<PAGE>

RISK FACTORS

An  investment  in  the  common  stock  of the Company is highly speculative and
subject  to  a  high degree of risk. Only those persons who can bear the risk of
the  entire  loss  of  their  investment should participate.  An investor should
carefully  consider  the  risks  described  below, the other information in this
Annual Report on Form 10-KSB and the information with the Company's filings with
the  Securities  and  Exchange Commission before investing.  The risks described
below  are  not  the  only ones faced.  Additional risks that we are aware of or
that  we  currently  believe  are  immaterial  may become important factors that
affect  our  business.  If any of the following risks occur, or if others occur,
our  business,  operating  results  and  financial  condition could be seriously
harmed  and  the  investor  may  lose  all  of  their  investment.

If we are not able to secure future financings, then we may not be able to carry
out  our  business  plan  for  the  expansion  of  Icoworks.

Our business plan calls for the increased expansion of the business of Icoworks.
We  will be required to raise substantial funds in order to fund this expansion.
There  is  no  assurance  that  we  will  be  able to raise the additional funds
required.  In  addition,  future  capital  financings  may result in dilution to
current  holders  of  our common stock and may require the issuance of preferred
stock  that have rights and priority to our common stock.  There is no assurance
that  financings will be available to us on terms that are attractive to us.  In
the  event  that  we  are  unable to secure additional financing, then we may be
forced  to  scale  back the business plan of Icoworks and to reduce the business
activities  of Icoworks.  These measures could impact on the ability of Icoworks
to  achieve  profitability.

As the Icoworks merger is subject to approval of the shareholders of the Company
and  Icoworks,  there  is  no  assurance  that  this  merger  will  proceed.

We  have agreed to merge with Icoworks.  Upon completion of this merger, we will
issue  approximately  5,814,236 additional shares of our common stock to acquire
the  additional  44%  interest  in Icoworks that we do not own.  In addition, we
anticipate  that we will grant options and share purchase warrants to the option
and  warrant  holders of Icoworks.  The issuance of these securities will result
in  dilution to the holders of our common stock.  There is no assurance that our
shareholders  and  Icoworks  will  each approve these mergers.  In addition, the
merger  will  be  subject  to  dissent and appraisal rights in favor of both the
shareholders  of  the  Company  and  Icoworks.  If a substantial number of these
shareholders exercise their dissent rights, then we may be forced to abandon the
merger  due  to  the  high  cost  of  purchasing  the  shares  of the dissenting
shareholders.

If  the  expansion  strategy of Icoworks is not successful, then the Company may
not  achieve  profitability.

Our business plan involves the expansion of the traditional markets of Icoworks,
the  introduction  of  new  technology  to  Icoworks'  auction  business and the
entering  into  of  "bought  deals",  subject  to  our  achieving  the necessary
financing.  In  the  event that these expansion strategies are not successful in
generating  revenues that exceed the costs of the expansions, then Icoworks will
not  generate  sufficient  revenues  for  us  to achieve profitability.  In this
event,  our  business  and  financial  condition  will  be  adversely  impacted.

If  Icoworks'  customers do not accept the introduction of new technology to the
traditional  auction  process,  then  our profitability and the profitability of
Icoworks  will  be  adversely  impacted.

Icoworks  plans to continue to integrate technology into its traditional auction
business.  Examples  include  incorporating  state  of the art auction software,
online auction participation and online auctions into the auction business.  The
objective  of  these  strategies  is  to increase the efficiency


<PAGE>

of  the  Icoworks  auctions by expanding the number of potential bidders. If the
strategy  is  not  successful,  then  Icoworks  may  not  be able to recover its
investment  in  these  new  technologies  with  the result that our business and
financial  condition  would  adversely  impacted.

If  the acquisition of strategy of Icoworks is not successful, then our business
and  financial  condition  and  the business and financial condition of Icoworks
will  be  adversely  impacted.

Icoworks'  plans  on acquiring traditional auction businesses in order to expand
the  geographic scope of its business.  This strategy is part of an overall plan
to  increase  the  number of bidders for equipment offered for sale by Icoworks.
The  acquisition  of  new  businesses is subject to various risks, including the
ability of Icoworks to integrate these new businesses into its current business,
the  presence  of  competitors in new markets, the ability of Icoworks to retain
personnel  from  businesses  that are acquired and the ability of newly acquired
businesses  to  generate  adequate  revenues.  If  Icoworks  is  not  able  to
successfully integrate new businesses into its current business, or if these new
businesses  are  not  successful  independently, then the business and financial
condition  of  Icoworks,  and consequently our business and financial condition,
would  be  adversely  affected.

There  is  no assurance that Icoworks will be successful in expanding its market
beyond  its  traditional  territory.

The business of Icoworks was founded and is currently based in Calgary, Alberta,
Canada.  The  Company's  base in this market is built on its years of experience
in this market and the experience of the Company's key employees in this market.
As  Icoworks  expands  the  geographic  scope  of  its  operations,  there is no
assurance that it will be able to translate its experience and the experience of
its  key employees to new markets.  The business formula employed by Icoworks in
its  current  markets may not prove to be successful in new territories due to a
variety  of  factors,  including  different  business  environments,  different
equipment  markets  and  the  presence  of  competitors  in new markets.  If the
business  strategy  used by Icoworks to date is not successful in new geographic
markets, then the business and financial condition of Icoworks, and consequently
our  business  and  financial  condition,  will  be  adversely  impacted.

If  Icoworks  is  not  successful  in  attracting  additional personnel with the
necessary  experience,  Icoworks may not be successful in its expansion efforts.

In order to employ its business expansion strategy, Icoworks will be required to
hire new employees that have expertise in the auction industry and that are able
to  enable  us  to  implement  our  business  strategy for Icoworks. There is no
assurance  that  Icoworks  will  be  able  to  hire  new employees that have the
necessary  experience  and  qualifications.  In  addition,  management  may have
difficulty  in  training  and  retaining  personnel  in  different  geographic
locations.  There is no assurance that the persons hired by Icoworks will enable
us  to  achieve  the  Icoworks'  expansion  strategy.

If  the  customers  and  bidders  of  Icoworks do not accept new auction formats
introduced  by  Icoworks, then the business and financial condition of Icoworks,
and  consequently  our  business  and  financial  condition,  will  be adversely
impacted.

Icoworks  plans  on  introducing  new  technologies  to  its traditional auction
process.  These  new  technologies  include online auctions, such as auctions on
Icoworks'  e-Bay  store,  and online participation in live auctions, such as the
services  offered by Icoworks in conjunction with BidSpotter.com.  The objective
behind  these new formats it to broaden the base of bidders that view and bid on
the  equipment  offered  by  Icoworks  on behalf of its customers.  If these new
formats  are  not accepted, then Icoworks may not be able to recover the cost of
its  time and investment in these new formats, with the result that the business
and financial condition of Icoworks, and consequently our business and financial
condition,  may  be  adversely  impacted.


<PAGE>

If  Icoworks  enters  into bought deals, then the capital of Icoworks will be at
risk.

Icoworks  plans  to enter into bought deals whereby the capital of Icoworks will
be placed at risk due to the requirement that Icoworks purchase the equipment to
be auctioned.  The success of this business venture will be largely based on the
ability  of  Icoworks  to  successfully appraise and value equipment offered for
sale, to be able to enter into attractive purchase agreements from customers and
to  resell  the purchased equipment at prices which generate a successful return
on  investment  for Icoworks.  The inability of Icoworks to achieve any of these
objectives  could  result in Icoworks in losing money on "bought deal" auctions.
In this case, the capital of Icoworks, and consequently our capital, would be at
risk.  This  risk  is  a significantly greater risk that the traditional auction
process  where  Icoworks  earns  revenues  on  a  commission  basis.

If  Icoworks  loses  any  of  its key employees, then its business and financial
condition  could  be  adversely  impacted.

The success of Icoworks is largely dependent on its key employees, including Mr.
Bill Wigley, Mr. Darrell McGrath and Graham Douglas.  Mr. Wigley and Mr. McGrath
joined Icoworks through business acquisitions.  Mr. Douglas has been involved in
funding  Icoworks  since the acquisition of Icoworks Services Ltd.  In the event
that  either  of  these  individuals  leaves  Icoworks  for any reason, then the
ability  of Icoworks to continue the acquired businesses, to retain the business
goodwill  of  Icoworks  and  to  achieve profitable operations will be adversely
impacted.

As Icoworks implements its business strategy, then its reliance on third parties
will  increase.

Various  components of the business strategy of Icoworks require the outsourcing
of  certain  services  to  third  parties.  Examples  include the integration of
computer  technologies, the hosting of online auctions by e-Bay and the offering
of  online  auctions by BidSpotter.com. To the extent that these parties are not
able  to deliver the services required by Icoworks, then the ability of Icoworks
to  satisfy  its  customers and to operate profitably may be adversely affected.

Competition  may  adversely  impact  on  the  ability  of  Icoworks  to  achieve
profitability  and  to  achieve  its  expansion  strategy.

Icoworks  is  currently  subject  to  competition  in  its  traditional markets.
Competitors  include  direct  competitors,  such as competing auction houses and
indirect  competitors,  such  as  equipment  manufacturers,  rental  companies,
distributors  and dealers that sell new or used products.  The principal factors
in  the industrial equipment market are reputation, customer service, commission
amounts,  transaction structure, real time information access and the ability to
attract the bidders of products that are necessary to generate the best possible
prices  for  products.  The  inability  of  Icoworks  to compete on any of these
factors with competitors in its traditional markets will impact adversely on the
business  of  Icoworks.  In  addition,  Icoworks  will  have to compete on these
factors  in new markets in the event that it expands into new geographic markets
as  it  completes  its  business  strategy.

Icoworks  will compete against competitors that have greater financial resources
and  greater  customer  recognition  as  it  enters  new  markets.  There  is no
assurance  that  Icoworks  will  be  able  to  acquire  market  share from these
competitors  as  it  attempts  to  expands  its  geographic  scope.

Icoworks  will  encounter competition on the online market from competitors that
are  focused on Internet auctions.  In addition, new companies that have focused
their traditional businesses on Internet auctions may expand their businesses to
include traditional auction processes that compete with the auctions provided by
Icoworks.


<PAGE>

A  purchase  of  our  common  stock is speculative and purchasers may lose their
entire  investment.

A  purchase  of  our  common  stock  is  significantly  speculative and involves
significant  risks.  Our  common stock should not be purchased by any person who
cannot  afford  the loss of his or her entire purchase price.  A purchase of our
common  stock  would be unsuitable for a person who cannot afford to lose his or
her  entire  purchase  price.   Our  business  objectives  must  be  considered
speculative  and  there  is  no assurance that we will satisfy those objectives.
For  these  reasons, each prospective purchaser should read our filings with the
Securities and Exchange Commission, including this Annual Report on Form 10-KSB,
in  its  entirety  and  should  consult with their attorney, business advisor or
investment  advisor.

Icoworks  has  entered into joint venture agreements with joint venture partners
and  its  subsidiary,  Icoworks  Joint  Ventures  Inc.

Under the terms of the joint venture agreement, the joint venture investors have
agreed  to  advance an aggregate total of $1,200,000 CDN (equal to approximately
$800,000  US) to date.  Additional funds may be advanced by future joint venture
investors.  Icoworks  has guaranteed a return of 15% per annum on the investment
of  the  joint  venture  investors.  If  the  bought  deals  purchase and resale
strategy  of the joint venture is not successful in generating cash necessary to
pay  the  minimum  return,  then  Icoworks will have to pay any shortfall to the
joint  venture  investors.  Failure  of  the  joint  venture  to  generate  the
anticipated  profits will cause the business and financial condition of Icoworks
to  be  adversely  affected.

FOR  ALL  OF THE AFORESAID REASONS AND OTHERS SET-FORTH IN THIS ANNUAL REPORT ON
FORM  10-KSB,  AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
ANY PERSON CONSIDERING THE PURCHASE OF OUR COMMON STOCK SHOULD BE AWARE OF THESE
AND  OTHER  FACTORS  SET-FORTH  IN  THIS ANNUAL REPORT ON FORM 10-KSB AND SHOULD
CONSULT  WITH  HIS/HER  LEGAL,  TAX  AND  FINANCIAL  ADVISORS PRIOR TO MAKING AN
INVESTMENT  IN  THE COMPANY.  OUR SHARES SHOULD ONLY BE PURCHASED BY PERSONS WHO
CAN  AFFORD  TO  LOSE  ALL  OF  THEIR  TOTAL  INVESTMENT.