PURCHASE AND SUBSCRIPTION AGREEMENT

         This Agreement made in duplicate this 17th day of September, 1998

B E T W E E N:

                        POWERTRADER, INC., a corporation
                   incorporated under the laws of the State of
                                Delaware, U.S.A.
                           (hereinafter called "PTI")
                                          OF THE FIRST PART

                                     - and -

                         458468 B.C. LTD., a corporation
                       incorporated under the laws of the
                        Province of British Columbia and
                             MICHAEL WITHROW of the
                     City of Port Coquitlam, in the Province
                               of British Columbia
                        (hereinafter called the "Vendor")
                                          OF THE SECOND PART

                                     - and-

                           POWERTRADER SOFTWARE INC.,
                    a corporation incorporated under the laws
                       of the Province of British Columbia
                              (hereinafter "PTSI")
                                          OF THE THIRD PART

                                     - and -

                          FINANCIAL MODELS COMPANY INC.
                  a corporation incorporated under the laws of
                             the Province of Ontario
                           (hereinafter called "FMC")
                                          OF THE FOURTH PART

                                    RECITALS

A.  Vendor is, or will be at Closing, directly or indirectly, the registered and
beneficial owner of 1,309,696 shares of the Common Stock;

B.  At Closing FMC is willing to purchase  and the Vendor is willing to sell its
respective  interest in the shares of Common  Stock on the terms and  conditions
contained in this Agreement;

C.  Concurrent  with the purchase of the shares of Common Stock from the Vendor,
FMC is willing to subscribe  for and  purchase,  and PTI is willing to issue and
sell, 14,000,000 shares of Common Stock on the terms and conditions contained in
this Agreement;

         For good and valuable consideration,  the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                 INTERPRETATION

1.1  Definitions. In this Agreement, the following terms shall have the meanings
set out below unless the context requires otherwise:

         (1)   "Affiliate"  means, with respect to any Person,  any other Person
               who directly or  indirectly  controls,  is  controlled  by, or is
               under direct or indirect  common control with,  such Person,  and
               includes any Person in like  relation to an  Affiliate.  A Person
               shall be deemed to  control  a Person if such  Person  possesses,
               directly  or  indirectly,  the  power  to  direct  or  cause  the
               direction of the management and policies of such Person,  whether
               through  the  ownership  of voting  securities,  by  contract  or
               otherwise;  and  the  term  "controlled"  shall  have  a  similar
               meaning.

         (2)   "Agreement" means this Agreement,  including the Exhibits and the
               Schedules  to this  Agreement,  as it or they may be  amended  or
               supplemented  from time to time,  and the  expressions  "hereof",
               "herein", "hereto", "hereunder", "hereby" and similar expressions
               refer to this  Agreement  and not to any  particular  Section  or
               other portion of this Agreement.


         (3)   "Applicable  Law" means,  with  respect to any Person,  property,
               transaction,  event or other  matter,  any  law,  rule,  statute,
               regulation, order, judgement, decree, treaty or other requirement
               having the force of law  (collectively,  the "Law")  relating  or
               applicable to such Person, property,  transaction, event or other
               matter.  Applicable Law also  includes,  where  appropriate,  any
               interpretation  of the Law (or any part  thereof)  by any  Person
               having  jurisdiction over it, or charged with its  administration
               or interpretation.

         (4)   "Assets" means all the properties,  assets,  interests and rights
               of PTI and PTSI including the following:

               (a)   all  rights  and  interests  of PTI and  PTSI to and in the
                     Leased  Premises and under the Premises  Leases,  including
                     prepaid  rents,  security  deposits and options to renew or
                     purchase, rights of first refusal under the Premises Leases
                     and all  leasehold  improvements  owned by PTI and PTSI and
                     forming part of the Leased  Premises;

               (b)   the inventories;

               (c)   the Receivables;

               (d)   all  rights  and   interest   under  or   pursuant  to  all
                     warranties,   representations   and  guarantees,   express,
                     implied or otherwise,  of or made by suppliers or others in
                     connection with the Assets;

               (e)   the Intellectual Property;

               (f)   the Contracts;

               (g)   the Licenses and Permits;

               (h)   the Books and Records;

               (i)   all  prepaid  charges,  sums and fees  paid by PTI and PTSI
                     before the Closing Time;

               (j)   all  goodwill  of  PTI  and  PTSI   including  the  present
                     telephone  numbers,  internet  domain  addresses  and other
                     communications  numbers and addresses of the  Corporations;

               (k)   all of the issued and outstanding  shares in the capital of
                     the subsidiaries; and

               (l)   all  proceeds  of any or all of the  foregoing  received or
                     receivable after the Closing Time.

         (5)   "Books and Records" means all books, records, files and papers of
               PTI and  PTSI  including  (to  the  extent  assignable)  computer
               programs  used by PTI and  PTSI in  connection  with  the  above,
               manuals  and data,  sales and  advertising  materials,  sales and
               purchases  correspondence,  trade association files, research and
               development  records,  lists of present and former  customers and
               suppliers,  personnel,  employment  and  other  records,  and the
               minute  and  share  certificate  books of PTI and  PTSI,  and all
               copies and recordings of the foregoing.

         (6)   "Business"  means the  business  carried on by PTI and PTSI which
               primarily  involves  the design,  development  and  provision  of
               software products,  internet services and related services to the
               financial services sector.

         (7)   "Business Day" means any day except  Saturday,  Sunday or any day
               on which banks are generally not open for business in the City of
               Toronto.

         (8)   "Canadian Dollar" means the lawful currency of Canada.

         (9)   "Claim" has the meaning given in Section 8.1.

         (10)  "Closing"  means the  completion  of the purchase and sale of the
               Shares in accordance with the provisions of this Agreement.

         (11)  "Closing  Date"  means the  Business  Day as soon as  practicable
               after  completion of all conditions and due diligence,  but in no
               event  later than  October  15,  1998  unless the  parties  shall
               otherwise agree.

         (12)  "Closing  Time"  means the time of  closing on the  Closing  Date
               provided for in Section 5.1.

         (13)  "Common Stock" means  14,000,000  authorized but unissued  common
               shares of PTI U.S.$0.01 par value per share.

         (14)  "Consents  and  Approvals"   means  all  consents  and  approvals
               required to be  obtained in  connection  with the  execution  and
               delivery of this Agreement and the completion of the transactions
               contemplated  by this  Agreement  or  required  to  carry  on the
               Business  after the Closing  Date as the  Business  is  currently
               carried on by PTI and PTSI.

         (15)  "Contracts" means all rights and interests of PTI and PTSI in all
               pending  and/or  executory  contracts,   agreements,  leases  and
               arrangements  to which any of PTI and PTSI is a party or by which
               either  of PTI or PTSI or any of the  Assets or the  Business  is
               bound or affected, as listed in section 7.1(14) and 7.1(15).

         (16)  "Corporations" is defined in Section 7.1(8).

         (18)  "Debenture" means the convertible debenture  substantially in the
               form of Exhibit A hereto.

         (19)  "Direct Claim" has the meaning given in Section 8.5.

         (20)  "Director"  means a director of PTI; and "Directors"  means every
               Director.

         (21)  "Employee"  means an  individual  who is or has been  employed by
               either PTI or PTSI; and "Employees" means every Employee.

         (22)  "Employee Plans" has the meaning given in Section 7.1(24).

         (23)  "Financial Statements" has the meaning given in Section 7.1(12).

         (24)  "GAAP" means those accounting  principles which are recognized as
               being  generally  accepted in the United States from time to time
               as set out in the handbook published by the American Institute of
               Certified Public Accountants, consistently applied.

         (25)  "Indemnified  Party"  means a Person whom the Vendors and PTI and
               PTSI or FMC,  as the case may be, has agreed to  indemnify  under
               Article  8.  "Indemnifying   Party"  means,  in  relation  to  an
               Indemnified Party, the Party to this Agreement that has agreed to
               indemnify that Indemnified Party under Article 8.

         (26)  "Intellectual  Property"  means all of PTI's and PTSI's rights to
               and interests in:

               (a)   all business and trade names,  corporate names, brand names
                     and slogans Related to the Business;

               (b)   all patents,  patent rights, patent applications (including
                     all  reissues,   divisions  continuations,   continuations-
                     in-part   and   extensions   of  any   patent   or   patent
                     application),   industrial  designs  and  applications  for
                     registration  or  industrial   designs  and  trade  secrets
                     Related to the Business;

               (c)   all copyrights and trade-marks  (whether used with software
                     or services and  including  the goodwill  attaching to such
                     trade-marks),    registrations    and    applications   for
                     trade-marks and copyrights Related to the Business; and

               (d)   all licenses of the  intellectual  property listed in items
                     (a) to (c) above.

         (27)  "Interim Period" means the period from the date of this Agreement
               to the date of Closing.

         (28)  "Knowledge" of any Person means in the case of an individual, the
               knowledge of that individual  after  reasonable  inquiry of those
               persons who ought  reasonably to have knowledge of the matter and
               in  the  case  of a  corporation,  the  knowledge  of  any of the
               officers  or  directors  of such  corporations  after  reasonable
               inquiry of those persons who ought  reasonably to have  knowledge
               of the matter.

         (29)  "Leased  Premises"  means  all real  property  that is  leased or
               occupied by PTI or PTSI under the Premises Leases.

         (30)  "Liabilities"  means  all  costs,   expenses,   charges,   debts,
               liabilities,  claims, demands and obligations, whether primary or
               secondary,  direct or indirect,  fixed,  contingent,  absolute or
               otherwise,  under  or in  respect  of  any  contract,  agreement,
               arrangement, lease commitment or undertaking,  Applicable Law and
               Taxes.

         (31)  "License Agreement" means the agreement providing FMC with use of
               the  source  code  for  DataMill  and  associated  documentation,
               substantially in the form of Exhibit B hereto.

         (32)  "Lien"  means  any  lien,  mortgage,  charge,  hypothec,  pledge,
               security  interest,  prior assignment,  option,  warrant,  lease,
               sublease,  right  to  possession,  encumbrance,  claim,  right or
               restriction  which  affects,  by way of a  conflicting  ownership
               interest or otherwise,  the right, title or interest in or to any
               particular property.

         (33)  "Material Adverse Change" means a change in the Business,  Assets
               or capital of PTI and PTSI which has had or is reasonably  likely
               to have a significant adverse effect on the value of the Shares.

         (34)  "Notices"  means the  notices  required to be given to any Person
               under  Applicable  Law or  pursuant  to  any  contract  or  other
               obligation  to which either of PTI or PTSI is a party or by which
               either of PTI or PTSI is bound or which is  applicable  to any of
               the Assets in connection  with the execution and delivery of this
               Agreement or the completion of the  transactions  contemplated by
               this  Agreement  or the  carrying  on of the  Business  after the
               Closing as the  Business is  currently  carried on by the PTI and
               PTSI.

         (36)  "Officer" means an officer of any of PTI, PTSI or 458468 BC Ltd.;
               and "Officers" means every Officer.

         (38)  "Party"  means a party to this  Agreement  and any reference to a
               Party  includes  its  successors  and  permitted   assigns;   and
               "Parties" means every Party.

         (39)  "Permitted  Liens" means the  mortgages,  charges and other liens
               listed in Schedule 1.1(39)

         (40)  "Person" is to be broadly interpreted and includes an individual,
               a  corporation,   a  partnership,   a  trust,  an  unincorporated
               organization,  the  government  of a  country  or  any  political
               subdivision  thereof  or any  agency  or  department  of any such
               government,  and the  executors,  administrators  or other  legal
               representatives of an individual in such capacity.

         (41)  "Preferred  Stock" means the  authorized  but unissued  shares of
               Preferred  Stock having those  rights and  privileges  as are set
               forth in Schedule 1.1(41).

         (42)  "Premises  Leases"  means all the  leases,  agreements  to lease,
               subleases,  licence  agreements and occupancy or other agreements
               relating to the Leased Premises.

         (43)  "Purchase Price" has the meaning given in Section 2.1.

         (44)  "Purchaser's Solicitors" means McCarthy, Tetrault.

         (45)  "Receivables"  means all accounts  receivable,  bills receivable,
               trade accounts,  book debts and insurance  claims of PTI and PTSI
               together with any unpaid  interest  accrued on such items and any
               security  or  collateral  for such items,  including  recoverable
               deposits, but excluding any amounts owing to or from Affiliates.

         (46)  "Regulation  S" means  Regulation S adopted by the United  States
               Securities and Exchange Commission under the Securities Act.

         (47)  "Related to the Business" means used in, arising from or relating
               in any manner to the Business.

         (48)  "SEC" means the United States Securities and Exchange Commission.

         (49)  "Securities  Act"  means  the U.S.  Securities  Act of  1933,  as
               amended.

         (50)  "Securities Laws" means,  collectively,  (i)  the Securities Act;
               (ii) the Securities  Exchange Act of 1934, as amended;  and (iii)
               Canadian provincial and federal securities laws.

         (51)  "Shares" means collectively, the Vendor's shares of Common Stock,
               the Common Stock to be issued by PTI in  accordance  with Section
               2.2 hereof,  and the Preferred Stock of PTI and "Share" means any
               such shares.

         (52)  "Software"  means all  rights  to and  interest  in the  computer
               application   programs,    associated    information   processing
               technology,  databases,  procedures  and data files,  comprising,
               without limitation,  PowerTrader Analyst,  PowerTrader Data Mill,
               PowerTrader Pro, Investors On-Line,  and the QuoteDesk,  provided
               by PTI and/or PTSI and all copyrights  therein,  and  technology,
               computer programs and other computer software  (including systems
               and  applications),  source  code,  object code,  algorithms  and
               architecture related thereto.

         (53)  "Subscription Price" has the meaning given in Section 2.2.

         (53)  "Taxes"  (individually,  "Tax") means all taxes,  charges,  fees,
               levies,  imposts,  and other  assessments,  including all income,
               sales,  use, goods and services,  value added,  capital,  capital
               gains, alternative,  net worth, transfer,  profits,  withholding,
               payroll,  employer health, excise,  franchise,  real property and
               personal  property  taxes,  and any other taxes,  custom  duties,
               fees,  assessments  or  similar  charges  in the  nature of a tax
               including  Canada  Pension  Plan  and  provincial   pension  plan
               contributions,   unemployment  insurance  payments  and  workers'
               compensation premiums, together with any instalments with respect
               thereto,  and any interest,  fines and  penalties  imposed by any
               governmental authority,  (including federal,  state,  provincial,
               municipal  and  foreign  governmental  authorities),  and whether
               disputed or not.

         (54)  "Third Party Claim" has the meaning given in Section 8.5.

         (55)  "United   States"  means  the  United  States  of  America,   its
               territories and  possessions,  any State of the United States and
               the District of Columbia.

         (56)  "U.S.  Person"  means a U.S.  Person as that term is  defined  in
               Regulation S under the Securities Act.

         (57)  "Vendor" means 458468 B.C. Ltd.

         (58)  "Vendor's  Shares"  means the  1,309,696  shares of Common  Stock
               owned by 458468 B.C. Ltd.

         (59)  "Vendor's  Solicitors" means Gallop,  Johnson & Neuman,  L.C. for
               PTI and the Vendor  and Kerr,  Redekop,  Leinburd  & Boswell  for
               PTSI.

1.2 Headings and Table of Contents. The division of this Agreement into Articles
and  Sections,  the  insertion  of headings,  and the  provision of any table of
contents  are for  convenience  of  reference  only and  shall  not  affect  the
construction or interpretation of this Agreement.

1.3 Number and Gender.  Unless the context requires  otherwise,  words importing
the  singular  include  the  plural and vice  versa and words  importing  gender
include all genders.

1.4  Business  Days.  If any payment is  required to be made or other  action is
required to be taken pursuant to this Agreement on a day which is not a Business
Day,  then such  payment or action  shall be made or taken on the next  Business
Day.

1.5 Currency and Payment Obligations.  Except as otherwise expressly provided in
this Agreement:

         (1)   all dollar  amounts  referred to in this  Agreement are stated in
               Canadian Dollars; and

         (2)   any payment contemplated by this Agreement shall be made by cash,
               certified  cheque or any other method that  provides  immediately
               available funds.

1.6 Statute  References.  Any reference in this  Agreement to any statute or any
section thereof shall,  unless  otherwise  expressly  stated,  be deemed to be a
reference to such  statute or section as amended,  restated or  re-enacted  from
time to time.

1.7 Section and  Schedule  References.  Unless the context  requires  otherwise,
references in this Agreement to Sections, Exhibits or Schedules are to Sections,
Exhibits or Schedules  of this  Agreement.  The  Exhibits and  Schedules to this
Agreement are as follows:

       EXHIBITS
       --------

           A.        Convertible Debenture
           B.        Licence Agreement


        SCHEDULES
        ---------
         1.1(39)     Permitted Liens
         1.1(41)     Preferred Stock
         7.1(2)      Authorized Capital
         7.1(6)      Ownership of Shares
         7.1(8)      Organization of Corporations
         7.1(12)     Financial Statements
         7.1(13)     Assets
         7.1(14)     Leased Premises
         7.1(15)     Material Contracts
         7.1(17)     Intellectual Property and Software
         7.1(20)     Consents and Approvals
         7.1(22)     Litigation
         7.1(23)     Employment Contracts
         7.1(24)     Employees Plans
         7.1(25)     Suppliers
         7.1(26)     Product Warranties
         7.1(27)     Affiliated Transactions
         7.1(28)     Intercompany Services
         7.1(29)     Filings
         7.1(31)     Tax Paid


<PAGE>

                                    ARTICLE 2

                               PURCHASE OF SHARES

2.1 Agreement to Purchase Vendor's Shares.  At the Closing Time,  subject to the
terms and conditions of this Agreement,  458468 B.C. Ltd. shall sell to FMC, and
FMC shall purchase from the Vendor,  1,309,696 shares of Common Stock at a price
of  US$0.01  per  Common  Shares  for  aggregate   proceeds  to  the  Vendor  of
US$13,096.96 (the "Purchase Price"):


2.2 Agreement to Purchase and Issue Shares. At the Closing Time,  subject to the
terms and conditions of this Agreement, FMC agrees to subscribe for and purchase
from  PTI,  and PTI  agrees  to issue  and  sell to FMC,  14,000,000  shares  of
authorized  but  unissued  Common  Stock at a price of  US$0.01  per  share  for
aggregate proceeds of US$140,000. (the "Subscription Price").

2.3 Amount of Purchase Price and  Subscription  Price. The total of the Purchase
Price  and  the   Subscription   Price  payable  by  FMC  for  Shares  shall  be
US$153,096.96. (the "Total Purchase Price").

2.3.1 Deposit on Purchase Price and Subscription Price. FMC, upon execution of a
letter of intent,  dated 27th  August,  1998,  deposited  with PTI and 458468 BC
Ltd.,  US$10,000 each for the benefit of PTI and the Vendor,  respectively.  FMC
agrees  the  deposit in favour of the Vendor  shall be  non-refundable,  payable
immediately  upon execution of the aforesaid letter of intent and applied by the
Vendors to the  Purchase  Price at Closing  Time.  The  deposit in favour of PTI
shall be applied  to the  Subscription  Price at Closing  Time or, in any event,
paid to PTI on 11th  September,  1998;  provided,  however,  that the deposit in
favour of PTI shall be refunded to FMC in the event that:

         (1)   PTI unreasonably  fails to complete the transaction  contemplated
               by this Agreement; or

         (2)   Any of the  following  matters are  reasonably  established  as a
               result of due diligence by FMC, to its sole  satisfaction,  to be
               materially inaccurate on or before Closing:

               (a)   PTI and PTSI have developed a set of software  products for
                     use by securities  professionals  and private  investors to
                     manage,   process  and  analyse  transactions  and  related
                     information  via the  Internet.  In addition,  PTI and PTSI
                     have developed certain  complementary  data acquisition and
                     trading  software for the  investment  industry.  As of the
                     27th August,  1998 and as of the Closing Time, the Software
                     is in good  working  condition,  free of material  defects,
                     time bombs,  viruses,  trap doors and hidden  access codes,
                     and when operated on suitable computer equipment  functions
                     properly and consistently with the documentation thereof.

               (b)   The  documentation and  specifications  associated with the
                     above Software are of sufficient clarity and quality,  such
                     that a software  developer  of  reasonable  competence  and
                     ability  can,  upon the  expenditure  of no more than three
                     months of  effort,  implement  and cause  the  Software  to
                     operate    successfully   in   an   appropriate    computer
                     environment.

               (c)   There are no known legal actions or other legal proceedings
                     that have been instituted or are pending against either PTI
                     or PTSI,  except for a  commercial  contract  dispute  with
                     Digidyne  which  dispute  does not  affect  in any PTI's or
                     PTSI's rights to and in the Software.

               (d)   FMC  is  satisfied  as  to  any  other   matters  which  it
                     reasonably  determines  are relevant in the context of this
                     transaction.

2.4 Payment of Purchase  Price and  Subscription  Price.  The Purchase Price and
Subscription  Price,  after credit for the relevant Deposits provided for above,
shall be paid and  satisfied  by FMC by  certified  cheque,  bank  draft or wire
transfer at the Closing Time.

                                    ARTICLE 3
                                  QUALIFICATION

3.1 PTI  shall,  on or  before  the  Closing  Time,  take or cause to be  taken,
including  the passing of  requisite  resolutions  of the  directors of PTI, all
actions to provide for the issuance of the 14,000,000 shares of Common Stock and
to designate the terms and conditions attaching to the Preferred Stock by filing
a  certificate  pursuant  to the  applicable  law of the State of  Delaware,  to
establish  the number of Preferred  Shares to be included in any series,  and to
fix the designation,  powers, preferences and rights of the Preferred Shares and
the  qualifications,  limitations  or  restrictions  thereof in accordance  with
Schedule 1.1(41) hereof. In addition,  PTI shall, on or before the Closing Time,
take or cause to be taken, including the passing of requisite resolutions of the
directors of PTI,  all actions to provide for the  issuance of the  Debenture in
favour of FMC at such time or times as FMC may  determine  to loan funds to PTI,
on terms  generally in accordance  with those  contained in the draft  debenture
attached hereto as Exhibit B.

3.2 All actions  required to be taken by or on behalf of PTI so as to permit FMC
to  purchase  the  authorized  but  unissued  14,000,000  Common  Shares and the
Vendor's  Shares  pursuant to regulatory  exemptions  pursuant to the Securities
Laws shall have occurred on or prior to the Closing Time.

                                    ARTICLE 4
                                  DUE DILIGENCE

4.1 The Vendor, PTI and PTSI shall allow and assist FMC and its  representatives
to  conduct  all  due  diligence  investigations  of,  without  limitation,  the
business,  the corporate  records,  the shareholder  lists,  products,  customer
lists,  environmental  condition,  results of  operation,  financial  condition,
assets, liabilities, obligations and business prospects which FMC may reasonably
require on or before Closing.

                                    ARTICLE 5
                              CLOSING ARRANGEMENTS

5.1 Closing.  The Closing  shall take place at 10:00 a.m. on the Closing Date at
the offices of the Purchaser's Solicitors,  or at such other time on the Closing
Date or such other  place as may be agreed  orally or in writing by the  Vendor,
PTI, and FMC.

5.2 Vendors' Closing  Deliveries.  At the Closing,  each of the Vendor,  PTI and
PTSI shall deliver or cause to be delivered to FMC the following  documents,  as
applicable:

         (1)   the certificate or certificates representing the Common Stock;

         (3)   a transfer of the Vendor's  Shares in a form to be agreed upon by
               the Parties, acting reasonably, duly executed by the Vendor;

         (4)   a bring-down  certificate of PTI, PTSI  and 458468 B.C. Ltd. in a
               form to be agreed upon by the Parties, acting reasonably;

         (5)   a corporate certificate of the Secretary or other officer of each
               of PTI,  PTSI and 458468 B.C. Ltd. in a form to be agreed upon by
               the Parties, acting reasonably;

         (6)   evidence in form satisfactory to FMC, acting reasonably, that the
               Consents and Approvals required to be obtained by the 458468 B.C.
               Ltd. or PTI and PTSI have been obtained;

         (7)   an opinion of the Vendors' Solicitors  addressed to FMC in a form
               to be agreed upon by the Parties, acting reasonably;

         (8)   the License Agreement, duly executed by PTI; and

         (9)   all such other assurances,  consents,  agreements,  documents and
               instruments as may be reasonably  required by FMC to complete the
               transactions provided for in this Agreement.

5.3 FMC's Closing Deliveries.  At the Closing,  FMC shall deliver or cause to be
delivered  to the  Vendors  and PTI  and  PTSI,  as  applicable,  the  following
documents and payments:

         (1)   a bring-down certificate of the President or other senior officer
               of FMC dated as of the  Closing  Date in a form to be agreed upon
               by the Parties, acting reasonably;

         (2)   a corporate  certificate of the Secretary or other officer of FMC
               in a form to be agreed upon by the Parties, acting reasonably;

         (3)   the payments referred to in Section 2.2;

         (4)   evidence in form satisfactory to the Vendors,  acting reasonably,
               that the  Consents and  Approvals  required to be obtained by FMC
               have been obtained;

         (5)   an opinion of the Purchaser's Solicitors addressed to the Vendors
               in a form to be agreed upon by the Parties, acting reasonably;

         (6)   all such other assurances,  consents,  agreements,  documents and
               instruments  as may  reasonably  be  required  by the  Vendors to
               complete the transactions provided for in this Agreement.

                                    ARTICLE 6
                              CONDITIONS OF CLOSING

6.1 FMC's Conditions. FMC shall not be obliged to complete the purchase and sale
of the Vendor's Shares or the subscription for the Common Stock pursuant to this
Agreement  unless,  at or  before  the  Closing  Time,  each  of  the  following
conditions has been satisfied, it being understood that the following conditions
are included for the exclusive  benefit of FMC and may be waived, in whole or in
part, only in writing by FMC at any time; and the Vendor,  Michael Withrow,  PTI
and PTSI agree with FMC to take all such actions,  steps and  proceedings as are
reasonably within their control as may be necessary to ensure that the following
conditions are fulfilled at or before the Closing Time:

         (1)   Representations   and   Warranties.   The   representations   and
               warranties  of the Vendor  PTI and PTSI in  Section  7.1 shall be
               true and correct at the Closing in all material respects.

         (2)   Vendor's/Corporations'    Compliance.    The   Vendor   and   the
               Corporations  shall have  materially  performed and complied with
               all of the terms and  conditions in this  Agreement on their part
               to be performed or complied  with at or before  Closing and shall
               have  furnished  or  caused to have  been  furnished  to FMC such
               certificates,   affidavits  or  statutory   declarations  of  the
               Corporations  and of the Vendor or of officers of the Corporation
               and of the Vendor as FMC or FMC's  counsel may  reasonably  think
               necessary in order to  establish  that the terms,  covenants  and
               conditions  contained in this Agreement to have been performed or
               complied with by the Vendor or by the  Corporations,  as the case
               may be, at or prior to the time of  Closing  have been  performed
               and complied with and that the  representations and warranties of
               the Vendor and the Corporations herein given are true and correct
               at the Closing.

         (3)   Material Adverse Change.  During the Interim Period,  there shall
               have been no Material Adverse Change.

         (4)   No Litigation.  There shall be no litigation or proceedings other
               than as herein disclosed:

               (a)   pending or threatened against any of the Parties or against
                     any  of  their  respective   Affiliates  or  any  of  their
                     respective  directors  or  officers,  for  the  purpose  of
                     enjoining,  preventing or restraining the completion of the
                     transactions contemplated by this Agreement; or

               (b)   pending or threatened against any of the Parties or against
                     any  of  their  respective   Affiliates  or  any  of  their
                     respective directors or officers which:

                     (i)   in the result,  could  adversely  affect the right of
                           FMC to acquire or retain the Shares; or

                     (ii)  in the  reasonable  judgment  of  FMC,  would  have a
                           substantial and adverse impact on the Business.

         (5)   Directors  and  Officers.  All  directors  and  officers  of  the
               Corporations specified by FMC shall resign as at the Closing Time
               and  such  nominees  as FMC may  specify  shall be  appointed  as
               directors and officers as at the Closing Time.  All directors and
               officers  of the  Corporations  shall,  upon  their  resignation,
               release the Corporations from any and all possible claims against
               the Corporations  (other than for  indemnification  under Article
               VIII  of  the  Bylaws  and  for  any  indebtedness  owed  by  the
               Corporations  to such  person)  arising  from any act,  matter or
               thing arising at or prior to the Closing Date.

         (6)   Transfer of  Shares/Designation of Preferred Stock. All necessary
               steps and  proceedings  shall have been taken by 458468 B.C. Ltd.
               to permit  the  1,309,696  shares of Common  Stock to be duly and
               regularly  transferred  to and registered in the name of FMC. All
               necessary steps and  proceedings  shall have been taken by PTI to
               (i) permit the issuance of the  14,000,000  authorized  shares of
               Common  Stock to be  registered  in the name of FMC,  and (ii) to
               establish the designation,  powers, preferences and rights of the
               Preferred   Stock   and  the   qualifications,   limitations   or
               restrictions thereof as set forth in Schedule 1.1(41).

         (7)   Consents and Approvals.  All the Consents and Approvals have been
               obtained, including Consents and Approvals:

               (a)   in connection with any shareholders  agreement,  indenture,
                     lease, deed of trust,  mortgage,  loan agreement,  or other
                     material agreements Related to the Business; and

               (b)   in  connection  with any credit  agreement  and any related
                     security  agreements  entered  into  by  the  Vendors,  the
                     Corporations or their Affiliates; and

               (c)   in  connection  with the  issuance to FMC of a Debenture to
                     secure  monies  to be  advanced  by FMC to  PTI  after  the
                     Closing.

         (8)   License  Agreement.  FMC and PTI  shall  have  entered  into  the
               Licence Agreement.

         (9)   Obligations of 458468 B.C. Ltd. At Closing 458468 B.C. Ltd. shall
               have executed a Consultant  Agreement  with PTSI for the services
               of Withrow  and shall have  cancelled  all prior such  agreements
               with PTSI and shall have acknowledged the surrender and expiry of
               350,000 options to purchase shares of Common Stock of PTI.

         (10)  Form  and  Legality.   The  form  and  legality  of  all  matters
               incidental  to the sale by the Vendors and the  Corporations  and
               the  purchase  by FMC of  the  Shares  shall  be  subject  to the
               approval of FMC's Solicitors.

6.2  Condition  not  Fulfilled.  If any  condition  in Section  6.1 has not been
fulfilled in all material respects at or before the Closing Time, and unless the
Parties  have  agreed to extend  the  Closing  Date,  then FMC may,  in its sole
discretion,  without limiting any rights or remedies  available to FMC at law or
in equity, either:

         (1)   terminate  this Agreement by notice to the Vendor PTI and PTSI in
               which event FMC shall be released from its obligations under this
               Agreement to complete the purchase of the Shares; or

         (2)   waive compliance with any such condition without prejudice to its
               right of termination in the event of  non-fulfilment of any other
               condition.

6.3  Vendor's/Corporations'  Conditions.  The  Vendor  PTI and PTSI shall not be
obligated to complete the transactions contemplated by this Agreement unless, at
or before the Closing Time, each of the following conditions has been satisfied,
it being understood that the following conditions are included for the exclusive
benefit of the Vendor PTI and PTSI, and may be waived, in whole or in part, only
in  writing by the  Vendor  PTI and PTSI at any time;  and FMC  agrees  with the
Vendor  PTI and PTSI to take all such  actions,  steps  and  proceedings  as are
reasonably  with FMC's  control as may be necessary to ensure that the following
conditions are fulfilled at or before the Closing Time:

         (1)   Representations   and   Warranties.   The   representations   and
               warranties of FMC in Section 7.2 shall be true and correct at the
               Closing in all material respects.

         (2)   FMC's  Compliance.   FMC  shall  have  materially  performed  and
               complied with all of the terms and  conditions in this  Agreement
               on its part to be  performed  or  complied  with at or before the
               Closing  Time and  shall  have  furnished  or caused to have been
               furnished  to  the  Vendor,   PTI  and  PTSI  such  certificates,
               affidavits or statutory declarations of FMC or of officers of FMC
               as the  Vendor,  PTI and PTSI or  their  respective  counsel  may
               reasonably  think necessary in order to establish that the terms,
               covenants and conditions contained in this Agreement to have been
               performed  or  complied  with by FMC at or  prior  to the time of
               Closing  have  been  performed  and  complied  with  and that the
               representations  and  warranties of FMC herein given are true and
               correct at Closing.

         (3)   Consents and  Approvals.  All of the Consents and Approvals to be
               obtained by FMC shall have been obtained.

6.4 Condition not Fulfilled. If any condition in Section 6.3 shall not have been
fulfilled at or before the Closing  Time,  and unless the Parties have agreed to
extend the Closing Date, and without  limiting any rights or remedies  available
to the Vendor or PTI and PTSI at law or in equity, then:

         (1)   any of the Vendors or PTI and PTSI may, in their sole discretion,
               terminate  this Agreement by notice to FMC, in which event all of
               the  Vendors  and  PTI  and  PTSI  shall  be  released  from  all
               obligations under this Agreement; or

         (2)   all  of  the  Vendors  and  PTI  and  PTSI  may,  in  their  sole
               discretion,  waive  compliance  with any such  condition  without
               prejudice to any right of termination  they may have in the event
               of non-fulfillment of any other condition.

                                    ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

7.1  Representations  and Warranties of the Vendors and the  Corporations.  As a
material  inducement to FMC's  entering into this  Agreement and  completing the
transactions  contemplated  by this  Agreement,  and  acknowledging  that FMC is
entering into this Agreement in reliance upon the representations and warranties
set out in this  Section  7.1,  the  Vendors,  Michael  Withrow and PTI and PTSI
jointly and severally represent and warrant to FMC as follows:

         (1)   Incorporation  and  Authorization.  Each of PTI,  PTSI and 458468
               B.C. Ltd. is a corporation  duly  incorporated  under the laws of
               the  jurisdiction  of its  organization  and is  duly  organized,
               validly subsisting and in good standing under such laws, and each
               has all  necessary  corporate  power,  authority  and capacity to
               enter  into  this   Agreement  and  all  other   agreements   and
               instruments  to be  executed  by  them  as  contemplated  by this
               Agreement and carry out their  obligations  under this  Agreement
               and such other  agreements and  instruments.  Each of the Vendors
               and  Corporations  has all  necessary  capacity and  authority to
               execute  this   Agreement   and  to  perform   their   respective
               obligations  hereunder.   The  execution  and  delivery  of  this
               Agreement  and such  other  agreements  and  instruments  and the
               completion of the transactions contemplated by this Agreement and
               such other  agreements and instruments  have been duly authorized
               by all  necessary  corporate  action on the part of PTI, PTSI and
               458468 B.C. Ltd.

         (2)   Authorized  Capital.  As of the date hereof,  the only authorized
               and issued and outstanding  shares in the capital of PTI and PTSI
               are set out in Schedule  7.1(2).  Except as set forth in Schedule
               7.1(2), there are outstanding no other shares,  warrants,  rights
               or  securities   convertible   into  shares  or  other   evidence
               whatsoever  of an interest in the  Corporations  and no shares of
               the   Corporations   are  under   option  or  are  agreed  to  be
               conditionally or unconditionally  issued, except pursuant to this
               Agreement.  As at  the  Closing  Date,  the  rights,  privileges,
               restrictions  and conditions  attached to the shares of Preferred
               Stock as are set out in  Schedule  1.1(41)  and of the  shares of
               Common Stock outstanding are as set out in Schedule 7.1(2).

         (3)   Dividends.  No  dividends  have  been  declared  or paid on or in
               respect  of the Shares  and no other  distribution  on any of its
               securities or shares has been made by either of the  Corporations
               since June 30, 1998.

         (4)   Enforceability of Obligations. This Agreement constitutes a valid
               and  binding  obligation  of the  Vendors  and  the  Corporations
               enforceable  against each of the Vendors and the  Corporations in
               accordance with its terms,  subject,  however,  to limitations on
               enforcement imposed by bankruptcy, insolvency,  reorganization or
               other laws  affecting the  enforcement of the rights of creditors
               and others  and to the extent  that  equitable  remedies  such as
               specific  performance  and  injunctions are only available in the
               discretion  of the court from which they are  sought.  Neither of
               the  Vendors is an  insolvent  person  within the  meaning of the
               Bankruptcy and  Insolvency  Act (Canada) and the U.S.  Bankruptcy
               Code and will not become an  insolvent  person as a result of the
               Closing.

         (5)   Residence of Vendors.  The Vendor is not a non-resident of Canada
               for purposes of Section 116 of the Income Tax Act (Canada).

         (6)   Ownership  of Common  Shares.  458468  B.C.  Ltd.  will be at the
               Closing Time the registered  and beneficial  holder of the number
               of shares of Common Stock  specified in Section 2.1 with good and
               marketable title thereto,  free and clear of all Liens and at the
               Closing shall transfer to FMC good and valid title to such Common
               Stock,  and such  shares are all of the  issued  and  outstanding
               shares of Common Stock owned  beneficially by 458468 B.C. Ltd. in
               PTI, save and except for a further  65,000 shares of Common Stock
               to be retained by 458468 B.C. Ltd.  Except as set out in Schedule
               7.1(6), no Person other than FMC has any agreement, option, right
               or privilege  capable of becoming an  agreement  for the purchase
               from 458468 B.C. Ltd. of any of the Common Stock.

         (7)   Issuance of Shares to FMC.  The Common Stock issued at Closing by
               PTI to FMC will be validly  authorized and issued,  fully paid up
               and non-assessable.

         (8)   Organization of the Corporations.

               (a)   The information  set out in Schedule 7.1(8)  concerning the
                     name and jurisdiction of  incorporation,  and the directors
                     and  officers  of each of PTI, PTSI  and 458468  B.C.  Ltd.
                     (the "Corporations" or the "Corporation", as applicable) is
                     true and complete.

               (b)   PTI owns all of the issued and  outstanding  shares of PTSI
                     and New Financial Publishing L.L.C.;

               (c)   The Corporations  are  incorporated and validly  subsisting
                     under the laws of their jurisdiction of incorporation.

               (d)   Each  Corporation  is licensed or  qualified to do business
                     under the laws of the  jurisdictions  specified in Schedule
                     7.1(8) and neither the  character  nor the  location of the
                     properties  owned by any  Corporation nor the nature of the
                     business    conducted   by   it   requires   licensing   or
                     qualification  under  the laws of any  other  jurisdiction.
                     Each  Corporation  has full corporate power to carry on its
                     business and to own and operate its assets,  properties and
                     business as now carried on and owned and  operated.  Except
                     as set  forth in  Schedule  7.1(2),  there  are no  rights,
                     subscriptions, warrants, options, conversion rights, calls,
                     commitments or plans or agreements of any kind  outstanding
                     which  would  enable any Person to  purchase  or  otherwise
                     acquire any shares or other  securities of any  Corporation
                     including,  without limitation,  any securities convertible
                     into or  exchangeable  or  exercisable  for shares or other
                     securities of any Corporation.

         (9)   Corporate Records.  The minute book of each of PTI and PTSI, save
               as noted in Schedule  7.1(9) hereto,  contains true,  correct and
               complete copies,  in all material aspects,  of its articles,  its
               by-laws,  the minutes of every  meeting of its board of directors
               and every  committee  thereof and of its  shareholders  and every
               written  resolution of its directors and shareholders.  The share
               register of  shareholders,  register of transfers and register of
               directors  and  officers of each  Corporation  are  complete  and
               accurate in all material  respects.  In those  matters  where any
               minute  book   aforesaid   requires  the   execution  of  further
               documents,  Michael Withrow undertakes and agrees to provide such
               assistance  as is  reasonably  requested  by FMC in order to make
               such minute book true, correct and complete.

         (10)  Bankruptcy. Neither PTI nor PTSI has made an assignment in favour
               of its creditors nor a proposal in bankruptcy to its creditors or
               any class  thereof nor had any  petition  for a  receiving  order
               presented  in  respect  of  it.  No  Corporation   has  initiated
               proceedings  with respect to a compromise or arrangement with its
               creditors or for its winding up,  liquidation or dissolution.  No
               receiver has been appointed in respect of any  Corporation or any
               of the Assets and no  execution  or distress has been levied upon
               any of the Assets.

         (11)  SEC Reports and Financial Statements. PTI has filed with the SEC,
               and has  heretofore  made  available  to FMC,  true and  complete
               copies of, all forms,  reports,  schedules,  statements and other
               documents  required to be filed by it since August 22, 1996 under
               the  Securities  Laws,  excluding  Form-10KSB for the fiscal year
               ended June 30, 1998, ( collectively, the "PTI SEC Documents"). As
               of their respective  dates or, if amended,  as of the date of the
               last such  amendment,  the PTI SEC Documents,  including  without
               limitation,   any  financial  statements  or  schedules  included
               therein (a) did not contain  any untrue  statement  of a material
               fact or omit to  state a  material  fact  required  to be  stated
               therein or necessary in order to make the statements  therein, in
               light of the  circumstances  under  which  they  were  made,  not
               misleading  and (b)  complied in all material  respects  with the
               applicable   requirements   of  the  Securities   Laws,  and  the
               applicable  rules and regulations of the SEC thereunder.  None of
               PTI's  subsidiaries  is  required  to file any forms,  reports or
               other documents with the SEC.

         (12)  Financial  Statements.  The Corporations  have furnished FMC with
               the annual audited  consolidated  financial statements of PTI for
               the fiscal  year ended June 30,  1997,  together  with  unaudited
               consolidated  financial statements for the periods ended June 30,
               1998 and August 31, 1998 (the "Financial  Statements"),  true and
               complete  copies of which are  annexed as Schedule  7.1(12).  The
               balance  sheets  contained in such Financial  Statements  present
               fairly, in all material  respects,  the financial position of the
               Corporations as of their  respective dates and the results of its
               operations  for the periods  indicated,  in accordance  with U.S.
               GAAP consistently applied.

         (13)  Title to Assets.  The Corporations have good and marketable title
               to all the  Assets,  free and clear of any and all Liens,  except
               for  Permitted  Liens.  The Assets are  sufficient  to permit the
               continued  operation  of the Business in  substantially  the same
               manner  as  conducted  on the  date of this  Agreement.  Schedule
               7.1(13) sets out a complete and  accurate  list of all  locations
               where the Assets are situate.  There is no  agreement,  option or
               other right or privilege  outstanding in favour of any Person for
               the purchase from the  Corporations  of the Business or of any of
               the Assets out of the ordinary  course of business  except as set
               forth in Section 7.1(13).

         (14)  Leased  Premises.  Schedule 7.1(14) lists all the Premises Leases
               and describes  accurately the lease agreements  relating thereto.
               FMC  has  received  a  true  and  complete  copy  of  such  lease
               agreements.  Each  Premises  Lease is in full  force and  effect,
               unamended by oral or written agreement,  and the Corporations are
               entitled to the full benefit and advantage of such Premises Lease
               in  accordance  with the  terms  thereof.  Except as set forth in
               Schedule  7.1(14)  each  Premises  Lease is in good  standing and
               there  has  not  been  any   material   default  by  any  of  the
               Corporations,  and to the Knowledge of the  Corporations,  by any
               other  party  thereto  under  any  Premises  Lease  nor  are  the
               Corporations   aware  of  any   material   dispute   between  any
               Corporation  and any landlord  under any of the Premises  Leases.
               None of the Premises Leases has been assigned by a Corporation in
               favour of any  Person.  The current  uses of the Leased  Premises
               comply with Applicable Law.

         (15)  Contracts.  Schedule  7.1(15)  lists  all the  Contracts  and the
               status of each of such Contracts, other than the Premises Leases,
               and the  Corporations  have provided true and complete  copies of
               same  to  FMC.  Except  as  set  forth  in  Schedule  7.1(15)  no
               Corporation  is in material  default under any Contract and there
               has not  occurred  any  event  which,  with the  lapse of time or
               giving of notice or both,  would  constitute a default  under any
               Contract  by  an   Corporation   or  to  the   Knowledge  of  the
               Corporations,  any  other  party to the  Contract.  Except as set
               forth in  Schedule  7.1(15)  each  Contract  is in full force and
               effect,   unamended  by  written  or  oral  agreement,   and  the
               Corporation is entitled to the full benefit and advantage of each
               Contract  in  accordance  with  its  terms.  No  Corporation  has
               received any notice of a default by the  Corporation or a dispute
               between  the  Corporation  and any other  party in respect of any
               Contract.  Neither  Corporation  is a party  to or  bound  by any
               contract  or  commitment  to  pay  any  royalty,  licence  fee or
               management fee, save as disclosed in Schedule 7.1(15).

         (16)  Receivables. The Receivables are valid obligations which arose in
               the  ordinary  course of  business  and to the  Knowledge  of the
               Corporations   will  be  collected  in  the  ordinary  course  of
               business,  in the aggregate,  at their full face value subject to
               the  usual  reservation  for  bad  debts,  which  reservation  is
               adequate for all reasonably foreseeable events.

         (17)  Intellectual Property and Software.

               (a)   Schedule  7.1(17)  lists  all  of  the   registrations  and
                     applications for registration of any material  Intellectual
                     Property  and  Software.   All  of  the  registrations  and
                     applications for registration of any material  Intellectual
                     Property are valid and  subsisting in good standing and are
                     recorded in the name of the Corporations.

               (b)   Except   as  set   forth  in   Schedule   7.1(17)(b),   the
                     Corporations have the exclusive right to use, sell, license
                     and  dispose  of, and have the right to bring  actions  for
                     infringement  of any  material  Intellectual  Property  and
                     Software.

               (c)   The Corporations are the sole owners,  except as set out in
                     Schedule  7.1(17),  of the  Intellectual  Property  and the
                     Software  free of any and all  claims  of  interest  by any
                     third  party,   and  are  entitled  to  the  exclusive  and
                     uninterrupted use of the Intellectual Property and Software
                     without payment of any royalty or other fees.

               (d)   The  Corporations  have  made  every  reasonable  effort to
                     protect  their legal rights to the use of the  Intellectual
                     Property and the Software.  Subject to the licenses granted
                     by the Corporations,  no other Person has any right,  title
                     or interest in any of the Software.  Except as described in
                     Schedule  7.1(17),  and  except as  provided  in a Software
                     Security  Agreement between PTI and West Coast Title Search
                     Ltd. of November,  1997, all copies of any software forming
                     a part of the Software have been  disclosed or  distributed
                     solely in Object Code form and subject to  agreements  with
                     appropriate copyright and confidentiality  restrictions and
                     limitations  of liability.  Except as described in Schedule
                     7.1(17),  the Source Code for any of the  Software  has not
                     been  delivered  to  any  Person  by or on  behalf  of  the
                     Corporations.

               (e)   Schedule 7.1(17 ) lists all current  litigation,  including
                     all  pending  or to  the  Knowledge  of  the  Corporations,
                     threatened  actions,  suits  or  claims,  relating  to  the
                     Intellectual Property and/or the Software.

               (e)   Except as listed in Schedule  7.1(17),  all  employees  and
                     independent  contractors  of  each  Corporation  and  other
                     Persons involved in the development of the Software and the
                     trade secrets included in the  Intellectual  property since
                     May 2, 1997 have  entered  into  non-disclosure  agreements
                     pursuant  to  which  they  have  agreed  to  maintain   the
                     confidentiality  of the Software and of such trade  secrets
                     included in the  Intellectual  Property,  have assigned all
                     rights they may have in such  Software and trade secrets to
                     the Corporations and no shareholder,  officer,  director or
                     employee of the Corporations,  or any other Person, has any
                     right,  title or  interest  in any of the  Software  or the
                     Intellectual Property.

               (f)   To  the  Knowledge  of  the  Corporations,  no  Person  has
                     infringed or  misappropriated  the Corporations'  rights to
                     the Intellectual Property.

               (g)   To  the  Knowledge  of  the   Corporations,   there  is  no
                     governmental  prohibition  or restriction on the use of the
                     Intellectual Property.

               (h)   All of the  Corporations'  permissions  and licences to use
                     intellectual property of other Persons in relation to or in
                     connection  with  the  Software  which is  embodied  in the
                     Software  and which is  material  to the  operation  of the
                     Software (excluding commercial  off-the-shelf software) are
                     disclosed  in  Schedule  7.1(17).  Except as  disclosed  in
                     Schedule 7.1(17),  the Software does not contain nor embody
                     any third party intellectual property,  including software,
                     development tools and utilities material to the performance
                     of the Software.  All such licences referred to in Schedule
                     7.1(17)  are in full  force  and  effect  and  neither  the
                     Corporations  nor the other party to any such licence is in
                     default of its obligations thereunder.

               (i)   To  the   Knowledge  of  the   Corporations,   neither  the
                     manufacture,   marketing,  sale,  license  or  use  of  any
                     Software  or  services  based upon the  Software  currently
                     manufactured, marketed, licensed, sold, provided or used by
                     the Corporations violates, in any material way, any licence
                     or  agreement  of  the  Corporations  with  any  Person  or
                     infringes  upon, or  constitutes  misappropriation  of, the
                     intellectual  property rights of any other Person,  whether
                     common  law or  statutory,  including  rights  relating  to
                     defamation,  rights of privacy or publicity and contractual
                     rights.

               (l)   The computer software comprising part of the Software is in
                     good operating  condition and functions in accordance  with
                     the specifications  described in the documentation  related
                     thereto, and to the Knowledge of the Corporations,  is free
                     from  material  errors in  design  and  material  operating
                     defects.   All  source  code  for  the  computer   software
                     comprising part of the Software is sufficiently  documented
                     in the source code or in the  associated  documentation  to
                     enable a  software  developer  reasonably  skilled  in such
                     environment  to understand,  modify,  compile and otherwise
                     utilize all  aspects of the  Software  within a  reasonable
                     time.

         (18)  Licences  and  Permits.  The  Corporations  hold all Licences and
               Permits  required to carry on the Business  free and clear of any
               and all Liens,  other than Permitted Liens, and all such Licences
               and Permits are in full force and effect,  no  Corporation  is in
               violation  of any term or provision  or  requirement  of any such
               Licences and  Permits,  and no Person has  threatened  to revoke,
               amend or  impose  any  condition  in  respect  of,  or  commenced
               proceedings to revoke,  amend or impose conditions in respect of,
               any such Licence or Permit.

         (19)  Undisclosed  Liabilities.   The  Corporations  do  not  have  any
               liabilities,  obligations,  indebtedness or commitments,  whether
               accrued,  absolute,   contingent  or  otherwise,  which  are  not
               disclosed in the Financial Statements or referred to or disclosed
               herein,  other than  liabilities,  obligations  and  indebtedness
               incurred in the normal  course of business  since the date of the
               Financial Statements.

         (20)  Consents and Approvals. All the Consents and Approvals are listed
               in Schedule  7.1(20).  Except for the Consents and Approvals,  no
               consent or approval of any Person is required in connection  with
               the execution and delivery of this  Agreement and the  completion
               of the  transactions  contemplated by this Agreement or to permit
               the  Corporations  to carry on the Business  after the Closing as
               the Business is currently carried on by the Corporations.

         (21)  Absence of Conflicting  Agreements.  The execution,  delivery and
               performance of this Agreement by the Vendors and the Corporations
               and the completion (with any required  Consents and Approvals) of
               the  transactions  contemplated by this Agreement do not and will
               not result in or constitute any of the following:

               (a)   a material  default,  breach or violation or an event that,
                     with  notice or lapse of time or both,  would be a material
                     default,   breach  or   violation  of  any  of  the  terms,
                     conditions  or provisions of the articles or by-laws of the
                     Corporations;

               (b)   an event  which,  pursuant to the terms of any  Contract or
                     Licence or  Permit,  causes  any right or  interest  of any
                     Corporation to come to an end or be amended in any way that
                     is detrimental to the Business or entitles any other Person
                     to terminate or amend any such right or interest;

               (c)   the creation or imposition of any Lien on any Asset; or

               (d)   the violation of any  Applicable  Law by any of the Vendors
                     or the Corporations.

         (22)  Litigation.  Except as set out in Schedule  7.1(22),  there is no
               action,  suit,  proceeding,  claim,  application,   complaint  or
               investigation  in any court or before any arbitrator or before or
               by an regulatory body or governmental  or  non-governmental  body
               pending or  threatened by or against any  Corporation  Related to
               the  Business  or  affecting  the  Business or the  operation  or
               capital of the Corporations or the  transactions  contemplated by
               this  Agreement,  and, to the Knowledge of the  Corporations  and
               Michael  Withrow,  there is no  factual or legal  basis  which is
               reasonably  likely  to  give  rise  to  any  such  action,  suit,
               proceeding, claim, application, complaint or investigation.

         (23)  Employment  Contracts.  Schedule 7.1(23) lists, as of the date of
               this  Agreement,  the  compensation  and  benefit  of each of the
               senior  employees  and  directors  of the  Corporations  and  the
               Corporations  have provided  true and complete  copies of same to
               FMC. To the Knowledge of the  Corporations,  the Corporations are
               in compliance  with all Applicable Laws relating to Employees and
               terms of employment  and,  except as set out in Schedule  7.1(23)
               are not a party to or bound by any additional or other  contracts
               for the  employment  of any senior  employee  or  director or any
               bonus,  deferred   compensation,   profit  sharing,   retirement,
               hospitalization   insurance   or  other  plans  or   arrangements
               providing  employee  benefits,  except  for the  plans  providing
               employee  benefits  described  in  Schedule  7.1(24).  Except for
               remuneration  paid to employees in the usual and ordinary  course
               of business and made at current rates of remuneration no payments
               have been made or  authorized  by the  Corporations  to officers,
               directors or employees of either Corporation.

         (24)  Employee Plans. The  Corporations  have made available to FMC all
               the employee benefit, health, welfare,  supplemental unemployment
               benefit, bonus, pension,  profit sharing,  deferred compensation,
               stock compensation,  stock purchase, retirement,  hospitalization
               insurance,  medical,  dental, legal, disability and similar plans
               or arrangements or practices  relating to the Employees or former
               Employees,  more particularly set out in Schedule 7.1(24),  which
               are currently  maintained  or were  maintained at any time in the
               last five calendar years (the "Employee Plans").  All obligations
               regarding the Employee  Plans have been  satisfied,  there are no
               outstanding  defaults or  violations by any party to any Employee
               Plan and no Taxes,  penalties or fees are owing or exigible under
               any of the Employee Plans.

         (25)  Customers and Suppliers. Schedule 7.1(25) lists all customers and
               the largest  suppliers of the  Corporations  (or such  additional
               customers or suppliers of such  Corporation  which are sufficient
               to  constitute  twenty  per  cent  or  more  of  total  sales  or
               purchases,   as  the  case  may  be)  for  the  12  month  period
               immediately before the date of this Agreement,  and the aggregate
               amount which each customer was invoiced and each supplier charged
               and was paid  during such  period.  Except as set out in Schedule
               7.1(25),  no Corporation is aware of, nor has it received  notice
               of, any intention on the part of any such customer or supplier to
               cease doing business with the Corporations or to modify or change
               in  any  material  manner  any  existing   arrangement  with  the
               Corporations  for the  purchase  or  supply  of any  products  or
               services.  The relationships of each Corporation with each of its
               principal suppliers, shippers and customers are satisfactory and,
               except as set out in Schedule  7.1(25),  there are no  unresolved
               disputes with any such supplier, shipper or customer

         (26)  Product  Warranties.  To the Knowledge of the Corporations  there
               are  no  existing,  pending  or  threatened  claims  against  any
               Corporation  on account of product  warranties or with respect to
               the production or sale of defective or inferior products.

         (27)  Affiliated Transactions. Except as described in Schedule 7.1(27),
               no  Corporation   is  liable  in  respect  of  advances,   loans,
               guarantees to or on behalf of any shareholder, officer, director,
               Employee or Affiliate of the Corporation or any other Person with
               whom the Corporation does not deal at arm's length.

         (28)  Intercompany  Services.  Except as described in Schedule 7.1(28),
               there  are no  material  intercompany  services  provided  by any
               Corporation by the Vendors or by any Affiliate of the Vendors.


         (29)  Filings.  Except as set out in Schedule 7.1(29), each Corporation
               has  prepared and filed on time with all  appropriate  government
               bodies including,  without limitation, all securities commissions
               and   regulatory   bodies,   all   tax   returns,   declarations,
               remittances,   information   returns,   reports  and  other  such
               documents of every nature required to be filed by or on behalf of
               the  Corporations  in  respect  of any Taxes or in respect of any
               other provision in any domestic or foreign, federal,  provincial,
               municipal,  state,  territorial or other relevant statute for all
               fiscal  periods ending prior to the date hereof and will continue
               to do so in respect of any fiscal  period ending on or before the
               Closing Date. All such filed returns, declarations,  remittances,
               information returns,  reports and other documents are correct and
               complete in all material respects,  and no material fact has been
               omitted  therefrom.  PTI is a  "reporting  issuer"  in the United
               States  and is not  in  default  or on  the  list  of  defaulting
               reporting issuers maintained under any Applicable Laws.

         (30)  Cease Trade Order. No securities commission or similar regulatory
               body nor any securities  exchange has issued any order preventing
               or suspending  trading in any securities of PTI and PTI is not in
               default of any  requirements  of any Applicable  Laws relating to
               securities.

         (31)  Taxes  Paid.  Except  as  set  out  in  Schedule  7.1(31),   each
               Corporation  has paid in full all Taxes required to be paid on or
               prior to the date hereof and has made  adequate  provision in the
               Financial   Statements  in  accordance  with  generally  accepted
               accounting  principles for the payment of all Taxes in respect of
               all fiscal periods ending on or before the Closing Date.

         (32)  Absence  of  Certain  Changes  or  Events.  Except  as  otherwise
               disclosed herein, and since August 31, 1998, no Corporation has:

               (a)   suffered any Material Adverse Change;

               (b)   amended its certificate or articles of incorporation;

               (c)   declared  or made  any  payment  of any  dividend  or other
                     distribution in respect of its shares and has not redeemed,
                     purchased or otherwise acquired any shares;

               (d)   issued or sold any  shares or other  securities  or issued,
                     sold or granted any  option,  warranty or right to purchase
                     any shares or other securities;

               (e)   disposed  of any of the  Assets  reflected  on the  balance
                     sheet  forming  part of the  Financial  Statements,  except
                     sales of inventories in the normal course of business;

               (f)   changed  any  accounting  or  costing  systems  or  methods
                     (including,   without   limitation)   revenue   recognition
                     methods) in any material respect;

               (g)   suffered any extraordinary  loss or cancelled or waived any
                     material   debt,   claim  or  other  right  other  than  as
                     specifically agreed to herein;

               (h)   incurred  or  assumed  any   liabilities,   obligations  or
                     indebtedness  (whether  accrued,  absolute,  contingent  or
                     otherwise)  or  extended  any  guarantee   except   current
                     liabilities,  obligations  and  indebtedness  in the normal
                     course of business;

               (i)   made or granted any bonus,  increased the compensation paid
                     (other than for normal merit and cost of living  increases)
                     or  made  or  guaranteed  any  loans  or  advances  to  any
                     Director,  Officer,  senior  employee or  Affiliate  in any
                     material way;

               (j)   mortgaged,  pledged,  granted  a  security  interest  in or
                     otherwise  encumbered  any of  the  Assets,  except  in the
                     normal course of business;

               (k)   entered into any Contract or any other transaction that was
                     not in the normal course of business; or

               (l)   terminated,  cancelled or modified in any material  respect
                     or   received   notice  or  a  request   for   termination,
                     cancellation or modification in any material respect of any
                     Contract, except in the normal course of business.

         (33)  Securities Laws.

               (a)   PTI is not, and as a result of the sale of the Common Stock
                     and the Vendor's Shares  contemplated hereby will not be an
                     "investment  company"  as  defined  in  the  United  States
                     Investment Company Act of 1940, as amended;

               (b)   None of PTI, its  affiliates or any person acting on its or
                     their behalf have engaged or will engage in any form of (i)
                     general solicitation or general advertising (as those terms
                     are used in  Regulation  D under the  Securities  Act) with
                     respect  to  offers  or sales of the  Common  Stock and the
                     Vendor's  Shares,   including   advertisements,   articles,
                     notices or other communications published in any newspaper,
                     magazine or similar  media,  or  broadcast  over radio,  or
                     television,  or any seminar or meeting whose attendees have
                     been invited by general solicitation or general advertising
                     or (ii) any Directed  Selling  Efforts in the United States
                     (within the meaning of  Regulation  S) with  respect to the
                     Common Shares and the Vendor's Shares.

               (c)   Except with  respect to the offer and sale of the Shares of
                     Common  Stock  and  the  Vendor's  Shares  offered  hereby,
                     neither of PTI nor any of its affiliates have, for a period
                     of six months prior to the date hereof,  sold,  offered for
                     sale or solicited any offer to buy any of its securities in
                     the United States.

         (34)  Full  Disclosure.   The  foregoing   resolutions  and  warranties
               (including the Schedules) do not contain any untrue  statement of
               a material fact or omit to state any material  fact  necessary to
               make any such  statement or  representation  not  misleading to a
               prospective  purchaser of the Shares seeking full  information as
               to the Corporations and their respective  properties,  businesses
               and affairs.

7.2  Representations  and  Warranties of FMC. FMC represents and warrants to the
Vendors and the Corporations as follows:

         (1)   Incorporation  and Power. FMC is a corporation duly  incorporated
               under the laws of the  jurisdiction of its  incorporation  and is
               duly  organized,  validly  subsisting  and in good standing under
               such laws.

         (2)   Due  Authorization.   FMC  has  all  necessary  corporate  power,
               authority and capacity to enter into this Agreement and all other
               agreements and  instruments to be executed by it as  contemplated
               by this  Agreement  and to carry out its  obligations  under this
               Agreement  and  such  other  agreements  and   instruments.   The
               execution   and  delivery  of  this   Agreement  and  such  other
               agreements and instruments and the completion of the transactions
               contemplated  by this  Agreement  and such other  agreements  and
               instruments have been duly authorized by all necessary  corporate
               action on the part of FMC.

         (3)   Enforceability of Obligations. This Agreement constitutes a valid
               and  binding  obligation  of  FMC  enforceable   against  FMC  in
               accordance  with its terms  subject,  however,  to limitations on
               enforcement imposed by bankruptcy, insolvency,  reorganization or
               other  laws  affecting  creditors'  rights  generally  and to the
               extent that equitable  remedies such as specific  performance and
               injunctions  are only  available in the  discretion  of the court
               from which they are sought.

         (4)   Consents and  Approvals.  No consent or approval of any Person is
               required by FMC in connection  with the execution and delivery of
               this   Agreement   and  the   completion   of  the   transactions
               contemplated by this Agreement.

         (5)   No  Registration.  FMC  understands  that the  Common  Stock  and
               Vendor's  Shares have not been and will not be  registered  under
               the Securities Act or any applicable  state  securities  laws and
               that the  contemplated  sale is  being  made in  reliance  on the
               exemption  from  registration  provided by Regulation S under the
               Securities Act.

         (6)   Restrictions  on Resale.  FMC agrees that if it decides to offer,
               sell or  otherwise  transfer any of the Shares of Common Stock or
               Vendor's  Shares,  such shares may be offered,  sold or otherwise
               transferred  only  (i)  in  accordance  with  the  provisions  of
               Regulation S promulgated  under the Securities Act, (ii) pursuant
               to an effective  registration  statement or (iii)  pursuant to an
               available  exemption from  registration  under the Securities Act
               and in compliance with any applicable  state securities laws. FMC
               further  agrees not to engage in hedging  transactions  with such
               securities unless in compliance with the Securities Act.

         (7)   Legend.  FMC understands and acknowledges  that upon the original
               issuance  thereof,  and until  such time as the same is no longer
               required under  applicable  requirements of the Securities Act or
               applicable  state  securities  laws,  certificates   representing
               Shares of Common Stock and Vendor's Shares,  and all certificates
               issued in exchange thereof, shall bear the following legend:

               "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE  UNITED  STATES  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE
               "SECURITIES   ACT").  THE  HOLDER  HEREOF,   BY  PURCHASING  SUCH
               SECURITIES,  AGREES  FOR THE  BENEFIT  OF THE  COMPANY  THAT SUCH
               SECURITIES MAY BE OFFERED,  SOLD OR OTHERWISE TRANSFERRED ONLY IN
               ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED  UNDER
               THE  SECURITIES  ACT,  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION
               STATEMENT  OR PURSUANT  TO ANOTHER  EXEMPTION  FROM  REGISTRATION
               UNDER THE  SECURITIES  ACT AND IN COMPLIANCE  WITH ANY APPLICABLE
               STATE SECURITIES LAWS."

provided,  that if any such  securities  are being sold pursuant to an exemption
under section  7.2(6)(iii)  above,  the legend may be removed by delivery to the
registrar  and transfer  agent and PTI of an opinion of counsel,  of  recognized
standing  reasonably  satisfactory to PTI that such legend is no longer required
under applicable requirements of the Securities Act or state securities laws.

         (10)  Consent.  FMC consents to PTI making a notation on its records or
               giving  instructions to any transfer agent of the Common Stock in
               order to  implement  the  restrictions  on transfer set forth and
               described herein.

         (11)  Residency.  FMC  certifies  that it is not a U.S.  Person as that
               term is defined by Rule 902(k) of  Regulation  S. Neither PTI nor
               the  Vendors  offered to sell or  solicited  an offer to buy from
               FMC,  nor did FMC offer to  purchase  or solicit an offer to sell
               the Shares from either PTI or the Vendors,  at a time when FMC or
               any of  FMC's  agents  or  representatives,  acting  as  such  in
               connection with this transaction,  were physically located within
               the United States. At the time the purchase agreement originated,
               FMC was physically  located outside the United States. FMC is not
               subscribing  for  Shares as a result  of or, to FMC's  knowledge,
               subsequent to any activity undertaken for the purpose of, or that
               could reasonably be expected to have the effect of,  conditioning
               the market in the United States for the Common Stock,  including,
               any  advertisement,   article,   notice  or  other  communication
               published  in any  newspaper,  magazine or other  publication  of
               general circulation in the United States.

         (10)  FMC  Acquiring  for Own Account.  FMC will acquire the Shares for
               FMC's own account for  investment and not with a view to the sale
               or  disposition  thereof  or the  granting  of any  participation
               therein.  FMC has no present intention of distributing or selling
               to  others  any   interest   in  the  Shares  or   granting   any
               participation therein. FMC certifies that it is not acquiring the
               securities for the account or benefit of any U.S.  Person or is a
               U.S.  Person when it purchased  securities in a transaction  that
               did not require registration under the Securities Act.

7.3 Survival of Representations and Warranties.

         (1)   The  representations  and warranties  contained in Section 7.1 or
               any other agreement, certificate or instrument delivered pursuant
               to this  Agreement  shall survive the Closing for a period of two
               years from the Closing Date, and  notwithstanding the Closing and
               any  inspection or inquiries  made by or on behalf of FMC,  shall
               continue in full force and effect for the  benefit of FMC,  after
               which time the Vendors and Corporations,  as applicable, shall be
               released from all obligations in respect of such  representations
               and warranties  except with respect to any Claims asserted by FMC
               in writing  (setting out in  reasonable  detail the nature of the
               Claim  and the  approximate  amount  of such  Claim)  before  the
               expiration  of such period,  but (a) there shall be no time limit
               on the  representations  and  warranties  of the  Vendors and the
               Corporations  which relate to the  enforceability of the Vendors'
               or the Corporations'  respective obligations under this Agreement
               in Section  7.1(4),  the  incorporation  of the  Corporations  in
               Section 7.1(8),  the due  authorization  of this Agreement by the
               Corporation  in  Section  7.1(1) or to the title of the  Vendor's
               Shares in Section  7.1(6},  and (b) the time limit in  connection
               with  the  representations  and  warranties  of the  Corporations
               relating to Intellectual Property and Software matters in Section
               7.1(17) shall be five years.

         (2)   The  representations  and  warranties of FMC contained in Section
               7.2 or any other agreement,  certificate or instrument  delivered
               pursuant to this Agreement shall survive the Closing for a period
               of two years  from the  Closing  Date,  and  notwithstanding  the
               Closing,  shall continue in full force and effect for the benefit
               of the Vendors and the  Corporations,  after which time FMC shall
               be   released   from  all   obligations   in   respect   of  such
               representations  and warranties except with respect to any Claims
               asserted by the Vendors or the  Corporations in writing  (setting
               out in  reasonable  detail  the  nature  of  the  Claim  and  the
               appropriate amount thereof) before the expiration of such period,
               but  there  shall  be no time  limit on the  representations  and
               warranties  of FMC which  relate to the  incorporation  of FMC in
               Section 7.2(1), the due authorization of this Agreement by FMC in
               Section 7.2(2) and the  enforceability of FMC's obligations under
               this Agreement in Section 7.2(3).

         (2)   Despite  Sections  7.3(1)  and  7.3(2),  in the  event  that  any
               representation  or warranty of any Party under Section 7.1 or 7.2
               is made with the intent to deceive in reckless  disregard  of the
               accuracy of such representation and warranty, such representation
               and warranty shall survive the Closing in perpetuity.

                                    ARTICLE 8
                                 INDEMNIFICATION

8.1  Indemnity  by the  Vendors/Corporations.  The Vendors and the  Corporations
shall on a joint  and  several  basis  indemnify  and hold FMC,  its  directors,
officers,  employees,  agents  and  representatives  harmless  in respect of any
claim, demand, action, cause of action, damage, loss, cost, liability or expense
(hereinafter  referred to as a "Claim") which may be made or brought  against an
Indemnified  Party or which it may suffer or incur  directly or  indirectly as a
result of, in respect of or arising out of:

         (1)   any incorrectness in or breach of any  representation or warranty
               of the Vendors or the Corporations contained in this Agreement or
               under any other agreement, certificate or instrument executed and
               delivered pursuant to this Agreement; or

         (2)   any breach of or any non-fulfillment of any covenant or agreement
               on the part of the Vendors or  Corporations  under this Agreement
               or under any other agreement,  certificate or instrument executed
               and delivered pursuant to this Agreement,

provided however that the Corporations  shall not be liable for any Claim by FMC
in connection with the breach of any  representation  or warranty of the Vendors
contained  in this  Agreement  or under  any  other  agreement,  certificate  or
instruments  executed and delivered  pursuant to this Agreement  relating to the
enforceability  of the  Vendors'  obligations  under this  Agreement  in Section
7.1(4),  or to the title of each Vendor to the Common Stock in Section 7.1(6) or
the breach or  non-fulfillment  of any  covenant or agreement on the part of the
Vendors under this Agreement or any other  agreement,  certificate or instrument
executed and delivered pursuant to this Agreement.

8.2  Indemnity by FMC. FMC shall  indemnify and hold each of the Vendors and the
Corporations,  their directors, officers, employees, agents, representatives and
Affiliates and  their  respective  directors,  officers,  employees,  agents and
representatives  harmless  in respect of any Claim  which may be made or brought
against  an  Indemnified  Party or  which it may  suffer  or incur  directly  or
indirectly as a result of, in respect of or arising out of:

         (1)   any incorrectness in or breach of any  representation or warranty
               of FMC contained in this Agreement or under any other  agreement,
               certificate or instrument executed and delivered pursuant to this
               Agreement; or

         (2)   any breach or  non-fulfilment of any covenant or agreement on the
               part of FMC under this  Agreement  or under any other  agreement,
               certificate or instrument executed and delivered pursuant to this
               Agreement.

8.3 Withrow Indemnity.  In addition, FMC shall indemnify Michael Withrow for any
liability  against  him imposed or arising  from any  activity or out of actions
taken or omitted,  as a Director or Officer of PTI and/or  PTSI,  in whole or in
part from the  transactions  contemplated  by this Agreement and effected during
the period commencing immediately prior to the execution of the letter of intent
and ending on the Closing Date.

8.4  Limitation.  Except to the  extent  relating  to any known and  undisclosed
liability  or fraud,  no Party  shall  have any  Liability  for  indemnification
pursuant to  Sections  8.1 and 8.2.  Neither of the Vendors or the  Corporations
shall have any Liability for  indemnification  pursuant to Section 8.1(1) in any
amount in excess of the portion of the Purchase Price received by such Vendor or
Corporation as the case may be. FMC shall have no Liability for  indemnification
pursuant to Section  8.2 in any amount in excess of the portion of the  Purchase
Price  paid  by  FMC  to  the  Vendor  or the  Subscription  Price  paid  to the
Corporation.

8.5 Notice of Claim. If an Indemnified Party becomes aware of a Claim in respect
of which indemnification is provided for pursuant to any of Sections 8.1, 8.2 or
8.3, as the case may be, the  Indemnified  Party  shall  promptly  give  written
notice of the Claim to the Indemnifying Party. Such notice shall specify whether
the  Claim  arises as a result of a claim by a Person  against  the  Indemnified
Party (a "Third Party  Claim") or whether the Claim does not so arise (a "Direct
Claim"), and shall also specify with reasonable particularity (to the extent the
information is available):

               (a)   the factual basis of the Claim; and

               (b)   the amount of the Claim, if known.

If through the fault of the Indemnified  Party, the Indemnifying  Party does not
receive notice of any Claim in time effectively to contest the  determination of
any  liability  susceptible  of  being  contested,  then  the  Liability  of the
Indemnifying  Party to the Indemnified Party under this Article shall be reduced
by the amount of any losses  incurred by the  Indemnifying  Party resulting from
the Indemnified Party's failure to give such notice on a timely basis.

8.6 Direct Claims.  In the case of a Direct Claim, the Indemnifying  Party shall
have 60 days from  receipt  of notice  of the  Claim  within  which to make such
investigation  of the Claim as the  Indemnifying  Party  considers  necessary or
desirable.  For the purpose of such  investigation,  the Indemnified Party shall
make  available to the  Indemnifying  Party the  information  relied upon by the
Indemnified  Party to  substantiate  the  Claim,  together  with all such  other
information as the Indemnifying  Party may reasonably  request.  If both parties
agree at or before the expiration of such 60 day period (or any mutually  agreed
upon  extension  thereof)  to  the  validity  and  amount  of  such  Claim,  the
Indemnifying  Party  shall  immediately  pay to the  Indemnified  Party the full
agreed upon amount of the Claim,  failing  which the matter shall be referred to
non-binding  mediation  in such  manner  as the  parties  may  agree or shall be
determined by a court of competent jurisdiction.

8.7 Third Party  Claims.  In the case of a Third Party Claim,  the  Indemnifying
Party shall have the right, at its expense,  to participate in or assume control
of the  negotiation,  settlement  or defence of the Claim.  If the  Indemnifying
Party elects to assume such control,  the Indemnifying Party shall reimburse the
Indemnified  Party for all of the  Indemnified  Party's  out-of-pocket  expenses
incurred as a result of such participation or assumption.  The Indemnified Party
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim and to retain counsel to act on its behalf, provided that
the fees and  disbursements  of such  counsel  shall be paid by the  Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel at
its expense or unless the named parties to any action or proceeding include both
the Indemnifying  Party and the Indemnified  Party and a representation  of both
the  Indemnifying  Party and the Indemnified  Party by the same counsel would be
inappropriate  due to the actual or potential  differing  interests between them
(such as the availability of different  defences).  The Indemnified  Party shall
cooperate with the Indemnifying  Party so as to permit the Indemnifying Party to
conduct such  negotiation,  settlement  and defence and for this  purpose  shall
preserve all relevant  documents in relation to the Third Party Claim, allow the
Indemnifying Party access on reasonable notice to inspect and take copies of all
such  documents  and require its  personnel  to provide such  statements  as the
Indemnifying Party may reasonably require and to attend and give evidence at any
trial or hearing in respect of the Third  Party  Claim.  If,  having  elected to
assume  control of the  negotiation,  settlement  or defence of the Third  Party
claim,  the Indemnifying  Party  thereafter  fails to conduct such  negotiation,
settlement or defence with  reasonable  diligence,  then the  Indemnified  Party
shall be  entitled to assume such  control and the  Indemnifying  Party shall be
bound by the results  obtained  by the  Indemnified  Party with  respect to such
Third  Party  Claim.  If any Third  Party Claim is of a nature such that (i) the
Indemnified  Party is  required  by  Applicable  Law or the order of any  court,
tribunal or regulatory body having jurisdiction,  or (ii) it is necessary in the
reasonable  view of the  Indemnified  Party acting in good faith and in a manner
consistent with reasonable commercial practices, in respect of (A) a Third Party
Claim by a customer relating to products or services supplied by the Business or
(B) a Third  Party Claim  relating to any  Contract  which is  necessary  to the
ongoing  operations  of the  Business or any  material  part thereof in order to
avoid material damage to the relationship  between the Indemnified Party and any
of its major customers or to preserve the rights of the Indemnified  Party under
such an essential  Contract,  to make a payment to any person (a "Third  Party")
with  respect to the Third  Party  Claim  before the  completion  of  settlement
negotiations  or  related  legal  proceedings,  as the  case  may be,  then  the
Indemnified  Party may make  such  payment  and the  Indemnifying  Party  shall,
promptly after demand by the Indemnified Party,  reimburse the Indemnified Party
for such payment.  If the amount of any liability of the Indemnified Party under
the Third  Party  Claim in  respect  of such a  payment  was  made,  as  finally
determined,  is less than the amount which was paid by the Indemnifying Party to
the Indemnified  Party, the Indemnified  Party shall,  promptly after receipt of
the difference  from the Third Party,  pay the amount of such  difference to the
Indemnifying  Party. If such a payment,  by resulting in settlement of the Third
Party Claim,  precludes a final  determination  of the merits of the Third Party
Claim and the Indemnified  Party and the Indemnifying  Party are unable to agree
whether such payment was unreasonable in the circumstances  having regard to the
amount and merits of the Third Party Claim,  then such dispute shall be referred
to and  finally  settled by binding  arbitration  from which  there  shall be no
appeal.

8.8 Settlement of Third Party Claims. If the Indemnifying  Party fails to assume
control of the defence of any Third Party  Claim,  the  Indemnified  Party shall
have the exclusive right to contest,  settle or pay the amount claimed.  Whether
or not the Indemnifying Party assumes control of the negotiation,  settlement or
defence of any Third Party Claim,  the  Indemnifying  Party shall not settle any
Third Party Claim without the written  consent of the Indemnified  Party,  which
consent shall not be unreasonably withheld or delayed;  provided,  however, that
the  liability  of the  Indemnifying  Party  shall be  limited  to the  proposed
settlement  amount if any such consent is not  obtained for any reason  within a
reasonable time after the request therefor.

8.9 Interest on Claims.  The amount of any Claim  submitted under Section 8.1 or
8.2 as  damages  or by way of  indemnification  shall  bear  interest  from  and
including the date any Indemnified  Party is required to make payment in respect
thereof  at the  Prime  Rate  calculated  from and  including  such  date to but
excluding  the date  reimbursement  of such Claim by the  Indemnifying  Party is
made, and the amount of such interest shall be deemed to be part of such Claim.

8.10 Tax Adjustments. The amount of any Claim submitted under Section 8.1 or 8.2
as damages or by way of  indemnification  shall be  determined  on an  after-Tax
basis,  and without limiting the generality of the foregoing shall (a) be net of
the present value of any Tax benefits to the  Indemnified  Party  resulting from
the claim  for  indemnity  and (b)  include  the  amount  necessary  to hold the
Indemnified  Party  harmless  after Tax.  The present  value of any Tax benefits
shall be the amount, calculated on the date that is the Business Day immediately
preceding the date of payment of the Claim,  that is required to provide a yield
from such date to the last day of the latest  taxation  year of the  Indemnified
Party to which the Tax benefits  relate that is equal to the sum of the yield to
maturity on such date,  assuming  semi-annual  compounding,  that a non-callable
Government of Canada bond would carry if issued in Canadian dollars in Canada at
100% of its principal amount on such date and maturing approximately on the last
day of the  latest  taxation  year of the  Indemnified  Party to  which  the Tax
benefits relate, plus five per cent.

8.10 Set-0ff. FMC shall be entitled to set-off the amount of any Claim submitted
under  Section  8.1  as  damages  or  by  way  of  indemnification  against  the
Corporations,  once finally determined, against any other amounts payable by FMC
to the Corporations whether under this Agreement or otherwise.

8.11  Dispute   Resolution.   In  the  event  that  any  Party  shall  have  any
disagreement,  dispute,  controversy or claim arising out of or relating to this
Agreement,   the  performance  or   interpretation   hereof,   the  relationship
contemplated hereby, or the breach,  termination or invalidity hereof or thereof
( a  "Dispute"),  then such Party shall  notify each other in a writing  setting
forth briefly the nature of the Dispute and the amount involved,  if any. Within
ten (10) days of receipt of such  notice,  the  Parties  shall each  designate a
representative  with full power and authority to resolve the Dispute,  who shall
meet within fifteen (15) days of their designation to attempt through good faith
negotiation  to reach an  amicable  resolution.  If the  Parties  are  unable to
resolve  the  Dispute  within  sixty  (60)  days  following  the  date on  which
negotiations  commenced,  any Party can  submit  the  Dispute  to  mediation  in
accordance with the procedures of the American Arbitration Association.  Nothing
in this  Agreement  is intended to limit a Party's  right to seek,  at any time,
injunctive or other  provisional  judicial relief if in the  circumstances  such
relief is necessary to avoid irreparable harm or other injury for which there is
no adequate remedy at law.

8.12  Except as  provided  in Section  8.11  above,  in no event shall any party
commence  litigation  against any other until the conclusion of the ten (10) day
period  provided in Section 8.11 above for demanding  mediation with such notice
having been made or, if demand has been made, until the arbitrator declares that
the arbitration has concluded without successful  resolution or three (3) months
have elapsed since the arbitrator accepted his appointment.

                                    ARTICLE 9
                                 INTERIM PERIOD

9.1 Investigation.  Until the Closing,  FMC and its representatives and advisers
shall be permitted to make such investigations, inspections, surveys or tests of
the properties and assets of the Corporations,  their predecessor  companies and
their  Affiliates and of their  respective  financial and legal condition as FMC
deems necessary or desirable to familiarize itself with such properties,  assets
and other matters.  Without limiting the generality of the foregoing,  FMC shall
be permitted complete access to all documents relating to information  scheduled
or required to be disclosed under this Agreement,  to the Books and Records, the
Contracts,  the Leased Premises,  the Employees,  records  regarding  suppliers,
customers and regulators and environmental reports, surveys,  inspection reports
and  all  other  reports  prepared  by  advisers  of  the  Corporations,   their
predecessor companies and their Affiliates and the Corporations shall provide to
FMC  photocopies  of  all  such  written  information  and  documents  as may be
reasonably  requested by FMC. Any such investigations,  inspections,  surveys or
tests shall not, however,  affect or mitigate the representations and warranties
of the Vendors and the Corporations under this Agreement which shall continue in
full force and effect as provided under this Agreement.

9.2  Authorizations.  The Vendors and the Corporations shall execute and deliver
any authorizations required to permit the investigations,  inspections,  surveys
or tests described in Section 9.1.

9.3 Confidentiality.

         (1)   Each party shall hold in strictest  confidence and not use in any
               manner,  other than as expressly  contemplated by this Agreement,
               any  Confidential  Information  (as  defined  below) of the other
               Party.

         (2)   Section   9.3(1)  shall  not  apply  to  the  disclosure  of  any
               Confidential  Information  where such  disclosure  is required by
               Applicable  Law.  In that case,  the Party  required  to disclose
               shall, as soon as possible in the circumstances, notify the other
               Party of the requirement.  Upon receiving such notification,  the
               other  Party  may take any  reasonable  action to  challenge  the
               requirement,  and the affected Party shall, at the expense of the
               other  Party,  assist the other Party in taking  such  reasonable
               action.

         (3)   Following the  termination  of this  Agreement,  each Party shall
               promptly,  upon  request  from the  other  Party,  return  to the
               requesting  Party all copies of any  tangible  items  (other than
               this Agreement),  if any, which are or which contain Confidential
               Information of the requesting  Party;  provided that if the Party
               so  obligated  to return  Confidential  Information  has prepared
               summaries  or  analyses  containing  or  concerning  Confidential
               Information,  then such  Party  may,  instead  of  returning  the
               summaries or analyses,  destroy them and provide a certificate to
               that effect to the requesting Party.

         (3)   For the purposes of this Section 9.3:

               (a)   "Confidential Information" of a Party at any time means all
                     information  relating to the business of such Party and its
                     Affiliates   (including   business  plans,   way  of  doing
                     business,  business  results  and  prospects  and  customer
                     lists) which,

                     (i)   at the time is of a confidential  nature  (whether or
                           not specifically  identified as confidential)  and is
                           known or should be known by the other  Party as being
                           confidential, and

                     (ii)  has been or is from time to time made  known to or is
                           otherwise  learned by the other  Party as a result of
                           the matters provided for in this Agreement, including
                           the following information:

                     (iii) the terms of this Agreement;

                     (iv)  a  Party's  proprietary   software  and  Intellectual
                           Property; and

                     (v)   a Party's  business  records,  but not  including any
                           information that at such time:

                     (vi)  has become  generally  available  to the public other
                           than as a result of a disclosure by the other Party.

9.4 Risk of Loss.  Until the Closing,  the  Corporations  shall maintain in full
force all the  policies  of  property  damage  insurance  under which any of the
Assets is insured.  If before the Closing any of the Assets is lost,  damaged or
destroyed and the loss,  damage or  destruction  constitutes a Material  Adverse
Change,  then FMC may terminate this Agreement in accordance with the provisions
hereof.

9.5 Action During Interim Period.  During the Interim Period,  the  Corporations
shall be operated and managed in the usual and ordinary  course of business such
that the Corporations shall:

         (1)   other than changes to  compensation  or other benefits which have
               been  approved  by a  majority  of the board of  directors  or in
               accordance  with existing  agreements,  not make or agree to make
               any material  change in the  compensation  of any Senior Employee
               and  not pay or  agree  to pay or set  aside  any  bonus,  profit
               sharing,  retirement,   insurance,  death,  severance  or  fringe
               benefit or other  extraordinary or indirect  compensation to, for
               or on behalf of any Senior Employee;

         (2)   not dispose of any of the Assets, except for sales of inventories
               in the normal course of business;

         (3)   not enter into any  Material  Contract  that is not in the normal
               course of business;

         (4)   not issue any shares or other  securities of the  Corporations in
               connection  with the  warrant  transactions  or the  exercise  of
               options already granted;

         (4)   not  declare or cause to be paid any  dividend  or make any other
               form of  distribution  or  payment  on the  Shares  or any  other
               securities of the Corporations;

         (5)   use all reasonable  efforts not to default in the  performance of
               any term or condition  of any  Material  Contract or Licences and
               Permits;

         (6)   not  cancel  any  policy  of  insurance   which  relates  to  the
               Corporations or any of the Assets,  except with the prior written
               consent of FMC;

         (7)   use  all  reasonable  efforts  to  maintain  relations  with  the
               suppliers,   customers  and  landlords  of  the  Corporations  in
               accordance with past custom and practice; and

         (8)   except as otherwise  disclosed herein, pay before delinquency all
               Taxes and other  obligations  which become due and payable by the
               Corporations.

9.6 Exclusive  Dealings.  During the Interim  Period neither the Vendors nor the
Corporations without the consent of FMC, not to be unreasonably withheld,  shall
take any action,  directly or  indirectly,  to encourage,  initiate or engage in
discussions or  negotiations  with, or provide any  information  to, any Person,
other  than FMC and the  designated  and  authorized  representatives  of either
party,  concerning any sale,  transfer or assignment of the Shares or the Assets
(other  than  sales  in  the  ordinary   course  of  business)   involving   the
Corporations.  The Vendors and the Corporations shall notify FMC promptly if any
such  discussions  or  negotiations  are sought or if any  proposal  for a sale,
transfer  or  assignment  of the  Shares  or the  Assets  is  received  or being
considered.  Notwithstanding  the foregoing,  the  restrictions  set out in this
Section 9.6 shall not apply following the termination of this Agreement.

9.7  Regulatory  Approvals.  The Vendors  shall  cooperate,  and shall cause the
Corporations to cooperate, with FMC and render all necessary assistance required
by FMC in connection with any  application,  notification or filing of FMC to or
with any regulatory agency, at FMC's expense.

9.8 Updates to Information.  The Vendors and the Corporations shall update on or
before Closing,  by amendment or supplement,  any of the information  disclosure
schedules  referred to in this Agreement and any other  disclosure in writing to
FMC as soon as reasonably possible after new or conflicting information comes to
the attention of the Vendors or the Corporations.  FMC shall not be obligated to
accept any such  amendment  or  supplement  if it results in a Material  Adverse
Change in the Business and receipt of any such amendment or supplement shall not
be deemed to be a waiver or release by FMC of any provision of this Agreement.

                                   ARTICLE 10
                                     GENERAL

10.1  Expenses.  FMC  shall be  solely  responsible  for and bear all of its own
respective expenses,  including, without limitation,  expenses of legal counsel,
accountants, and other advisors incurred at any time in connection with pursuing
or consummating  the transactions  contemplated in this Agreement.  PTI shall be
responsible  for and  bear all of the  expenses  of PTI,  PTSI and the  Vendors,
including, without limitation, expenses of legal counsel, accountants, and other
advisors,  incurred at any time in connection with pursuing or consummating  the
transactions  contemplated  in this  Agreement.  Any GST taxes  incurred  by the
Vendors as a result of the Closing  shall be paid as part of the purchase  price
by FMC.

10.2 Public  Announcements.  Except to the extent  otherwise  required by law or
with the prior  consent  of the other  Party,  no Party  shall  make any  public
announcement  regarding this Agreement or the transactions  contemplated by this
Agreement.   The  parties  shall  mutually  agree  upon  an  appropriate  public
announcement to be made after execution of this Agreement.

10.3 Post-Closing Covenants.

         (1)   FMC agrees to resell the securities  purchased  hereunder only in
               accordance with the provisions of Regulation S promulgated  under
               the  Securities  Act,  pursuant  to  an  effective   registration
               statement,   or  pursuant   to  an   available   exemption   from
               registration,  and agrees  not to engage in hedging  transactions
               with  regard to such  securities  unless in  compliance  with the
               Securities Act.

         (2)   The parties  agree that PTI will not register any transfer of the
               securities  acquired by FMC hereunder not made in accordance with
               the  provisions of Regulation S promulgated  under the Securities
               Act, pursuant to an effective registration statement, or pursuant
               to an available exemption from registration;  provided,  however,
               that  if such  securities  are in  bearer  form  or  foreign  law
               prevents PTI from refusing to register securities  transfer,  PTI
               shall implement reasonable  procedures to prevent any transfer of
               the  securities  not made in  accordance  with the  provisions of
               Regulation S, promulgated under the Securities Act.

10.4  Notices.  Any  notice,  certificate,   consent,   determination  or  other
communication  required or  permitted  to be given or made under this  Agreement
shall be in writing  and shall be  effectively  given and made if (i)  delivered
personally,  (ii) sent by prepaid courier service or mail, or (iii) sent prepaid
by fax or other similar means of electronic  communication,  in each case to the
applicable address set out below:

                     (i)   if to the Vendors, to:

                           c/o Michael Withrow
                           #12 1850 Argue Street
                           Port Coquitlam, B.C.  V3C 5K4

                           Fax:

                     (ii)  if to the Corporations, to:

                           PowerTrader Inc.
                           885 Dunsmuir Street, Suite 591
                           Vancouver, B.C.   V6C 1N5

                           Attn.  Michael C. Withrow, CEO

                           Fax:

                     with  a copy to:

                           Mr. Douglas J. Bates
                           c/o Gallop, Johnson & Neuman, L.C.
                           101 South Hanley Road, Suite 1600
                           St. Louis, Missouri   63105

                           Fax:     (314) 862-1219

                     (iii) if to FMC, to:

                           Financial Models Company Inc.
                           2355 Skymark Avenue
                           Mississauga, Ontario   L4W 4Y6

                           Attention:  Richard W. Arnold

                           Fax:     (905) 629-0022

                           with a copy to:

                           McCarthy Tetrault
                           Suite 4700
                           Toronto Dominion Bank Tower
                           Toronto Dominion Centre
                           Toronto, Ontario   M5K 1E6

                           Attention:  Christa Wessel

                           Fax:     (416) 868-1853

Any such  communication  so given or made  shall be deemed to have been given or
made and to have been  received on the day of delivery if  delivered,  or on the
day of faxing or sending by other  means of recorded  electronic  communication,
provided  that such day in either event is a Business Day and the  communication
is so delivered,  faxed or sent before 4:30 p.m.  local time of the recipient on
such day.  Otherwise,  such communication shall be deemed to have been given and
made and to have been  received on the next  following  Business  Day.  Any such
communication  sent by mail  shall be deemed to have been  given and made and to
have been  received on the fifth  Business Day  following  the mailing  thereof;
provided however that no such communication shall be mailed during any actual or
apprehended  disruption of postal services. Any such communication given or made
in any other  manner shall be deemed to have been given or made and to have been
received  only upon actual  receipt.  Any Party may from time to time change its
address  under  this  Section by notice to the other  Party  given in the manner
provided by this Section.

10.5 Entire Agreement.  This Agreement  constitutes the entire agreement between
the Parties  pertaining to the subject  matter of this  Agreement and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or  written.  There  are no  conditions,  warranties,  representations  or other
agreements  between the Parties in  connection  with the subject  matter of this
Agreement,  whether oral or written, express or implied, statutory or otherwise)
except as specifically set out in this Agreement.

10.6  Waiver.  A waiver of any  default,  breach or  non-compliance  under  this
Agreement is not effective unless in writing and signed by the party to be bound
by the waiver. No waiver shall be inferred from or implied by any failure to act
or  delay  in  acting  by  a  party  in  respect  of  any  default,   breach  or
non-observance or by anything done or omitted to be done by the other party. The
waiver by a party of any default,  breach or non-compliance under this Agreement
shall not operate as a waiver of that  party's  rights  under this  Agreement in
respect  of any  continuing  or  subsequent  default,  breach or  non-observance
(whether of the same or any other nature).

10.6  Severability.  Any  provision of this  Agreement  which is  prohibited  or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  and shall be severed from
the balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or  enforceability of such provision in
any other jurisdiction.

10.7 Non-Merger. Each party hereby agrees that all provisions of this Agreement,
other  than (a) the  conditions  in  Article 6 and (b) the  representations  and
warranties  contained in Article 7 and the  indemnities in Sections 8.1, 8.2 and
8.3 hereof (which shall be subject to the arrangements  made in such Articles or
Sections) shall forever survive the execution,  delivery and performance of this
Agreement,  Closing and the execution,  delivery and  performance of any and all
documents delivered in connection with this Agreement.

10.8 Further Assurances. Each Party shall promptly do, execute, deliver or cause
to be done,  executed and delivered  all further  acts,  documents and things in
connection  with this Agreement that the other Party may reasonably  require for
the purposes of giving effect to this Agreement.

10.9  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the  Provinces  of  Ontario  and the laws of Canada
applicable in such Province.

10.10 Successors and Assigns.  This Agreement shall enure to the benefit of, and
be  binding  on, the  Parties  and their  respective  successors  and  permitted
assigns. No Party may assign or transfer, whether absolutely, by way of security
or otherwise, all or any part of its respective rights or obligations under this
Agreement  without the prior  written  consent of the other  Parties,  provided,
however,  that from and after the Closing, FMC shall be entitled to transfer all
or a portion of the  Shares,  and all  ancillary  rights  therein  and  thereto,
without the prior written consent of any other Party.

10.11   Counterparts.   This   Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original  and all of which
taken  together  shall be  deemed  to  constitute  one and the same  instrument.
Counterparts  may be  executed  either in original or faxed form and the Parties
adopt any signatures  received by a receiving fax machine as original signatures
of the Parties;  provided,  however,  that any Party  providing its signature in
such  manner  shall  promptly  forward to the other  Parties an  original of the
signed copy of the Agreement which was so faxed.

         IN WITNESS WHEREOF the Parties  have executed this Agreement  as of the
15th day of October, 1998.


FINANCIAL MODELS COMPANY INC.             POWERTRADER,  INC.


Per:                                      Per:
     -----------------------------             ---------------------------------

Name:                                     Name:
Title:                                    Title:


POWERTRADER SOFTWARE INC.                458468 BC, LTD.



Per:                                      Per:
     -----------------------------              --------------------------------
Name:                                     Name:
Title:                                    Title:
                                              )
                                              )
                                              )
                                              )---------------------------------
                                              )     Michael Withrow
                                              )