issued in the
name and at the address given below.

The  undersigned  hereby  represents  and  warrants  to Teccan and IFCO that the
undersigned has good title to his Tec Common Shares and has full power to accept
the Exchange and to transfer  said shares to Teccan and Teccan will acquire good
title free and clear of liens,  encumbrances and adverse claims. The undersigned
will, upon request, execute any additional documents,  necessary or desirable to
complete the transfer and exchange of the Teccan Common Shares.

The  undersigned,  as  holder  of  Exchangeable  Shares,  whether  of  record or
beneficial,  by virtue of having accepted the Offer,  acknowledges  becoming and
being a party to the Exchange and Voting Agreement, acknowledges and accepts the
Insolvency  Exchange Right, the Automatic  Exchange Rights and the Voting Rights
granted to the holders of Exchangeable Shares by IFCO. As consideration for


<PAGE>


                                     - 22 -

the  granting of such rights,  the  undersigned  hereby  grants to IFCO the Call
Rights  described in the  Exchange and Voting  Agreement  and  acknowledges  the
overriding  nature  thereof in connection  with the  retraction of  Exchangeable
Shares,  as the case may be, and accepts to be bound  thereby in favour of IFCO,
Inc in accordance with the terms and conditions of the  priviledges  attached to
the Exchangeable Shares.

The  undersigned  each agree to the  provisions  of the Exchange  Agreement  and
hereby irrevocably  appoint Pierre Barnard of the law firm De Grandpre Chaurette
Levesque  as his,  her or its  representative  and  attorney  to (i)  effect the
Exchange;  (ii) to endorse for transfer to Teccan the undersigned's  certificate
evidencing  the Tec Common Shares being  exchanged;  and (iii) to sign any other
document necessary or useful for the purpose of implementing the Exchange and in
accordance  with the Exchange and Voting  Agreement,  such power of attorney not
being invalidated by the death or the incapacity of the undersigned.


Dated:                                , 2000


--------------------------------------------




<PAGE>


                                     - 23 -

                                   EXHIBIT 5.0

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc.,    formerly    Internet    Food    Co,    3786137    Canada    Inc,    Tec
TechnologyEvaluation.com Corporation and Manitex Capital Inc.


                          IFCO'S SCHEDULE OF EXCEPTIONS




<PAGE>


                                     - 24 -

                                   EXHIBIT 5.5

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc.,    formerly    Internet    Food    Co,    3786137    Canada    Inc,    Tec
TechnologyEvaluation.com Corporation and Manitex Capital Inc.


                           IFCO'S FINANCIAL STATEMENTS





<PAGE>


                                     - 25 -


                                  EXHIBIT 7.2.6

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc, formerly Internet Food Co, 3786137 Canada Inc, Tec TechnologyEvaluation.com
Corporation and Manitex Capital Inc.


                            IFCO'S COUNSEL'S OPINION







Mr. Pierre Barnard
De Grandpre Chaurette Levesque
2000, McGill College
Suite 1600
Montreal (Quebec)
H3A 3H3

Manitex Capital Inc
1, Place Ville-Marie
Suite 2001
Montreal (Quebec)
H3B 4M4



Gentlemen:

We have acted as general counsel for Tece Inc. ("Tece") and, as such capacities,
we are pleased to render the following opinion.

1)       Tece has been duly incorporated, organized and is validly existing as a
         corporation  in good  standing  under the laws of its  jurisdiction  of
         incorporation,  with  corporate  power and authority to own,  lease and
         operate its property and assets, to conduct its business

2)       Tece has an authorized  capital  stock of  50,000,000  shares of common
         stock of which the only issued and  outstanding  shares are o shares of
         common stock, all of which have been duly authorized and validly issued
         and are fully paid and non-assessable,




<PAGE>


                                      - 2 -


3)       o shares of IFCO's common stock have been validly and legally  reserved
         for  issuance  to the  shareholders  of  3786137  Canada  Inc  upon the
         exchange of the Class A preferred  Shares of 3786137 Canada Inc held by
         them and upon suh  issuance  the said  shares of common  stock  will be
         issued as fully paid and non assessable;

4)       IFCO  is not in  violation  of its  constating  documents,  by-laws  or
         resolutions of its directors or shareholders

5)       There are no legal or governmental proceedings pending to which IFCO is
         a  party  and no  such  proceedings  are,  to  the  best  of  counsel's
         knowledge,  after having made all  inquiries and  verifications  deemed
         appropriate,  threatened  (implicitly or otherwise) or  contemplated by
         governmental authorities or any other parties.

6)       IFCO is not in  violation  of any  law,  ordinance,  administrative  or
         governmental  rule or regulation or court decree  applicable to it, nor
         is it in default of complying with any term or condition of, nor has it
         failed to obtain, any licence,  permit,  franchise or administrative or
         governmental  authorization  necessary to the ownership of its property
         or to the conduct of its business

7)       Except as a result of the Exchange Agreement,  there are no outstanding
         (a) securities or obligations of IFCO  convertible into or exchangeable
         for any shares of the capital stock of IFCO,  (b)  warrants,  rights or
         options to subscribe  for or purchase  from IFCO any such shares of the
         capital  stock  of IFCO or any  other  securities  of IFCO or any  such
         convertible  or  exchangeable   securities  or   obligations,   or  (c)
         obligations  for IFCO to issue,  purchase or redeem such shares,  other
         securities,   any  such  convertible  or  exchangeable   securities  or
         obligations, or any such warrants, rights, options or obligations.

8)       all relevant documents have been filed with the regulatory  authorities
         having jurisdiction and all steps necessary have been taken in order to
         permit the  issuance of the shares of IFCO to  shareholders  of 3786137
         Canada, as part of the Share Exchange;

9)       the  certificates  for the  Common  Stock of IFCO are in due and proper
         form under the laws governing  IFCO,  including  applicable  securities
         laws and the rules and regulations of the NASDN;

10)      no order preventing or suspending the trading of the securities of IFCO
         has been  issued  by a  securities  commission  or  similar  regulatory
         authority and counsel is unaware of any justification for such an order
         to be issued;

11)       The documents filed with the regulatry  authorities in connection with
          the  Share  Exchange   conform  to  the   requirements  of  applicable
          securities laws and all regulations thereunder;

12)      The following  persons are the only  directors and officers of IFCO and
         they have been  validly  appointed  or elected in  accordance  with the
         by-laws of IFCO:


<PAGE>


                                      - 3 -


13)      to the best of counsel's knowledge, after having made all inquiries and
         verifications  deemed  appropriate,  there are no material  contract or
         obligation to which IFCO was a party as of o, 2000 other than the Share
         Exchange.

14)      The Share Exchange and the  performance of the  transactions  described
         therein  does not breach  the laws of the State of Nevada,  the laws of
         the United States of America and the rules and regulations of the NASDN
         or of any  other  regulatory  authority  having  jurisdiction  over the
         affairs or the trading in the securities of IFCO;

15)      The shares of IFCO issued to the  shareholders  of 3786137 Canada under
         the Share Exchange will be free from any trading restrictions under the
         laws of the State of Nevada,  the laws of the United  States of America
         and the rules and regulations of the NASDN and of any other  regulatory
         authority  having  jurisdiction  over the affairs or the trading in the
         securities  of IFCO,  with the  exception  that such shares  constitute
         "Restricted  Securities" within the meaning of Regulation 144 under the
         Securities Act;






<PAGE>


                                     - 28 -


                                  EXHIBIT 7.2.8

to the Share Exchange Agreement Entered into as of October 10, 2000 between Tece
Inc, formerly Internet Food Co, 3786137 Canada Inc, Tec TechnologyEvaluation.com
Corporation and Manitex Capital Inc.


                    OFFICER'S CERTIFICATE OF IFCO TO MANITEX