Heads of Agreement

Thursday 17th August 2000

Parties:
Brocker Technology Limited "Brocker"
and
The Shareholders "The Vendors" of Generic Technology Limited "Generic"
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Brocker wish to acquire all the issued and outstanding shares of Generic and the
Vendors wish to sell these shares,  subject to,  agreement on commercial  terms,
any necessary  approvals  required being  obtained,  due diligence  review being
completed, and consideration being passed.

Generic Technology Limited is the ultimate holding company of the Datec Group of
companies with technology companies based in Queensland Australia and across the
Pacific Islands.

This document records the understanding that exists between the parties. Generic
is to be sold as an ongoing concern.

Valuation & Consideration

The  consideration to be paid by Brocker is the value  established by applying a
multiple to the earnings  less an  allowance  for tax (to be  determined  by tax
jurisdiction)  result , of 14.5  times  based on the  audited  annual  financial
accounts of Generic as at December  31st 1999, or some other date that is agreed
between the parties.

The  audited  accounts  are to be  reconciled  to US GAAP.  All  amounts  are in
Australian  Dollars,  unless  otherwise  specified.  The  Vendors are to provide
audited annual accounts for Generic to Dec 97, Dec 98 and Dec 99.

A due diligence/audit  review of Generic is to be conducted by Deloittes , to be
engaged by Brocker,  to  establish  and confirm the audited  earnings  after tax
result to which the multiple will apply.  The cost of the due diligence  will be
met by Brocker.

Settlement

Settlement will be by way of:

1 - Cash  component  to a  maximum  value of 30% of the  consideration  (Brocker
reserves  the right to settle  the  third,  fourth  and fifth  tranches  in free
trading  Brocker Shares)  subject to ongoing profit  performance  criteria being
achieved and

2 - Issuance of Brocker  shares for the  remainder  of the  consideration,  this
being equivalent to 70% of the Consideration,  at the date of acquisition,  this
being 1 September, 2000, or some other date agreed between the parties.



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Brocker will guarantee the face value of the Brocker Shares delivered under it's
reserved  right (See 1 above) to settle the third,  fourth and fifth tranches in
free trading Brocker Shares,  so that the Vendors are not exposed to any Brocker
Share  Price  fluctuation  downwards  relating  to  this  particular  aspect  of
settlement.  This guarantee will be for a period of 12 months from date of issue
of Brocker Stock as settlement of the third, fourth and fifth tranches.

The Vendors  have the right,  at any time,  by issuing a notice to  Brocker,  to
demand that Brocker  compulsorily  acquire (swap for cash),  at face value,  any
amount of unsold free trading Brocker Shares held by the Vendors, that relate to
the Cash Component of a specific tranche  settlement,  within 12 months of issue
of those Brocker  Shares.  The Vendors'  right is  extinguished  12 months after
issue of the said shares.

Brocker  have 30 days  from  receipt  of the  Notice  from the  Vendors,  of the
requirement to effect payment of the Share for Cash Swap.

Partial Settlement in Cash & Earnout criteria

Any cash to be advanced as partial  settlement  will be  released  once  audited
financial  records  for the period are  completed  and signed off by the Brocker
Board, subject to the following criteria:

Period/Payment period    Amount                               Earnout criteria
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First Cash Tranche       7.5 % of Consideration,              No Criteria
Acquisition date         (excluding the Datec Fiji portion
                         of the consideration - this is
                         deferred for payment with the
                         third tranche)
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Second Cash Tranche      Maximum 7.5% of Consideration        Once BTG raises
Yet to be determined     (excluding  the Datec Fiji           new Equity on
but within 12 months of  portion of the consideration -       NASDAQ
acquisition date         this is deferred for payment with
                         the fourth tranche) plus
                         interest at 7.5% P.A. from
                         Acquisition date (on cash
                         component balance outstanding)
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Third Cash Tranche       Maximum 7.5% of Consideration        The Third Cash
12 months ending         plus interest at 7.5% P.A. from      Tranche Earnout
31/12/2000               Acquisition date (on the cash        Criteria is
                         component balance outstanding)       applied using the
Due for payment:         plus deferred first tranche          formula of:
30/6/2001                payment of Datec Fiji Component.
                                                              Increase in NPAT
                                                              result of Generic
                                                              of 20% over the
                                                              1999 result, in
                                                              the 12-month
                                                              period ending
                                                              31/12/2000,
                                                              otherwise the
                                                              third tranche is
                                                              held over pending
                                                              the results
                                                              achieved in the
                                                              subsequent
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                                                              2 year period.

                                                              If the performance
                                                              achieved within
                                                              the third tranche
                                                              period is higher
                                                              than the 1999 NPAT
                                                              result but lower
                                                              than the 20%
                                                              increase over the
                                                              1999 NPAT result
                                                              then the following
                                                              payment formula
                                                              will apply:

                                                              (Achieved NPAT
                                                              less Target NPAT)
                                                              divided by (Target
                                                              NPAT less Base
                                                              NPAT)

                                                              Achieved  NPAT =
                                                              actual  NPAT for
                                                              the 12 months
                                                              ending 31/12/2000
                                                              Target NPAT = 120%
                                                              of 1999 NPAT
                                                              Result
                                                              Base NPAT = 1999
                                                              NPAT Result

                                                              Any shortfall
                                                              measured against
                                                              the Third Tranche
                                                              Earnout Criteria
                                                              will be carried
                                                              over to a
                                                              subsequent period,
                                                              with the
                                                              possibility of
                                                              being earned out
                                                              in that future
                                                              period.
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Forth Cash Tranche       Maximum 7.5% of Consideration        The Fourth Cash
12 months ending         plus interest at 7.5% P.A. from      Tranche Earnout
31/12/2001               Acquisition date (on the cash        Criteria is
                         component balance outstanding)       applied using the
Due for payment:         plus deferred second tranche         formula of:
30/6/2002                payment of Datec Fiji Component.
                                                              Increase in
                                                              NPAT result of
                                                              Generic of 44%
                                                              over the 1999
                                                              result, in the
                                                              12-month period
                                                              ending 31/12/2001,
                                                              otherwise the
                                                              fourth tranche
                                                              (and perhaps
                                                              third tranche - if
                                                              it has not already
                                                              been earned out)is
                                                              held over pending
                                                              the results
                                                              achieved in the
                                                              next year.

                                                              If the performance
                                                              achieved within
                                                              the fourth tranche
                                                              period is higher
                                                              than the 1999 NPAT
                                                              plus



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                                                              20% result,
                                                              but lower than the
                                                              44% increase over
                                                              the 1999 NPAT
                                                              result then the
                                                              following payment
                                                              formula will
                                                              apply:

                                                              (Achieved NPAT
                                                              less Target NPAT)
                                                              divided by (Target
                                                              NPAT less Base
                                                              NPAT)

                                                              Achieved NPAT =
                                                              actual NPAT for
                                                              the 12 months
                                                              ending 31/12/2001
                                                              Target NPAT = 144%
                                                              of 1999
                                                              NPAT Result
                                                              Base NPAT = 120%
                                                              of 1999 NPAT
                                                              Result

                                                              Any shortfall
                                                              measured against
                                                              the Fourth Earnout
                                                              Criteria (and
                                                              perhaps the Third
                                                              Tranche Earnout
                                                              Criteria if the
                                                              Third Tranche
                                                              hasn't already
                                                              been earned) will
                                                              be carried over to
                                                              the last Earnout
                                                              period, with the
                                                              possibility of
                                                              being earned out
                                                              in that future
                                                              period.

                                                              Note: The Fourth
                                                              Tranche can be
                                                              earned out in the
                                                              first 12 month
                                                              period as part
                                                              of the Third
                                                              Tranche if a 44%
                                                              increase in NPAT
                                                              (using the 1999
                                                              NPAT result as a
                                                              base) is achieved
                                                              within the first
                                                              12 months ending
                                                              2000.
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Fifth Cash Tranche       Balance of consideration             The Fifth Cash
12 months ending         plus interest at 7.5% P.A. from      Tranche:
31/12/2002               Acquisition date (on cash component
                         balance outstanding)                 This is a catch up
Due for payment:                                              period.
30/6/2002

                                                              Any shortfall in
                                                              performance in the
                                                              third and fourth
                                                              tranche periods,
                                                              will be paid out
                                                              in the fifth
                                                              tranche period,
                                                              so long as a total
                                                              NPAT result -
                                                              obtained from the
                                                              period 1 January
                                                              2000 ending 31
                                                              December
--------------------------------------------------------------------------------


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                                                              2002, delivers a
                                                              NPAT result
                                                              equivalent or
                                                              greater than 264%
                                                              of the 1999
                                                              result.

                                                              In the event that
                                                              the cumulative
                                                              result for the
                                                              period, 1 January
                                                              2000 ending 31
                                                              December 2002,
                                                              does not deliver a
                                                              NPAT result
                                                              equivalent or
                                                              greater than 264%
                                                              of the 1999 NPAT
                                                              result by
                                                              31/12/2002, then
                                                              the actual result
                                                              achieved within
                                                              the third and
                                                              fourth tranche
                                                              periods will
                                                              apply, i.e. if
                                                              there is a
                                                              shortfall it will
                                                              be forfeited.
--------------------------------------------------------------------------------

Brocker have the right to demand the Vendors compulsorily acquire the Datec Fiji
Business,  at the value of the  consideration  paid,  if the Datec Fiji Business
does not meet the Acquisition  Performance Criteria.  Brocker must exercise this
right before 31/12/2002.

Partial Settlement  in Shares

The strike price for the shares to be issued as partial  settlement  will be the
BKI share price at the close of business,  on the Toronto Stock Exchange, on the
day the Sale and  Purchase  agreement  is signed.  The strike  price for the BKI
stock shall be the greater of $10 CND (Ten Dollars Canadian) or Market Price

The  Exchange  rate to  apply to this  transaction  will be the  average  of the
buy/sell rates published at the close of business by Westpactrust on the day the
Sale and Purchase agreement is signed.

Any dividends  declared whilst the shares are in escrow,  will be held in trust,
until the end of the 12 month hold period.

Restriction on Share trading

Shares issued as partial  settlement  will be escrowed for 6 months from date of
issue,  thereafter the Vendors - pooling their interests in BKI Shares,  may not
sell more than an amount  equivalent  to 1% of the total BKI  shares on issue in
the  market at the time


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of sale - in any given 3 month  (quarterly)  period. A separate Escrow agreement
will be entered into by the parties in relation to this  specific  aspect of the
settlement.

Employment and Governance

Any personal  assets  currently in the asset register of Generic,  will be sold,
prior to settlement, and not form part of the assets transferred to the Brocker.
Any Shareholder loans or advances will be repaid prior to acquisition.

Michael Ah Koy,  Anthony Ah Koy and  Krishna  Sami are  required  to sign 3 year
employment contract with the company including a 5 year non compete clause.

Employment  contracts are to be settled on mutually  agreeable terms between the
Parties.

Warranty and other matters

Each  party  will pay  their  own  legal  costs in  preparation  of the Sale and
Purchase agreement.

Each party warrants to the best of their knowledge the information  being relied
upon is fair and accurate.

The  shareholders  of Generic warrant there has been and will be no reduction in
asset value of the company from now until acquisition date.

The shareholders of Generic will jointly and severally provide suitable security
to Brocker for the 24 month period post acquisition,  to the effect that the net
asset  value of Generic  will not fall  below  that at the date of  acquisition,
therefore  if the net asset value does become  depleted  during this period than
the shareholders will make good the amount of shortfall.  This security could be
in the form of an Escrow  agreement over a portion of the BKI stock being issued
as partial Settlement.

The parties  agree to proceed to formal sale and purchase  agreements,  once the
valuation of the net assets has been completed.

The cost of the  audit/due  diligence  review  will be at the expense of Brocker
unless the  shareholders  of Generic  decide not to complete,  in which case the
cost  of  the  audit/due   diligence   review  will  be  borne  by  the  Generic
shareholders.

Brocker will be indemnified by the shareholders of Generic from any liability of
Generic,  whether  contingent  or not  relating  to or  arising  out of any act,
omission,  obligation, or circumstance undertaken by or imposed on Generic prior
to the



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settlement  date which has not been disclosed to the purchaser prior to the date
of the signing of this agreement.

The Vendors will  procure and maintain for the period at the Vendor's  cost from
acquisition  through to final settlement,  or some other period as determined by
Brocker's   nominated  Insurers,   Representations   and  Warranties   Liability
Insurance.

Brocker will be consulted on all matters of material interest,  which affect the
company, prior to acquisition. this includes expenditure on all items of capital
expenditure and general expenses above $20, 000.

Both parties will keep this information confidential.  a press announcement will
occur in Canada and the US, once the heads of agreement  is signed,  stipulating
that Brocker has entered into a heads of agreements with Generic,  however there
will not be general disclosure until the formal contract is signed.

this heads of agreement is subject to the approval of :

o    the Toronto Stock Exchange
o    US SEC
o    board approval by Brocker
o    any other regulatory authority in New Zealand, Canada or the US.

by 18 August, 2000, or an agreed date.

The parties agree with the terms and conditions, by their respective signatures


/s/ Michael Brian Ridgway
--------------------------------------------------------------
For and on behalf of Brocker Technology Group Limited
Michael Brian Ridgway

/s/ [ILLEGIBLE]
--------------------------------------------------------------
For and on behalf of Generic Technology Limited Shareholders

/s/ [ILLEGIBLE]
--------------------------------------------------------------
For and on behalf of Generic Technology Limited Shareholders



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/s/ [ILLEGIBLE]
--------------------------------------------------------------
For and on behalf of Generic Technology Limited Shareholders