AMENDED STOCK OPTION PLAN

OF

WCOLLECT.COM , INC.

A Florida Corporation

MAY 28, 1999

AMENDED STOCK OPTION PLAN OF
WCOLLECT.COM, INC.

TABLE OF CONTENTS

PURPOSE OF THE PLAN ..........................................   1

TYPES OF STOCK OPTIONS .......................................   1

DEFINITIONS ..................................................   1

ADMINISTRATION OF THE PLAN ...................................   2

GRANT OF OPTIONS .............................................   3

STOCK SUBJECT TO PLAN ........................................   3

TERMS AND CONDITIONS OF OPTIONS ..............................   3

TERMINATION OR AMENDMENT OF THE PLAN .........................   8

INDEMNIFICATION ..............................................   8

EFFECTIVE DATE AND TERM OF THE PLAN ..........................   9

STOCK OPTION PLAN OF
WCOLLECT.COM, INC.

1. PURPOSE OF THE PLAN

The purpose of this Plan is to strengthen WCollect.Com, Inc. (hereinafter the "Company") by providing incentive stock options as a means to attract, retain and motivate key corporate personnel, through ownership of stock of the Company, and to attract individuals of outstanding ability to render services to and enter the employment of the Company or its subsidiaries.

2. TYPES OF STOCK OPTIONS

There shall be two types of Stock Options (referred to herein as "Options" without distinction between such different types) that may be granted under this Plan: (1) Options intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code ("Qualified Stock Options"), and (2) Options not specifically authorized or qualified for favorable income tax treatment under the Internal Revenue Code ("Non-Qualified Stock Options").

3. DEFINITIONS

The following definitions are applicable to the Plan:

(a) Board. The Board of Directors of the Company.

(b) Code. The Internal Revenue Code of 1986, as amended from time to time.

(c) Common Stock. The shares of Common Stock of the Company.

(d) Company. WCollect.Com, Inc., a Florida corporation.

(e) Consultant. An individual or entity that renders professional services to the Company as an independent contractor and is not an employee or under the direct supervision and control of the Company.

(f) Disabled or Disability. For the purposes of Section 7, a disability of the type defined in Section 22(e)(3) of the Code. The determination of whether an individual is Disabled or has a Disability is determined under procedures established by the Plan Administrator for purposes of the Plan.

(g) Fair Market Value. For purposes of the Plan, the "fair market value" per share of Common Stock of the Company at any date shall be: (a) if the Common Stock is listed on an established stock exchange or exchanges or

the NASDAQ National Market, the closing price per share on the last trading day immediately preceding such date on the principal exchange on which it is traded or as reported by NASDAQ; or (b) if the Common Stock is not then listed on an exchange or the NASDAQ National Market, but is quoted on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or the National Quotation Bureau pink sheets, the average of the closing bid and asked prices per share for the Common Stock as quoted by NASDAQ or the National Quotation Bureau, as the case may be, on the last trading day immediately preceding such date; or (c) if the Common Stock is not then listed on an exchange or the NASDAQ National Market, or quoted by NASDAQ or the National Quotation Bureau, an amount determined in good faith by the Plan Administrator.

(h) Incentive Stock Option. Any Stock Option intended to be and designated as an "incentive stock option" within the meaning of Section 422 of the Code.

(i) Non-Qualified Stock Option. Any Stock Option that is not an Incentive Stock Option.

(j) Optionee. The recipient of a Stock Option.

(k) Plan Administrator. The board or the Committee designated by the Board pursuant to Section 4 to administer and interpret the terms of the Plan.

(l) Stock Option. Any option to purchase shares of Common Stock granted pursuant to Section 7.

4. ADMINISTRATION OF THE PLAN

This Plan shall be administered by a Compensation Committee (hereinafter the "Committee" or "Plan Administrator") composed of members selected by, and serving at the pleasure of, the Board of Directors. Subject to the provisions of the Plan, the Plan Administrator shall have authority to construe and interpret the Plan, to promulgate, amend, and rescind rules and regulations relating to its administration, to select, from time to time, among the eligible employees and non-employee consultants (as determined pursuant to Section 5) of the Company and its subsidiaries those employees and consultants to whom Stock Options will be granted, to determine the duration and manner of the grant of the Options, to determine the exercise price, the number of shares and other terms covered by the Stock Options, to determine the duration and purpose of leaves of absence which may be granted to Stock Option holders without constituting termination of their employment for purposes of the Plan, and to make all of the determinations necessary or advisable for administration of the Plan. The interpretation and construction by the Plan Administrator of any provision of the Plan, or of any agreement issued and executed under the Plan, shall be final and binding upon all parties. No member of the Committee or Board shall be liable for any action or determination undertaken or made in good faith with respect to the Plan or any agreement executed pursuant to the Plan.

All of the members of the Committee shall be persons who, in the opinion of counsel to the Company, are outside directors and "non-employee directors" within the meaning of Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission. From time to time, the Board may increase or decrease the size of the Committee, and add additional members to, or remove members from, the Committee. The Committee shall act pursuant to a majority vote, or the written consent of a majority of its members, and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the provisions of the Plan and the directions of the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may deem advisable.

At the option of the Board, the entire Board of Directors of the Company may act as the Plan Administrator during such periods of time as all members of the Board are "outside directors" as defined in Prop. Treas. Regs. 1.162-27(e)(3), except that this requirement shall not apply during any period of time prior to the date the Company's Common Stock becomes registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

5. GRANT OF OPTIONS

The Company is hereby authorized to grant Incentive Stock Options as defined in section 422 of the Code to any employee or director (including any officer or director who is an employee) of the Company, or of any of its subsidiaries; provided, however, that no person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any of its parent or subsidiary corporations, shall be eligible to receive an Incentive Stock Option under the Plan unless at the time such Incentive Stock Option is granted the Option price is at least 110% of the fair market value of the shares subject to the Option, and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted.

An employee may receive more than one Option under the Plan. Non-Employee Directors shall be eligible to receive Non-Qualified Stock Options in the discretion of the Plan Administrator. In addition, Non-Qualified Stock Options may be granted to Consultants who are selected by the Plan Administrator.

6. STOCK SUBJECT TO PLAN

The stock available for grant of Options under the Plan shall be shares of the Company's authorized but unissued, or reacquired, Common Stock. The maximum number of shares issuable at any time pursuant to the exercise of outstanding Options granted under the Plan, as amended, shall not exceed the greater of 15% of the issued and outstanding shares of the Company, measured at the Company's most recent balance sheet date (subject to adjustment as provided herein). The maximum number of Options granted pursuant to the Plan during any consecutive twelve month period will not exceed the number of options permitted to be granted by Rule 701 of the Securities Act of 1933, provided that this limitation will cease upon the Company becoming a reporting issuer

under the United States Securities Exchange Act of 1934. The maximum number of shares for which an Option may be granted to any Optionee during any calendar year shall not exceed two percent (2%) of the issued and outstanding common shares of the Company. In the event that any outstanding Option under the Plan for any reason expires or is terminated, the shares of Common Stock allocable to the unexercised portion of the Option shall again be available for Options under the Plan as if no Option had been granted with regard to such shares.

7. TERMS AND CONDITIONS OF OPTIONS

Options granted under the Plan shall be evidenced by agreements (which need not be identical) in such form and containing such provisions that are consistent with the Plan as the Plan Administrator shall from time to time approve. Such agreements may incorporate all or any of the terms hereof by reference and shall comply with and be subject to the following terms and conditions:

(a) Number of Shares. Each Option agreement shall specify the number of shares subject to the Option.

(b) Option Price. The purchase price for the shares subject to any Option shall be determined by the Plan Administrator at the time of the grant, but shall not be less than 85% of Fair Market Value per share. Anything to the contrary notwithstanding, the purchase price for the shares subject to any Incentive Stock Option shall not be less than 100% of the Fair Market Value of the shares of Common Stock of the Company on the date the Stock Option is granted. In the case of any Option granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any of its parent or subsidiary corporations, the Option price shall not be less than 110% of the Fair Market Value per share of the Common Stock of the Company on the date the Option is granted. For purposes of determining the stock ownership of an employee, the attribution rules of Section 424(d) of the Code shall apply.

(c) Notice and Payment. Any exercisable portion of a Stock Option may be exercised only by: (a) delivery of a written notice to the Company prior to the time when such Stock Option becomes unexercisable herein, stating the number of shares bring purchased and complying with all applicable rules established by the Plan Administrator;
(b) payment in full of the exercise price of such Option by, as applicable, delivery of: (i) cash or check for an amount equal to the aggregate Stock Option exercise price for the number of shares being purchased, (ii) in the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, a copy of instructions to a broker directing such broker to sell the Common Stock for which such Option is exercised, and to remit to the Company the aggregate exercise price of such Stock Option (a "cashless exercise"), or (iii) in the discretion of the Plan Administrator, upon such terms as the Plan

Administrator shall approve, shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Stock Option or portion is thereby exercised (a "stock-for-stock exercise"); (c) payment of the amount of tax required to be withheld (if any) by the Company, or any parent or subsidiary corporation as a result of the exercise of a Stock Option. At the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, the Optionee may pay all or a portion of the tax withholding by: (i) cash or check payable to the Company, (ii) a cashless exercise, (iii) a stock-for-stock exercise, or (iv) a combination of one or more of the foregoing payment rnethods; and (d) delivery of a written notice to the Company requesting that the Company direct the transfer agent to issue to the Optionee (or his designee) a certificate for the number of shares of Common Stock for which the Option was exercised or, in the case of a cashless exercise, for any shares that were not sold in the cashless exercise. Notwithstanding the foregoing, the Company, in its sole discretion, may extend and maintain, or arrange for the extension and maintenance of credit to any Optionee to finance the Optionee's purchase of shares pursuant to the exercise of any Stock Option, on such terms as may be approved by the Plan Administrator, subject to applicable regulations of the Federal Reserve Board and any other laws or regulations in effect at the time such credit is extended.

(d) Terms of Option. No Option shall be exercisable after the expiration of the earliest of: (a) ten years after the date the Option is granted, (b) three Months after the date the Optionee's employment with the Company and its subsidiaries terminates, or a Non-Employee Director or Consultant ceases to provide services to the Company, if such termination or cessation is for any reason other than Disability or death, (c) one year after the date the Optionee's employment with the Company, and its subsidiaries, terminates, or a Non-Employee Director or Consultant ceases to provide services to the Company, if such termination or cessation is a result of death or Disability; provided, however, that the Option agreement for any Option may provide for shorter periods in each of the foregoing instances. In the case of an Incentive Stock Option granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any of its parent or subsidiary corporations, the term set forth in (a) above shall not be more than five years after the date the Option is granted.

(e) Exercise of an Option. No Option shall be exercisable during the lifetime of an Optionee by any person other than the Optionee. Subject to the foregoing, the Plan Administrator shall have the power to set the time or times within which each Option shall vest or be exercisable and to accelerate the time or times of vesting and exercise; provided, however each Option

shall provide the right to exercise at the rate of at least 20% per year over five years from the date the Option is granted. Unless otherwise provided by the Plan Administrator, each Option granted under the Plan shall become exercisable on a cumulative basis as to one-third (1/3) of the total number of shares covered thereby at any time after one year from the date the Option is granted and an additional one-third (1/3) of such total number of shares at any time after the end of each consecutive one-year period thereafter until the Option has become exercisable as to all of such total number of shares. To the extent that an Optionee has the right to exercise an Option and purchase shares pursuant hereto, the Option may be exercised from time to time by written notice to the Company, stating the number of shares being purchased and accompanied by payment in full of the exercise price for such shares.

(f) No Transfer of Option. No Option shall be transferable by an Optionee otherwise than by will or the laws of descent and distribution.

(g) Limit on Incentive Stock Option. The aggregate Fair Market Value (determined at the time the Option is granted) of the stock with respect to which an Incentive Stock Option is granted and exercisable for the first time by an Optionee during any calendar year (under all Incentive Stock Option plans of the Company and its subsidiaries) shall not exceed $100,000. To the extent the aggregate Fair Market Value (determined at the time the Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year (under all Incentive Stock Option plans of the Company and any parent or subsidiary corporations) exceeds $100,000, such Stock Options shall be treated as Non-Qualified Stock Options. The determination of which Stock Options shall be treated as Non-Qualified Stock Options shall be made by taking Stock Options into account in the Order in which they were granted.

(h) Restriction on Issuance of Shares. The issuance of Options and shares shall be subject to compliance with all of the applicable requirements of law with respect to the issuance and sale of securities, including, without limitation, any required qualification under state securities laws. If an Optionee acquires shares of Common Stock pursuant to the exercise of an Option, the Plan Administrator, in its sole discretion, may require as a condition of issuance of shares covered by the Option that the shares of Common Stock be subject to restrictions on transfer. The Company may place a legend on the share certificates reflecting the fact that they are subject to restrictions on transfer pursuant to the terms of this Section. In addition, the Optionee may be required to execute a buy-sell agreement in favor of the Company or its designee with respect to all or any of the shares so acquired. In such event, the terms of any such agreement shall apply to the optioned shares.

(i) Investment Representation. Any Optionee may be required, as a condition of issuance of shares covered by his or her Option, to represent that the shares to be acquired pursuant to exercise will be acquired for investment and without a view toward distribution thereof, and in such case, the Company may place a legend on the share certificate(s) evidencing the fact that they were acquired for investment and cannot be sold or transferred unless registered under the Securities Act of 1933, as amended, or unless counsel for the Company is satisfied that the circumstances of the proposed transfer do not require such registration.

(j) Rights as a Shareholder or Employee. An Optionee or transferee of an Option shall have no right as a stockholder of the Company with respect to any shares covered by any Option until the date of the issuance of a share certificate for such shares. No adjustment shall be made for dividends (Ordinary or extraordinary, whether cash, securities, or other property), or distributions or other rights for which the record date is prior to the date such share certificate is issued, except as provided in paragraph (m) below. Nothing in the Plan or in any Option agreement shall confer upon any employee any right to continue in the employ of the Company or any of its subsidiaries or interfere in any way with any right of the Company or any subsidiary to terminate the Optionee's employment at any time.

(k) No Fractional Shares. In no event shall the Company be required to issue fractional shares upon the exercise of an Option.

(l) Exercise in the Event of Death. In the event of the death of the Optionee, any Option or unexercised portion thereof granted to the Optionee, to the extent exercisable by him or her on the date of death, may be exercised by the Optionee's personal representatives, heirs, or legatees subject to the provisions of paragraph
(d) above.

(m) Recapitalization or Reorganization of the Company. Except as otherwise provided herein, appropriate and proportionate adjustments shall be made (1) in the number and class of shares subject to the Plan, (2) to the Option rights granted under the Plan, and (3) in the exercise price of such Option rights, in the event that the number of shares of Common Stock of the Company are increased or decreased as a result of a stock dividend (but only on Common Stock), stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, separation, or like change in the corporate or capital structure of the Company. In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of the Company, or any stock or other securities into which such common stock shall have been changed, or for which it shall have been exchanged, whether by reason of a complete liquidation of the Company or a merger, reorganization, or consolidation with any other corporation in which

the Company is not the surviving corporation, or the Company becomes a wholly-owned subsidiary of another corporation, then if the Plan Administrator shall, in its sole discretion, determine that such change equitably requires an adjustment to shares of Common Stock currently subject to Options under the Plan, or to prices or terms of outstanding Options, such adjustment shall be made in accordance with such determination.

To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustment shall be made by the Plan Administrator, the determination of which in that respect shall be final, binding, and conclusive. No right to purchase fractional shares shall result from any adjustment of Options pursuant to this Section. In case of any such adjustment, the shares subject to the Option shall he rounded down to the nearest whole share. Notice of any adjustment shall be given by the Company to each Optionee whose Options shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan.

In the event of a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other corporation in which the Company is not the surviving corporation, or the Company becomes a wholly-owned subsidiary of another corporation, any unexercised Options granted under the Plan shall be deemed cancelled unless the surviving corporation in any such merger, reorganization, or consolidation elects to assume the Options under the Plan or to issue substitute Options in place thereof; provided, however, that notwithstanding the foregoing, if such Options would be cancelled in accordance with the foregoing, the Optionee shall have the right exercisable during a ten-day period ending on the fifth day prior to such liquidation, merger, or consolidation to exercise such Option in whole or in part without regard to any installment exercise provisions in the Option agreement.

(n) Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of the Plan, the Plan Administrator may modify, extend or renew outstanding options granted under the Plan and accept the surrender of outstanding Options (to the extent not theretofore exercised). The Plan Administrator shall not, however, without the approval of the Board, modify any outstanding Incentive Stock Option in any manner that would cause the Option not to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code. Notwithstanding the foregoing. no modification of an Option shall, without the consent of the Optionee, alter or impair any rights of the Optionee under the Option.

(o) Other Provisions. Each Option may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Plan Administrator.

8. TERMINATION OR AMENDMENT OF THE PLAN

The Board may at any time terminate or amend the Plan; provided that, without approval of the holders of a majority of the shares of Common Stock of the Company represented and voting at a duly held meeting at which a quorum is present or the written consent of a majority of the outstanding shares of Common Stock, there shall be (except by operation of the provisions of paragraph (m) above) no increase in the total number of shares covered by the Plan, no change in the class of persons eligible to receive options granted under the Plan, no reduction in the exercise price of Options granted under the Plan, and no extension of the latest date upon which Options may be exercised; and provided further that, without the consent of the Optionee, no amendment may adversely affect any then outstanding Option or any unexercised portion thereof.

9. INDEMNIFICATION

In addition to such other rights of indemnification as they may have as members of the Board Committee that administers the Plan, the members of the Plan Administrator shall be indemnified by the Company against reasonable expense, including attorney's fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein to which they, or any of them, may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against any and all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company). In addition, such members shall be indemnified by the Company for any amount paid by them in satisfaction of a judgment in any action, suit, or proceeding, except in relation to matters as to which it shall have been adjudged that such member is liable for negligence or misconduct in the performance of his or her duties, provided however that within 60 days after institution of any such action, suit, or proceeding, the member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

10. EFFECTIVE DATE AND TERM OF THE PLAN

This Plan shall become effective (the "Effective Date") on the date of adoption by the board of directors. Options granted under the Plan prior to shareholder approval are subject to cancellation by the Plan Administrator if shareholder approval is not obtained within 12 months of the date of adoption. Unless sooner terminated by the Board in its sole discretion, this Plan will expire on January 31, 2009.

IN WITNESS WHEREOF, the Company by its duly authorized officer, has caused this Plan to be executed as of the 28th day of May, 1999.

WCOLLECT.COM, INC.

\s\ Stewart Irvine
_____________________________________
By:     Stewart Irvine
Its:    President

February 1, 1999

MINDCORP, LLC
a Nevada Limited Liability Company

- and to -

MR. STEWART IRVINE
1324 25th Street
West Vancouver, British Columbia
V7V 4J3

Dear Sirs:

We write to set out the offer of the Company to you, as the sole member of MindCorp (the "Member") to acquire all of the membership interest of MindCorp.

This offer is on the terms and is subject to the conditions set forth in this letter. If this offer is acceptable, we ask that you indicate your agreement by signing this letter where indicated below, completing the required information and returning an executed copy to us. This offer is open for acceptance until 12:00 p.m. (Pacific Time) on February 1, 1999 (the "Expiry Time"), at which time this offer will terminate unless extended in writing.

The Company's offer is as follows:

The Company offers to purchase from the Member all of the membership interest of MindCorp (the "Membership Interest") on the terms and subject to the conditions set forth in this offer.

Upon acceptance, the Company will issue to the Member 2,375,000 common shares of the Company (each a "Company Share" and together, the "Company Shares") in consideration for the Membership Interest.

The Member acknowledges and agrees that the Company Shares are being issued pursuant to available exemptions from the prospectus and registration requirements of each of the Securities Act (British Columbia) and the United States Securities Act of 1933.
The Member agrees to abide by all applicable resale restrictions and hold periods imposed by such statutes.

All shares certificates representing the Company Shares will be endorsed with the following legend pursuant to the United States Securities Act of 1933 and the British Columbia Securities Act:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THE SECURITIES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED BY THE SECURITIES ACT BRITISH COLUMBIA) AND THE REGULATIONS MADE UNDER THE ACT.

The Member acknowledges that the Company may issue prior to the Closing Date a total of up to 4,000,000 common shares at a price of $0.08 per share for proceeds of $320,000 US. The Member acknowledges and agrees that the Company may issue prior to the Closing Date up to 680,000 common shares at a price of $1.00 US per share for proceeds of up to $680,000. The Member consents to these issuances of shares which may be completed prior to or after Closing, and agrees the Company has no obligation to complete these share issuances.

The Member consents to the change of the name of the Company from "HHHP, Inc." to WCollect.Com Corp.", which name change may be completed prior to the Closing Date.

The date of the closing of the purchase and sale of the Membership Interest will be the 16th day of February, 1999 (the "Closing Date").

The Company's purchase will be based on the joint and several representations and warranties by MindCorp and the Member that:

(A) MindCorp is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of Nevada;

(B) the Membership Interest is owned by the Member are owned free and clear of all liens, charges, encumbrances and security interests;

(C) the Member is the sole member of MindCorp.;

(D) MindCorp has no indebtedness, debt or other liability to the Member;

(E) the Member is the sole officer and director of MindCorp;

(F) no person has any option, warrant or other right to acquire any membership interest in or assets of MindCorp;

(G) MindCorp is the owner of all assets required for the conduct of its business as disclosed in its financial statements, in its business plan and as represented to the Company. The Member is not the owner of any assets used by MindCorp in the conduct of its business or necessary for the completion of the business plan of MindCorp;

(H) the liabilities and indebtedness of MindCorp do not exceed the amount set forth in the Financial Statements and there will not be any increase in such liabilities prior to the Closing Date other than in the ordinary

course of business;

(I)     all assets of MindCorp are owned by MindCorp free and
clear of all liens, charges and  other financial
encumbrances;

(J) the books and records of MindCorp fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of MindCorp as at the date hereof, and all material financial transactions of MindCorp relating to its business have been accurately recorded in such books and records;

(K) the balance sheet of MindCorp as at @, 1999 and the income statement of MindCorp for the period from @, 1998 to @, 1999 (the "Financial Statements") as attached hereto, present fairly and correctly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of MindCorp as at the date

thereof and there will not be, prior to the Closing Date, any increase in such liabilities or other material change other than in the ordinary course of business;

(L) the business of MindCorp has been carried on in the ordinary and normal course by MindCorp since the date of financial statements;

(M) MindCorp is not in material default or breach of any agreements to which it is a party and there exists no state of facts which after notice or lapse of time or both which would constitute a default or breach of any such agreements;

(N) there are no actions, suits or proceedings pending or threatened against or affecting MindCorp and the Member is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(O) MindCorp owns all intellectual property, including patents, trademarks, copyrights and confidential information, as required to conduct its business in accordance with its business plan and promotional material.

The Company represents and warrants to the Member that:

(A) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida;

(B) upon issue, the Company Shares will be fully paid and non-assessable shares in the capital of the Company;

(C) the authorized capital of the Company consists of 50,000,000 shares of common stock, par value of $0.001 per share (the "Common Stock"), of which 1,000,000 shares of Common Stock have been issued and are outstanding as of the date of this Agreement;

(D) no person has any option, warrant or other right to acquire any shares of the Company, except as disclosed in this Agreement;

(E) the Company does not own any assets;

(F) the Company does not have any liabilities or indebtedness to any party;

(G) the Company is not party to any material agreements;

(H) there are no actions, suits or proceedings pending or threatened against or affecting the Company and the Company is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success

(I) the shares of Common Stock of the Company are traded on the NASD OTC Bulletin Board and the Company is in compliance with all applicable United States securities laws.

The Company's obligation to complete the purchase of the Membership Interest is subject to each of the following conditions:

(A) all representations and warranties of the Member will be true and correct in all material respects on the Closing Date;

(B) there shall have been no material adverse change to the business of MindCorp between the date of acceptance and the Closing Date;

(C) the Member will have made the deliveries contemplated in this offer on the Closing Date;

(D) all books, accounting records, legal documentation, financial statements, material contracts relating to MindCorp will have been delivered to the Company prior to or on the Closing Date.

The Member's obligation to complete the sale of the Membership Interest to the Company is subject to each of the following conditions:

(A) all representations and warranties of the Company will be true and correct in all material respects on the Closing Date;

(B) the Company will have made the deliveries contemplated in this offer on the Closing Date.

On the Closing Date, the Member will deliver to the Company:

(A) all executed documents and assignments necessary to transfer the Membership Interest held by the Member to the Company;

(B) written confirmation by the Member, in his individual capacity and as an officer of MindCorp, as to the truth and correctness of the representations and warranties of the Member as of the Closing Date;

(C) all other corporate resolutions, agreements, assignments, consents and documentation as deemed necessary by the Company's solicitors to give effect to the transactions contemplated by this agreement in accordance with accepted commercial practice.

On the Closing Date, the Company will deliver to each the Member the certificates representing the Company Shares to which the Member is entitled, with the legend contemplated by this Agreement endorsed upon the share certificates.

(A)  Directors

     Stewart Irvine

     Andrew Zucker

(B)  Officers                   Office
     --------                   ------

     Stewart Irvine             President

     Andrew Zucker              Secretary and Treasurer


9.      Acceptance
      ----------

If the Member wishes to accept this offer, the Member must:

(A) execute this offer where indicated below;

(B) complete all information;

(C) deliver a copy of the Member's acceptance to the Company by no later than 12:00 p.m. (Pacific Time) on February 1, 1999.

Yours truly,

HHHP, INC.
by its Authorized Signatory:

Per:    \s\ John Xinos
________________________
Director

MINDCORP, LLC
by its authorized signatory:

\s\ Stewart Irvine
____________________________
STEWART IRVINE, President

- and by -

\s\ Stewart Irvine
____________________________
STEWART IRVINE
in his personal capacity

February 18, 1999

ARTWORKS INTERNATIONAL CORP.
a Barbados International Business Company

- and to -

EACH OF THE SHAREHOLDERS OF
ARTWORKS INTERNATIONAL CORP.

Dear Sirs:

We write to set out the offer of the Company to each of you, as the holders of all of the issued and outstanding shares of Artworks (each a "Shareholder" and together the "Shareholders") to acquire all of the issued and outstanding shares of Artworks (the "Artworks Shares").

This offer is on the terms and is subject to the conditions set forth in this letter. If this offer is acceptable, we ask that you indicate your agreement by signing this letter where indicated below, completing the required information and returning an executed copy to us. This offer is open for acceptance until 12:00 p.m. (Pacific Time) on February 19, 1999 (the "Expiry Time"), at which time this offer will terminate unless extended in writing.
The offer is conditional upon acceptance by all of the Shareholders.

The Company's offer is as follows:

The Company offers to purchase from the Shareholders all of the Artworks Shares on the terms and subject to the conditions set forth in this offer.

Upon acceptance, the Company will issue to the Shareholders a total of 375,000 common shares of the Company (each a "Company Share" and together, the "Company Shares") in consideration for the Artworks Shares. The number of Company Shares issued to each Shareholder will equal the percentage interest of the Artworks Shares held by the Shareholder of the total Artworks Shares outstanding, multiplied by the total number of Company Shares to be issued, as more particularly set forth in Schedule A to this Agreement.

Each Shareholder acknowledges and agrees that the Company Shares are being issued pursuant to available exemptions from the prospectus and registration requirements of each of the Securities Act (British Columbia) and the United States Securities Act of 1933. Each Shareholder agrees to abide by all applicable resale restrictions and hold periods imposed by such statutes.

All shares certificates representing the Company Shares will be endorsed with the following legend pursuant to the United States Securities Act of 1933 and the British Columbia Securities Act:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THE SECURITIES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED BY THE SECURITIES ACT BRITISH COLUMBIA) AND THE REGULATIONS MADE UNDER THE ACT.

Each Shareholder acknowledges that the Company may issue prior to the Closing Date a total of up to 700,000 common shares at a price of $1.00 per share for proceeds of $700,000 US. Each Shareholder consents to these issuances of shares that may be completed prior to or after Closing, and agrees the Company has no obligation to complete these share issuances.

The date of the closing of the purchase and sale of the Artworks Shares will be the 19th day of February, 1999 (the "Closing Date").

The Company's purchase will be based on the joint and several representations and warranties by Artworks and each Shareholder, jointly and severally, which will survive closing, that:

(A) Artworks is a limited liability corporation duly organized, validly existing and in good standing under the laws of Barbados;

(B) the Artworks Shares are owned by each Shareholder free and clear of all liens, charges, encumbrances and security interests;

(C) the Shareholders are the sole shareholders of Artworks.;

(D) the Shareholder is a resident of the jurisdiction indicated on the execution page of this Agreement;

(E) except as set forth in Schedule B to this Agreement, Artworks has no indebtedness, debt or other liability to any Shareholder;

(F) the directors of Artworks consist of Stewart Irvine, Robin Hendry and John Meyers and the officers of Artworks consist of Stewart Irvine as President and Brian Hendry as Secretary;

(G) except as set forth in Schedule C to this Agreement, no person has any option, warrant or other right to acquire any shares of Artwork or any interest in the assets or property of Artworks;

(H) Artworks is the owner of all assets required for the conduct of its business as disclosed in its financial statements, in its business plan and as represented to the Company. The Shareholders are not the owners of any assets used by Artworks in the conduct of its business or necessary for the completion of the business plan of Artworks;

(I) the liabilities and indebtedness of Artworks do not exceed the amount set forth in the Financial Statements and there will not be any increase in such liabilities prior to the Closing Date other than in the ordinary course of business;

(J) except as provided for in Schedule D to this Agreement, all assets of Artworks are owned by Artworks free and clear of all liens, charges and other financial encumbrances;

(K) the books and records of Artworks fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the

financial position of Artworks as at the date hereof, and all material financial transactions of Artworks relating to its business have been accurately recorded in such books and records;

(L) the balance sheet of Artworks as at @, 1999 and the income statement of Artworks for the period from @, 1998 to @, 1999 (the "Financial Statements") as attached hereto, present fairly and correctly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Artworks as at the date thereof and there will not be, prior to the Closing Date, any increase in such liabilities or other material change other than in the ordinary course of business;

(M) the business of Artworks has been carried on in the ordinary and normal course by Artworks since the date of financial statements;

(N) except as disclosed in the schedules to this Agreement, Artworks is not in material default or breach of any agreements to which it is a party and there exists no state of facts which after notice or lapse of time or both which would constitute a default or breach of any such agreements;

(O) there are no actions, suits or proceedings pending or threatened against or affecting Artworks and the Shareholders are not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(P) Artworks owns all intellectual property, including patents, trademarks, copyrights and confidential information, as required to conduct its business in accordance with its business plan and promotional material.

The Company represents and warrants to the Shareholders that:

(A) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida;

(B) upon issue, the Company Shares will be fully paid and non-assessable shares in the capital of the Company;

(C) the authorized capital of the Company consists of 50,000,000 shares of common stock, par value of $0.001 per share (the "Common Stock"), of which 7,375,000 shares of Common Stock have been issued and are outstanding as of the date of this Agreement;

(D) with the exception of incentive stock options to purchase 800,000 shares of common stock of the Company granted to officers, directors, employees and consultants of the Company, no person has any option, warrant or other right to acquire any shares of the Company, except as disclosed in this Agreement;

(E) the Company entered into an agreement dated February 1, 1999 with Stewart Irvine and MindCorp, LLC whereby the Company agreed to acquire MindCorp from Irvine;

(F) the Company does not have any liabilities or indebtedness to any party, other than obligations occurred in connection with the acquisition of MindCorp;

(G) there are no actions, suits or proceedings pending or threatened against or affecting the Company and the Company is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success

(H) the shares of Common Stock of the Company are traded on the NASD OTC Bulletin Board and the Company is in compliance with all applicable United States securities laws.

The Company's obligation to complete the purchase of the Artworks Shares is subject to each of the following conditions:

(A) all representations and warranties of each Shareholder will be true and correct in all material respects on the Closing Date;

(B) there shall have been no material adverse change to the business of Artworks between the date of acceptance and the Closing Date;

(C) each Shareholder will have made the deliveries contemplated in this offer on the Closing Date;

(D) all books, accounting records, legal documentation, financial statements, material contracts relating to Artworks or authority over such books, accounting records, legal documentation, financial statements and material contracts will have been delivered to the Company prior to or on the Closing Date.

Each Shareholder's obligation to complete the sale of its Artworks Shares to the Company is subject to each of the following conditions:

(A) all representations and warranties of the Company will be true and correct in all material respects on the Closing Date;

(B) the Company will have made the deliveries contemplated in this offer on the Closing Date.

On the Closing Date, each Shareholder will deliver to the Company:

(A) all executed documents and assignments necessary to transfer the Artworks Shares held by the Shareholder to the Company;

(B) written confirmation by each Shareholder, in his individual, as to the truth and correctness of the representations and warranties of the Shareholder as of the Closing Date;

(C) a release, in the form attached hereto as Schedule E, executed by each of the Shareholders and Artworks;

(D) all other corporate resolutions, agreements, assignments, consents and documentation as deemed necessary by the Company's solicitors to give effect to the transactions contemplated by this agreement in accordance with accepted commercial practice.

On the Closing Date, the Company will deliver to each Shareholder the certificates representing the Company Shares to which the Shareholder is entitled, with the legend contemplated by this Agreement endorsed upon the share certificates.

If the Shareholder wishes to accept this offer, the Shareholder must:

(A) execute this offer where indicated below;

(B) complete all information;

(C) deliver a copy of the Shareholder's acceptance to the Company by no later than 12:00 p.m. (Pacific Time) on February 19, 1999.

This Offer may be accepted by the Shareholders in counterparts.

Yours truly,

WCOLLECT.COM, INC.
by its Authorized Signatory:

Per:    \s\ Stewart Irvine
________________________
President and Director

ARTWORKS INTERNATIONAL CORP.
by its authorized signatory:

\s\ Stewart Irvine
____________________________
President


SIGNATURE OF ACCEPTING SHAREHOLDER:     \s\ Stewart Irvine

NAME OF ACCEPTING SHAREHOLDER:          STEWART IRVINE

NUMBER OF SHARES OF ARTWORKS HELD:      525

ADDRESS OF ACCEPTING SHAREHOLDER:       West Vancouver, BC

JURISDICTION OF ACCEPTING SHAREHOLDER:  BC

SIGNATURE OF ACCEPTING SHAREHOLDER: \s\ Robin Hendry

NAME OF ACCEPTING SHAREHOLDER:          ROBIN HENDRY

NUMBER OF SHARES OF ARTWORKS HELD:      350

ADDRESS OF ACCEPTING SHAREHOLDER:       Comrie Wood Contin

By Strathpeffr Rossshire Scotland

JURISDICTION OF ACCEPTING SHAREHOLDER:

SIGNATURE OF ACCEPTING SHAREHOLDER:     \s\ Raymond Spence"

NAME OF ACCEPTING SHAREHOLDER:          RAYMOND SPENCE

NUMBER OF SHARES OF ARTWORKS HELD:          50

ADDRESS OF ACCEPTING SHAREHOLDER:       141 E. 47th Ave
                                        Vancouver, BC

JURISDICTION OF ACCEPTING SHAREHOLDER:  BC

SIGNATURE OF ACCEPTING SHAREHOLDER: \s\ Richard Blank

NAME OF ACCEPTING SHAREHOLDER:          RICHARD BLANK

NUMBER OF SHARES OF ARTWORKS HELD:      45

ADDRESS OF ACCEPTING SHAREHOLDER:       57 Touchstone Way
                                        Millwood, New York 10546

JURISDICTION OF ACCEPTING SHAREHOLDER:  New York

SIGNATURE OF ACCEPTING SHAREHOLDER: \s\ Scott Lanoff

NAME OF ACCEPTING SHAREHOLDER:          SCOTT LANOFF

NUMBER OF SHARES OF ARTWORKS HELD:      30

ADDRESS OF ACCEPTING SHAREHOLDER:       30 E. 9th St.
                                        NY, NY  10003

JURISDICTION OF ACCEPTING SHAREHOLDER:

Name of Artworks Shareholder              Number of Shares
----------------------------              ----------------
Stewart Irvine                            196,875

Robin Hendry                              131,250

Raymond Spence                             18,750

Richard Blank                              15,000

Scott Lanoff                               13,125

SCHEDULE B

to the Artworks Acquisition Agreement dated February 18, 1999

By agreement entered into with Artworks and Robin Hendry certain sums were to be paid to Robin Hendry out of the revenues generated by sales of posters; as well as certain sums were agreed to be paid to various parties; By virtue of the share issuances completed under the terms of this agreement as consideration therefor, Robin Hendry and the other shareholders provide the form of release attached as a closing document to the share issuances.

SCHEDULE C

to the Artworks Acquisition Agreement dated February 18, 1999

FORM OF RELEASE ATTACHED

MUTUAL GENERAL RELEASE OF ALL CLAIMS

WHEREAS:

1. By virtue of the acquisition by WCollect.Com, Inc., a Florida Corporation, of the shares in Artworks International Corp. owned by the signatories to this release, the parties hereto agreed in an agreement dated February 18, 1999 that all matters as between Artworks and themselves personally and/or corporately were to be finalized and completed, full consideration therefore being delivery of the shares in WCollect.Com, Inc. in exchange for the shares in Artworks (the "Agreement");

NOW THEREFORE by these presents, Stewart Irvine, Robin Hendry, Raymond Spence, Richard Blank and Scott Lanoff (collectively herein called Shareholders) for and in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) HEREBY REMISE, RELEASE AND FOREVER DISCHARGE each other and Artworks International Corp. of and from any and all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, undertakings, claims, loss, expenses (including solicitors fees and disbursements on a solicitor and his own client basis), and damages, of every nature and kind whatsoever, at law or in equity, which the Shareholders ever had or now has, or which the Shareholders shall or may have by reason of any matter, thing or cause whatsoever existing up to the present time at all and any and all covenants and agreements otherwise binding upon them in connection with or arising out of the creation and operation of Artworks, any and all agreements between Artworks and any or all of the Shareholders, including any agreements giving rise to any indebtedness of Artworks to any of the Shareholders, and the transfer by the Shareholders to Artworks of assets in consideration for any shareholders loans or shares of Artworks.

FURTHER THEREFORE by these presents, for and in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) Artworks International Corp. HEREBY REMISES, RELEASES AND FOREVER DISCHARGES the Shareholders as hereinbefore defined jointly and severally of and from any and all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, undertakings, claims, loss, expenses (including solicitors fees and disbursements on a solicitor and his own client basis), and damages, of every nature and kind whatsoever, at law or in equity, which Artworks ever had or now has, or which Artworks shall or may have by reason of any matter, thing or cause whatsoever existing up to the present time at all and any and all covenants and agreements otherwise binding upon them in connection with or arising out of the creation and operation of Artworks, any and all agreements between Artworks and the Shareholders and the transfer by the Shareholders to Artworks of assets in consideration for any shareholders loans or shares of Artworks.

This Release shall be binding upon all of the parties hereto and their respective heirs, executors, administrators, successors and assigns and it shall endure to the benefit of all parties.

This Release may be executed in counterparts, and such parts if more than one, when taken together, shall be deemed to constitute on completely executed Release.

IN WITNESS WHEREOF Artworks International Corp by its authorized signatory and the Shareholders have duty executed this Release at Vancouver, British Columbia, this 28 day of February, 1999.

ARTWORKS INTERNATIONAL CORP.              )
By its authorized signatory:              )
                                          )
\s\ Stewart Irvine                        )
_________________________________         )
Signature of Authorized Signatory         )
                                          )
                                          )
_________________________________         )
Name of Authorized Signatory              )



SIGNED, SEALED AND DELIVERED              )
BY Stewart Irvine in the presence of:     )
                                          )
\s\ Doug Sarkissian                       )
__________________________________        )
Signature                                 )

Doug Sarkissian                           )     \s\ Stewart Irvine
__________________________________        )     __________________
Name                                      )     STEWART IRVINE
                                          )
307 1497 Marine Dr.                       )
__________________________________        )
Address                                   )
                                          )
W.Vancouver, BC                           )
__________________________________        )


SIGNED, SEALED AND DELIVERED              )
BY Robin Hendry in the presence of:       )
                                          )
                                          )
__________________________________        )
Signature                                 )
                                          )
Fraser Hill                               )     \s\ Robin Hendry
__________________________________        )     _________________
Name                                      )     Robin Hendry
                                          )
Little Scatwell                           )
__________________________________        )
Address                                   )
                                          )
Ross-shire  1V149EW                       )
__________________________________        )

all parties.

This Release may be executed in counterparts, and such parts if more than one, when taken together, shall be deemed to constitute on completely executed Release.

IN WITNESS WHEREOF Artworks International Corp by its authorized signatory and the Shareholders have duly executed this Release at Vancouver, British Columbia, this 28 day of February 1999.

Executed by Artworks International Corp. )

By its authorized signatory:              )
                                          )
\s\ Stewart Irvine                        )
___________________________________       )
Authorized Signatory                      )

Signed, Sealed, and Delivered by          )
Stewart Irvine in the presence of:        )     \s\ Stewart Irvine
                                          )     ____________________
____________________________________      )
Name                                      )

Signed, Sealed, and Delivered by          )
Robin Hendry in the presence of:          )
                                          )     ____________________
____________________________________      )
Name                                      )


Signed, Sealed, and Delivered by          )
Richard Blank in the presence of:         )     \s\ Richard Blank
                                          )     _____________________
\s\ Stephen Konepid                       )
____________________________________      )
Name                                      )



Signed, Sealed, and Delivered by          )
Raymond Spence in the presence of:        )     \s\ Raymond Spence
                                          )     _____________________
\s\ Doug Sarkissian                       )
____________________________________      )
Name                                      )

Signed, Sealed, and Delivered by          )
Scott Lanoff in the presence of:          )
                                          )     \s\ Scott Lanoff
\s\ Richard Blank                         )     _____________________
____________________________________      )
Name                                      )

SCHEDULE D

to the Artworks Acquisition Agreement dated February 18, 1999

The contracts with Peter Max and Tim Graham have certain royalty and payment provisions that are contingent upon sales as well as performance by provision of certain artworks yet to be received.
Particulars of these items are in negotiation and may be obtained from management. In addition, the endorsement of the Red Cross carries with it the requirement to make royalty payments and timing of the final implementation of the project has moved past certain earlier milestone dates. Management believes that these factors will not be material with the continuation of the projects as provided for by this agreement.

SCHEDULE E

to the Artworks Acquisition Agreement dated February 18, 1999

Inventory of the latest runs of the Diana posters is at the publishers. While copyright, subject to artists remainder rights, remains with Artworks, the posters will be released upon completion of agreements for consideration.

To:         Artworks International Corp., a Barbados IBC;
From:       Robin Hendry
Re:         Execution, Escrow and Closing of Share Exchange with
            Wcollect.com, Inc. a Florida Corporation;
Date:       February 28, 1999

Attached hereto are the form of share exchange agreement, release and power of attorney transferring shares. These documents are delivered to Douglas Sarkissian on the trust condition that they be released in original form when share certificates evidencing my ownership of shares in Wcollect.com, Inc. have been delivered to Douglas Sarkissian in trust for me.

At the time that the shares in Wcollect.com, Inc, are delivered to Douglas Sarkissian I hereby tender this letter as my resignation as a director and officer of Artworks International Corp. effective the date of the delivery of the Wcollect.com, Inc. share certificate aforesaid.

Yours truly,

\s\ Robin Hendry

Robin Hendry

RESOLUTIONS CONSENTED TO IN WRITING
BY ALL OF THE DIRECTORS OF
Artworks International Corp.
(the "Company")

WHEREAS documents evidencing the transfer of shares in the capital of the Company have been provided to the directors for approval of such transfer;

Be it resolved that the transfer of shares in the outstanding capital of the Company as setout below (being all the issued shares of the Company) from the noted shareholders to Wcollect.com, Inc., a Florida company, evidenced by the endorsement of the authorized signatory to the powers of attorney for such transfers attached hereto, be ratified, confirmed and approved effective the date appearing on this resolution.

Transferor      No. Shares      Transferee              No. Shares
Stewart Irvine  525             Wcollect.com, Inc.      1000
Robin Hendry    350
Raymond Spence  50
Richard Blank   45
Scott Lanoff    30

Be it further resolved that the President of the Company is authorized on behalf of the board to take all necessary steps to cause the aforesaid transfers to take place and to cause entries in the registers of the company to be made such that all of such shares are registered in the name of Wcollect.com, Inc.

And in that regard share certificates 5, 6, 7, 8 and 9 be cancelled, and in its place certificate 10 for 1000 common shares be issued in the name of Wcollect.com Inc.

Be it further resolved that upon the aforementioned transfer of shares taking place the resignation of Robin Hendry is hereby accepted as a director of the Company. The resignation of Brian Hendry as secretary of the Company is also accepted.

Dated at West Vancouver, British Columbia, this 3rd day of March, 1999.

\s\ Stewart Irvine
__________________________
director

\s\ Robin Hendry
__________________________
director

SIGNED, SEALED AND DELIVERED              )
BY Richard Blank in the presence of:      )
                                          )
\s\ Stephen Konepid                       )
__________________________________        )
Signature                                 )
                                          )
Stephen Konepid                           )     \s\ Richard Blank
__________________________________        )     __________________
Name                                      )     Richard Blank
                                          )
162 Monitor St.                           )
__________________________________        )
Address                                   )
                                          )
Brooklyn, NY  11222                       )
__________________________________        )

                                                                  3


SIGNED, SEALED AND DELIVERED              )
BY Raymond Spence in the presence of:     )
                                          )
                                          )
__________________________________        )
Signature                                 )
                                          )
                                          )     \s\ Raymond Spence
__________________________________        )     ___________________
Name                                      )     Raymond Spence
                                          )
                                          )
__________________________________        )
Address                                   )
                                          )
                                          )
__________________________________        )



SIGNED, SEALED AND DELIVERED              )
BY Scott Lanoff in the presence of:       )
                                          )
\s\ Rich Blank                            )
__________________________________        )
Signature                                 )
                                          )
Rich Blank                                )     \s\ Scott Lanoff
__________________________________        )     __________________
Name                                      )     SCOTT LANOFF
                                          )
57 Touchstone Way                         )
__________________________________        )
Address                                   )
                                          )
Millwood, NY 10546                        )
__________________________________        )

Lowy & Zucker LLP
ATTORNEYS AT LAW

February 8, 1999,

as revised February 10, 1999

Chris Andrews
Director Business Development
National Academy of Recording Arts and Sciences, Inc. 3402 Pico Boulevard
Santa Monica, CA 90405

Dear Chris:

This document sets forth the basic points of the agreement reached by you, on behalf of the National Academy of Recording Arts and Sciences, Inc. ("NARAS"), on the one hand, and Stewart Irvine on behalf of Mindcorp, LLC ("Mindcorp"), on the other, as regards Mindcorp's sale of NARAS' official 1999 commemorative Grammy Awards posters (collectively, the "Poster") via its Internet based Web site, "WCollect." Please confirm your understanding by signing below and returning a copy to the undersigned.

1. In consideration of the Advance (as defined below), NARAS hereby grants Mindcorp the right to sell the Poster via its Internet based Web server(s), and, subject to NARAS' reasonable approval, by such other means as Mindcorp deems commercially feasible.

2. The rights set forth in paragraph 1. above include the exclusive right to sell, advertise, market and promote the Poster over the Internet via WCollect, either alone or in combination; and non-exclusively, via such other methods or media as may be deemed appropriate given the parties' desires to preserve and protect the prestigious reputations of the Grammy Awards, the Poster, and NARAS, itself.

3. As consideration for the rights set forth in paragraph 1. above, Mindcorp agrees to pay to NARAS a non-refundable advance of $25,000 ("Advance"), payable on receipt of NARAS' wire transfer instructions, but not later than February 19, 1999, (or, if Mindcorp desires to post information on its Web site earlier than February 19, payment to be made prior to such information being posted). Such Advance is fully recoupable against Poster sales at the rate of $5.00/unit finally sold, or in the event of a limited or specialty version (e.g., an autographed edition), as against 25% of the retail selling price of each unit sold, whichever amount is greater. Mindcorp shall account to NARAS no less often than once per calendar quarter, which accounting shall include an accurate statement of the number of units sold, minus returns, and which accounting shall be accompanied by payment for any additional amounts due to be paid. NARAS shall have the right to audit Mindcorp's books upon 30 days written notice, but no more

Suite 650 - 9107 Wilshire Boulevard - Beverly Hills, California 90210-6519 Telephone (310) 275-9999 - Facsimile (310) 275-1683

Mr. Chris Andrews
February 8, 1999
as revised February 10, 1999

often than once per calendar year and only with respect to this transaction. All statements will be deemed conclusive if not contested within one year from the date of mailing.

4. Each party agrees to cooperate with the other in connection with the sales, promotion and advertising of Posters, in the delivery of artwork, provided however, NARAS makes no representations regarding its ability to help promote or sell the Poster, nor does it guarantee that Mindcorp will receive any links or promotion on any Grammy Awards Web site. Each party agrees to use good faith efforts to protect the names, logos, trademarks and goodwill of the other. NARAS warrants and represents that it has the right to enter into this agreement, and that it owns, or has the right to use the artwork and other NARAS-supplied logos depicted in the Poster.

5. Subject to NARAS' reasonable approval to continue the relationship beyond the initial one (1) year term, this Agreement is renewable on an annual basis so as to allow Mindcorp to sell the succeeding year's Grammy Awards poster, provided however, that an additional Advance shall be paid to NARAS for each such year that Mindcorp renews this Agreement.

The remaining terms of this agreement, if any, are subject to good faith negotiation between the parties.

Warmest regards.

Sincerely,

Mindcorp, LLC, a
Nevada limited liability
company

\s\ Andrew Zucker

By: Andrew Zucker
Lowy & Zucker LLP
cc: Mr. Stewart Irvine

Accepted and agreed as of the
date first above written:

National Academy of Recording
Arts and Sciences, Inc.

By: \s\ Richard Senn 2/13/99
Authorized signatory

This agreement is solely for the sales of the poster, and implies
no strategic relationship or sponsorship arrangement.  All sales,
promotion, and advertising must be pre-approved by NARAS.  All
press materials, including press plans, must be pre-approved by NARAS.

July 21, 1999

Via Fedex

Kazunori Ukigawa,
President and CEO
Justsystem Corporation
Aoyama Building
1-2-3 Kita-Aoyama
Minato-ku 107 Japan

Via Fedex

Stewart Irvine,
President and CEO
WCollect.com, Inc.
7th Floor
1201 West Pender Street
Vancouver, BC
Canada V6E 2V2

Re: Letter of Understanding

Gentlemen:

When signed by the parties named below, this letter will serve to set forth and confirm the basic points of mutual understanding reached by and between Mr. Kazunori Ukigawa on behalf of Justsystem Corporation, a Japanese corporation ("justsystem") on the one hand; and Mr. Stewart Irvine on behalf of WCollect.com, Inc., a Florida corporation ("Wcollect"), on the other with respect to the marketing and promotion of the WCollect Web site "WCollect.com" to Japanese speaking users in Japan. Notwithstanding anything to the contrary elsewhere set forth, the parties hereto hereby agree as follows, to wit:

1. WCollect and Justsystem have established the goals of making WCollect the leading e-commerce Web site in Japan and permitting Justsystem to earn 10 to 15% of its gross

income from
WCollect. In connection therewith, the parties have agreed to fully cooperate in a commercially reasonable manner so as to allow WCollect to reach these goals incrementally, within a mutually agreeable period of time, and in accordance with the outside time frame dictated by the re-development of Justsystem's Internet service company ("Justnet") and its new business infrastructure.

2. In connection with the foregoing, the parties have agreed to consult with each other in regard to any and all issues related to jointly reaching out to and servicing Japanese customers, including without limitation: the establishment of a marketing plan; market research; the creation of market recognition; the development of brand loyalty; generation of promotional events; public relations; the identification and purchase of appropriate media advertising; the selection of appropriate artwork and collectible products for sale to Japanese consumers; the building and maintenance of a customer base; the appropriate use of technology (including Justsystem's ConceptBase, Ichitaro Ark for Java, Digimarc, etc.); customer service and technical support; Web design; localization and translation; etc.

3. The parties have intended that the aforementioned will be effected in a multi-stage process, with the stages arranged generally as follows:

a. Stage 0. (As early as possible): Justsystem to provide WCollect.com with hypertext link on the top page of Justnet (at fees or upon a pricing structure to be discussed), and to prepare a business plan.

b. Stage 1. (From inception to gross revenues totaling approximately Yen 20,000,000/ year): Parties to begin to jointly focus on market research, marketing, advertising, promotion, formulation of strategic partnerships, partial localization and translation, in addition to any other activities, at an annual cost not to exceed approximately Yen 10,000,000. Each party will be responsible for its own costs of development, overhead, personnel and travel, which costs (along with any other similar charges) will be considered "soft" costs, to be recouped, if at all, as per below. Wcollect will be responsible for the payment of any "hard" costs, including amounts charged by outside third-parties, such as the costs of purchasing advertising space, to be recouped, if at all, as per below. Reduced costs for ad space on JustNet may, at Justsystem's option, be considered a "hard" cost. All hard costs shall be subject to Wcollect's pre-approval, and shall be

pre-paid or reimbursed pursuant to customary payment terms. Justsystem will not be responsible for customer support nor for the transactions themselves.

c. Stage 2. (From gross revenues totaling approximately Yen 20,000,000/ year to Yen 100,000,000/ year ):
Same as above, with furtherance of implementation of market research, marketing, advertising, promotion, localization and translation. Possible adaptation of ConceptBase for use in localized site. Establishment of "japan.wcollect.com" URL, core online community, including e-mail, "chat," synergy, additional technology as necessary or desirable. Obtaining of additional commercial venture partners. Justsystem will undertake customer support, but will remain uninvolved in the transactions themselves.

d. Stage 3. (From gross revenues totaling approximately Yen 100,000,000/ year to Yen 1,500,000,000+): Same as above, with establishment of Japan WCollect.com, Inc. as autonomous, separately run, Japanese company. Server operations located in Japan. Justsystem may begin to become involved in transactions.

4. During Stages 0-1, Justnet will received 10-15% of all gross revenues from the sale of items by WCollect which originate from, or can be attributed to Justnet, payable in advance of and as applicable against 50% of the net profits. As used herein, the term "gross revenues" means and shall be defined as 100% of all moneys collected; and "net profits" means and shall be defined as all gross revenues actually actually collected by Wcollect or Justsystem or any party acting on their behalf, minus any returns, less only the costs of fulfillment and costs of collection (e.g., legal fees), if any. "Fulfillment costs" are intended to mean the costs associated with the acquisition of any item (including third party royalties) and/or manufacture of any item for sale, along with the costs of shipping and insurance, if any. No responsibility is taken by either party for the fluctuation of currencies. The fee structure for Stages beyond Stage 1 shall be subject to good faith negotiation between the parties.

5. All URLs, trademarks and logos are and shall continue to remain the property of their respective owners, and, except as specifically agreed in writing, no assignment thereof is intended nor implied. Any URLs, trademarks and logos which are created pursuant to or during the term of this agreement shall belong to WCollect regardless of

which party has actually registered or initiated the use of same.

This document may be subject to modification by a more formal agreement setting forth these points and others which are found to be standard in agreements of such nature. In the interim, this document shall set forth the fundamental principles governing both parties and is intended as a binding agreement embodying the terms set forth above.

If the foregoing accurately reflects the parties= understanding, please so indicate by signing in the spaces allotted for such purposes below.

Thank you.
Sincerely,

Lowy & Zucker LLP

By: Andrew Zucker

cc: Mr. Joshua Arai

Accepted and agreed as of the first date written above:

Justsystem Corporation WCollect.com, Inc.

By:     \s\Kazunori Ukigawa                     By:     \s\ Stewart Irvine
_________________________                       ________________________
Kazunori Ukigawa,                                       Stewart Irvine,
President and CEO                                       President and CEO

LEASE made as of this 15th day of May, 1999, by and between Lowy & Zucker LLP (hereinafter referred to as "Sub-Lessor") and W Collect. Com, Inc. (hereinafter referred to as "Sub-Lessee").

A. Sub-Lessor maintains an office for the practice of law at 9107 Wilshire Blvd, Suite 650, Beverly Hills, California 90210 (hereinafter referred to as "Office").

B. The parties desire to enter into a sub-lease agreement defining their respective rights, duties and liabilities relating to the premises.

IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN,

THE PARTIES AGREE AS FOLLOWS:

Sub-Lessor sub-leases to Sub-Lessee the most easterly window office of the Office and the most easterly secretarial space (inclusive of secretarial desk ) and the common portions of the Office (hereinafter referred to as "the Premises").

The sub-lease shall be for a period commencing August 1, 1999 and will terminate November 30, 2000.

(a) In consideration of the rights granted to Sub- Lessee by the Sub-Lessor hereunder, the Sub-Lessee agrees to pay to the Sub-Lessor a monthly rental equal to the following sums, payable in advance of each month on or before the first day of the month:

(i) $1000.00 per month through December 31, 1999; and
(ii) $1200.00 per month through the balance of the Lease Term set forth in Paragraph 2 above.

(b) Upon mutual execution hereof, Sub-Lessee shall pay Sub-Lessor the sum of $1000.00 for the period from August 1, 1999 through September 30, 1999 and $1200.00 as a security deposit which will be refunded to Sub-Lessor upon termination of this Sub-Lease and delivery of the Premises to Sub-Lessor in good condition, reasonable wear and tear excepted for a total payable upon mutual execution of $2200.00.

Notwithstanding the provisions contained herein, Sub-Lessee agrees to be bound by the terms and conditions of the Master Lease, a copy of which is attached hereto and the terms of which are deemed incorporated herein by this reference and made a part hereof.

5. Abandoning Premises or Personal Property.

Sub-Lessee shall not vacate nor abandon the premises at any time during the term, but if Sub-Lessee does vacate or abandon the Premises or is dispossessed by process or law, any personal property belonging to Sub-Lessee and left on the Premises shall be deemed abandoned at the option of Sub-Lessor, upon the giving of thirty (30) days notice in writing to Sub-Lessee, and shall become the property of Sub-Lessor if not retrieved by Sub-Lessee within said thirty (30) day period.

Sub-Lessee shall pay one-sixth (1/6 th) of all assessments, pass-throughs or real property taxes assessed to Sub-Lessor on the Premises pursuant to the Master Lease and which are not paid by third party who is primarily liable for same. However, Sub- Lessor shall not be liable for personal property taxes assessed to Sub-Lessee for Sub-Lessee's personal property; nor shall Sub- Lessee be liable for personal property taxes assessed to Sub- Lessor for Sub-Lessor's personal property.

(a) To the extent that Sub-Lessor is afforded same by his Master Lease for the Office, Sub-Lessor shall (at not additional cost to Sub-Lessee) furnish all heat and air conditioning to the demised Premises on all business days during the appropriate seasons and all electricity and all hot and cold water required by Sub-Lessee in the normal conduct of business activities on the Premises.

(b) Sub-Lessor shall furnish telephone and fax equipment to the Premises. However, Sub-Lessee shall be responsible for charges for use of said equipment at the rates and charges which Sub-Lessor is charged b the appropriate company and shall be responsible for installation and payment of Sub-Lessee's phone lines.

(c) Sub-Lessee may (subject to Sub-Lessor's prior approval and at Sub-Lessee's expense) list, on the building directories, Sub-Lessee's name.

(d) Sub-Lessor shall (at no extra expense to Sub-Lessee) maintain a photocopying machine on the Premises, however, Sub- Lessee shall be responsible for payment of his use thereof at the rate of $.15/copy. Sub-Lessee may use Sub-Lessor's fax machine at the rate of

$.40/page.

(e) Sub-Lessee shall provide (at Sub-Lessee's sole expense) all equipment, personnel and supplies incidental to Sub-Lessee's business at the Premises.

(f) From the hours of 9:30 a.m. to 5:00 p.m., Sub-Lessor shall provide Sub-Lessee the services of Sub-Lessor's receptionist, at all other times the parties shall use reasonable efforts to answer the phones.

(g) Sub-Lessee shall occasionally contribute coffee, or other coffee related supplies and may utilize the coffee utilities.

Sub-Lessee shall take good care of the Premises and shall not alter, repair, or change the Premises without written consent of Sub-Lessor. All alterations, improvements and changes that Sub-Lessee may desire shall be done either by or under the direction of Sub-Lessor, but at the expense of Sub-Lessee and shall become the property of Sub-Lessor and remain on the premises. Notwithstanding the foregoing, Sub-Lessee may hang his own artwork in his office. All damage or injury done to the premises by Sub-Lessee or any person who may be in or on the premises with the consent of Sub-Lessee shall be paid for by Sub- Lessee. Sub-Lessee shall, at the termination of this lease, surrender the premises to Sub-Lessor in as good condition and repair as reasonable and proper use thereof will permit.

(a) Nothing contained herein shall be deemed to render any personnel now or hereafter employed by the Sub-Lessor at the Premises to be employees of Sub-Lessee; and Sub-Lessee shall neither have nor exercise any control, supervision or direction over such personnel.

(b) Nothing contained herein shall be deemed to render any personnel, professional, or non-professional, employed or associated with the Sub-Lessee, to be employees of the Sub- Lessor; and the Sub-Lessor shall neither have nor exercise control, direction or supervision over such personnel.

(c) Nothing contained herein shall be deemed to render the Sub-Lessee an employee or agent of Sub-Lessor, nor Sub-Lessor an employee or agent of the Sub-Lessee, it being the intention of the parties that their relationship shall be solely that of Sub- Lessor and Sub-Lessee. Without limiting the foregoing, neither party shall have any right, power or authority to act for or bind the other unless otherwise mutually agreed in writing.

(d) Nothing contained herein shall be deemed to vest in the Sub-Lessee any right, title or interest in and to the Premises except as herein specifically set forth.

(e) Sub-Lessee shall at all times during the term hereof maintain a liability insurance policy wherein Sub-Lessor is named as an additional insured.

Sub-Lessee may not assign any rights or duties under this sub-lease or sublet the Premises or any part thereof, or allow any other person or entity to occupy or use the Premises.

Sub-Lessee shall have breached this lease and shall be considered in default hereunder if:

(a) Sub-Lessee fails to pay any rent when due and does not make the delinquent payment within three (3) days after receipt of written notice thereof from Sub-Lessor, or

(b) Sub-Lessee fails to perform or comply with any of the covenants and conditions of this lease and such failure continues for a period of ten (10) days after receipt of notice thereof from Sub-Lessor.

In case suit shall be brought for an unlawful detainer of the Premises, for the recovery of any rent due under the provision of this lease, or for Sub-Lessee's breach of any other condition contained herein, Sub-Lessee shall pay to Sub-Lessor reasonable attorney's fees which shall be fixed by the Court, and such attorney's fees shall be deemed to have accrued on the commencement of the action and shall be paid on the successful completion of the action by Sub-Lessor. Sub-Lessee shall be entitled to attorney's fees in the same manner if judgment is rendered to Sub-Lessee.

If Sub-Lessee holds possession of the Premises after the term of this lease, Sub-Lessee shall become a tenant from month to month on the terms herein specified, but at a monthly rental as set forth in Paragraph 3(a) (ii) herein. Said rent shall be payable monthly on the first day of each month for the following monthly period; and Sub-Lessee shall continue to be a month to month tenant until the tenancy shall be terminated by Sub-Lessor, or until Sub-Lessee has given to Sub-Lessor a written notice at least sixty (60) days prior to the date of termination of the monthly tenancy of his intention to terminate the tenancy.

The remedies herein provided shall be cumulative and the exercise of any one remedy

shall not be to the exclusion of any other remedy.

All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing. All notices and demands by the Sub-Lessor to the Sub-Lessee shall be sent by United States certified or registered mail, postage prepaid, addressed to the Sub-Lessee at the Premises, or to such other place as the Sub-Lessee may from time to time designate in a notice to the Sub-Lessor. All notices and demands by the Sub- Lessee to the Sub-Lessor shall be sent by United States certified or registered mail, postage prepare, addressed to the Sub-Lessor at the building, or to such other person or place as the Sub- Lessor may from time to time designate in a notice to the Sub- Lessee.

The words "Sub-Lessor" and "Sub-Lessee" as used herein shall include the plural as well as the singular. Words used in masculine gender include the feminine and neuter. If there be more than one Sub-Lessee or Sub-Lessor, the obligations hereunder imposed upon Sub-Lessee or Sub-Lessor shall be joint and several. The marginal headings and titles to the paragraphs of this lease are not a part of this lease and shall have no effect upon the construction or interpretation of any part hereof.

Time is of the essence of this lease agreement and each and all of its provisions.

The covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto.

(a) Sub-Lessor hereby agrees to indemnify Sub-Lessee and hold Sub-Lessee harmless against any and all damages, liabilities, costs, expenses, and fees (including reasonable attorney's fees) incurred by Sub-Lessee as a result of, or in connection with any claim, suit or proceeding instituted against Sub-Lessee or the Premises and arising out of any breach or claimed breach by Sub-Lessor of any warranty, representation or covenant of Sub-Lessor's herein.

(b) Without limiting the foregoing, the Sub-Lessor shall indemnify Sub-Lessee and hold sub-lessee harmless from and against any and all claims, demands, and causes of actions, including, but not limited to reasonable attorney's fees, arising by virtue of Sub-Lessor's or Sub-Lessor's agents' or successors' acts or omissions.

(c) Likewise, Sub-Lessee shall indemnify and hold Sub- Lessor harmless from and against any and all claims, demands, causes of action, including but not limited to reasonable attorney's fees, arising by virtue of Sub-Lessee's or Sub- Lessees's agents' or successors' acts or omissions in Sub- Lessee's practice or from Sub-Lessee's breach of any warranty, representation or covenant herein contained.

(a) The waiver of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained.

(b) Should any part of this Agreement for any reason be declared invalid, void or unenforceable, the remaining portions shall remain in full force and effect.

(c) This Agreement constitutes the entire agreement of the parties and may not be amended or modified except in writing, signed by all of the parties hereto.

(d) This Agreement shall be construed in accordance with the laws of the State of California. This Agreement is not intended to create a partnership or joint venture or employer/employee relationship between any of the parties hereto. This Agreement is not intended as an agreement into for the benefit of a third party.

IN WITNESS WHEREOF, the parties have executed this Sub-Lease the day and year first above written.

LOWY & ZUCKER LLP
"Sub-Lessor"

Dated: 05/28/1999                       By:  \s\ Steven R. Lowy
       ----------                           -------------------
                                                STEVEN R. LOWY

Dated: 05/28/1999                       By:  \s\ Andrew Zucker
       ----------                           -------------------
                                                ANDREW ZUCKER


Dated: May 28/99                        By:  \s\ Stewart Irvine
       ----------                           --------------------
                                   WCollect.Com

                                        By:_________________________

                                        Its:_________________________

THIS INDENTURE made the 22nd day of February, 1999

BETWEEN:

FIRWOOD LAND AND TRADING COMPANY LIMITED, a company incorporated in British Columbia and having its registered office at Suite 404, 1199 West Hastings Street, Vancouver, British Columbia

(hereinafter called the "Landlord")
OF THE FIRST PART

AND:

WCOLLECT.COM, CORP., a company incorporated in Florida and having its registered office at Suite 700, 1201 West Pender Street, Vancouver, BC

(hereinafter called the "Tenant")
OF THE SECOND PART

AND:

VARCOM INC., a company incorporated in British Columbia and having its registered office at Suite 700, 1201 West Pender Street, Vancouver, BC

(hereinafter called the "Tenant")
OF THE THIRD PART

AND:

IGEAR DEVELOPMENT CORPORATION, a company incorporated in British Columbia and having its registered office at Suite 700, 1201 West Pender Street, Vancouver, BC

(hereinafter called the "Tenant")
OF THE FOURTH PART

Premises

1.00 Witnesseth that in consideration of the rents, covenants, conditions and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed the Landlord doth demise and lease unto the Tenant all and singular those certain premises being (approximately) 5,633 square feet of Usable Area plus a 272 square feet apportionment of Common Area for a total of 5,905 square feet of Rentable Area as described in the first part of Schedule A annexed hereto (hereinafter referred to as the "Demised Premises") situate in the City of Vancouver in the Province of British Columbia and forming part of the building known as EA House (hereinafter referred to as the "Building"), the Building being erected and situate upon the lands (hereinafter referred to as the "Lands") more particularly described in Schedule B annexed hereto. In this lease, "Rentable Area", "Usable Area", "Common Area" and "Gross Rentable Area" shall take the meanings found in the "BOMA International Standards of Measurement".

1.01 The Demised Premises shall be addressed as Suite 700, 1201 West Pender Street, Vancouver, BC

Term

2.00 To have and to hold the demised premises for and during the term of five (5) years commencing on the first day of May, 1999 and ending on the last day of April, 2004.

Rent

3.00 Yielding and paying therefor the following sums (hereinafter referred to as "Rent"):

For the period between May 1, 1999 and April 30, 2000 the sum of $59,050.00 of lawful money of Canada being rental at the rate of $10.00 per square foot.

Business Tax, Etc.

4.01 The Tenant shall pay all business, goods and services, or any other taxes from time to time levied in respect of the Tenant's use or occupancy of the demised premises, in respect of any payment(s) required to be made by the Tenant under this lease, or in respect of any other right or obligation of the Tenant arising from this lease, including penalties and/or interest for late payment thereof. Where such taxes are payable to the Landlord as agent for a taxing authority, the terms of any penalty and/or interest provisions applicable to taxed in arrears imposed by the taxing authority on the Landlord will also be imposed by the Landlord on the Tenant.

Evidence of Payments

4.02.01 The Tenant shall produce to the Landlord from time to time at the request of the Landlord satisfactory evidence of the due payment by the Tenant of all payments required to be made by the Tenant under this lease.

Allocation of Payments

4.02.02 Payments by the Tenant shall be allocated by the Landlord to amounts due and/or coming due pursuant to the lease in any reasonable fashion, notwithstanding any notation by the Tenant to the contrary.

Acts Conflicting With Insurance

4.03 The Tenant shall not do or permit to be done any act or thing that may render void or voidable or conflict with the requirements of any policy or policies of insurance, including any regulations of fire insurance underwriters applicable to such policy or policies, whereby the demised premises or the building are insured or that may cause any increase in premium to be paid in respect of any such policy. In the event that any such policy or policies is or are cancelled by reason of any act or omission of the Tenant, the Landlord shall have the right at its option to terminate this lease forthwith by giving notice of termination to the Tenant, and in the event that the premium to be paid in respect of any such policy is increased by any act or omission of the Tenant, the Tenant shall pay to the Landlord the amount by which said premium shall be so increased.

No Nuisance

4.04 The Tenant shall not at any time during the said term use, exercise or carry on or permit or suffer to be used, exercised or carried on in or upon the demised premises or any part hereof any noxious, noisome or offensive act, trade, business, occupation or calling, and no act, matter or thing whatsoever shall at any time during the said term be done in or upon the demised premises or any part thereof which shall or may be or grow to the annoyance, nuisance, damage or disturbance of the occupiers or owners of the said building or adjoining land and properties.

Comply With Laws, Etc.

4.05 The Tenant shall comply promptly at its expense with all laws, ordinances, regulations, requirements and recommendations, which may be applicable to the Tenant or to the manner of use of the demised premises, of any and all federal, provincial, civic, municipal and other authorities or association of insurance underwriters or agents and all notices in pursuance of same and whether served upon the Landlord or the Tenant.

Comply With Rules and Regulations

4.06 The Tenant agrees that the rules and regulations endorsed on this lease or attached hereto as Schedule C with such reasonable variations, modifications and additions as shall from time to time be made by the Landlord and any other and further reasonable rules and regulations that may be made by the Landlord and intimated to the Tenant in writing shall be observed and performed by the Tenant and its agents, clerks, servants or employees and all such rules and regulations now in force or hereafter put in force shall be read as forming part of the terms and conditions of this lease as if the same were embodied herein; all such rules and regulations shall be deemed to be a part of this lease.

Damage to Building by Tenant

4.07 The Tenant shall reimburse the Landlord for costs incurred by the Landlord in making good any damage caused to the said building or any part thereof including the furnishings and amenities thereof as a result of the negligence or wilful act of the Tenant, or persons for whom the Tenant shall be responsible in law, from time to time in or about the demised premises.

Notice of Accidents, Defects, Etc.

4.08 The Tenant shall give the Landlord prompt written notice of any damage to or defect in the heating and air conditioning apparatus, water pipes, gas pipes, telephone lines, electric light or other wires or other casualty.

Assigning or Subletting

4.09.01 The Tenant shall not sublet or otherwise part with possession of the whole or any part of the demised premises for the whole or any part of the term without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. The Tenant shall not assign this lease for the whole or any part of the terms without the prior consent in writing of the Landlord, which consent shall not be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "Required Information") as the Landlord may reasonably require respecting the proposed assignee or subtenant including the name, address, nature of business, financial responsibility and standing of such proposed assignee or subtenant together with a copy of the offer or agreement relating to the proposed assignment, certified by the Tenant to be a true copy. Provided further that after receiving such request, the Landlord shall have the right, at its option, to terminate this lease by giving, within ten days after receiving the Required Information, not less than thirty nor more than sixty days written notice of termination to the Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination. Provided further that the Landlord's right to terminate as aforesaid shall not apply to an assignment by the Tenant as the result of a merger or amalgamation or an assignment to a wholly owned subsidiary of the Tenant. Provided further that the Tenant shall cause any permitted assignee of the Tenant to execute and deliver to the Landlord, concurrently with the happening of the assignment, an agreement with the Landlord, on terms reasonably satisfactory to the Landlord wherein the Assignee covenants to observe and perform all of the obligations of the Tenant as and from the effective date of the assignment for the balance of the term of the lease.

4.09.02 In no event shall any assignment or subletting, to which the Landlord may have consented release, relieve the Tenant from its obligations fully to perform all the terms, convenants and conditions of this lease on its part to be performed and in any event the Tenant shall be liable for the Landlord's reasonable costs incurred in connection with the Tenant's request for consent.

4.09.03 If the Tenant is an incorporated company, any change in the control of such company shall be deemed, for the purposes hereof, to be an assignment of this lease.

Indemnity to Landlord

4.10 Provided that it is not the result of negligence on the part of the Landlord or any person for whom the Landlord is responsible in law, the Tenant shall indemnify and save harmless the Landlord from any and all liabilities, damages, costs, claims, suits or actions growing out of:

(a) any breach, violation or non-performance of any covenant, condition or agreement in this lease set forth and contained on the part of the Tenant, to be fulfilled, kept, observed and performed;

(b) any damage to property while said property shall be in or about the demised premises; and

(c) any injury to any person for whom the Tenant if responsible in law, including death resulting at any time therefrom, occurring in or about the demised premises and/or on the lands;

and this indemnity shall survive the expiry or sooner determination of this lease, only with respect to any of the above occurring while the lease was in force.

Tenant Insurance

4.11.01 The tenant shall, at its expense, provided and maintain in force during the term of this lease or of any renewal thereof:

(a) interior glass insurance, for the benefit of the Landlord and the Tenant, covering all glass in the demised premises, including glass windows and doors, in an amount equal to the full insurable value thereof, unless the cost of similar insurance is included in the Operating Costs;

(b) public liability insurance, for the benefit of the Landlord and the Tenant, in such reasonable amounts as may be required by the Landlord in respect of injure or death to one or more persons or property damage;

(c) fire insurance, extended coverage endorsement, theft, and water damage insurance (including, if applicable, sprinkler leakage) covering all the Tenant's property in the demised premises including, without limitation, its furniture, improvements, equipment, fittings, fixtures and stock in trade to full insurable value.

4.11.02 All insurance shall be effected with insurers and brokers and upon terms and conditions reasonably satisfactory to the Landlord and copies of all policies shall be delivered to the Landlord.

4.11.03 All policies of insurance shall contain a waiver of subrogation clause in favour of the Landlord and shall also contain a clause requiring the insurer not to cancel or change the insurance without first giving the Landlord 30 days' prior written notice thereof.

4.11.04 The Tenant agrees that if it does not provide or maintain in force such insurance, the Landlord may take out the necessary insurance and pay the premium therefor for periods of one (1) year at a time, and the Tenant shall pay to the Landlord as additional rental the amount of such premium immediately on demand.

4.11.05 In the event that both the Landlord and the Tenant have claims to be indemnified under any such insurance, the indemnity shall be applied first to the settlement of the claim of the Landlord and the balance, if any, to the settlement of the claim of the Tenant.

Goods and Chattels Not To Be Removed

4.12 The Tenant agrees that all goods and chattels moved into the demised premises shall not, except in the normal course of business, be removed from the demised premises until all Rent due or to be become due during the term during the term of this lease is fully paid.

Repairs

4.13.01 The Tenant shall, during the said term, well and sufficiently repair, maintain, amend and keep the demised premises, with the appurtenances and all fixtures, in good and substantial repair when, where and so often as need shall be, reasonable wear and tear and damage by fire and other risks against which the Landlord is insured (hereinafter collectively referred to as "Tenant Repair Exceptions") only excepted.

4.13.02 The Landlord and its agents shall have the right to all reasonable times during the said term upon 24 hours notice excepting an emergency situation to enter the demised premises to examine the condition thereof, and further, that all want of reparation that upon such view shall be found, and for the amendment of which notice in writing shall be left at the demised premises, the Tenant shall well and sufficiently repair and make good accordingly.

Use of Premises

4.14 The Tenant shall not use the demised premises nor allow the demised premises to be used for any other purpose than that for which the premises are hereby leased, namely, as a general business office.

Signs

4.15 The Tenant shall not paint, display, inscribed, place or affix any sign, picture, advertisement, notice, lettering or direction on any part of the outside of the building or visible from the outside of the building or in any corridor, hallway, entrance or other public part of the said building. Provided that the Landlord shall prescribe a uniform pattern for identification signs for tenants to be placed on the outside of the main door leading into the demised premises. Provided that at the request of the Tenant and at the Tenant's expense, the Landlord shall cause such a sign to be placed in position.

Alterations Etc.

4.16.01 The Tenant shall not without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, make any alterations, repairs or improvements to the demised premises or construct or place therein or alter any interior partitions (including moveable partitions, partial partitions or other installations) or do anything that might affect the proper operation of the lighting, hearing or air conditioning systems. The Tenant shall submit to the Landlord detailed plans and specifications of any such work or installation when applying for consent, and the Landlord reserves the right to recover from the Tenant the cost of having its architects or engineers examine such plans and specifications. The Tenant understands that, in granting consent, the Landlord may impose conditions with respect to the electrical and mechanical services (which term includes heating and air conditioning) and those conditions may require the Tenant to pay for reasonable alterations or modifications to the said electrical and mechanical services. The Landlord may require that any or all work to be done, or materials to be supplied hereunder shall be done or supplied by the Landlord's materials to be supplied hereunder shall be done or supplied by the Landlord's materials to be supplied hereunder shall be done or supplied by the Landlord's contracts and/or workmen or by contractors and/or workmen engaged by the Tenant but first approved by the Landlord, which approval shall not e unreasonably withheld. In any event, any and all work to be done or materials to be supplied hereunder shall be at the sole cost and expense of the Tenant and shall be done and supplied and paid for in the manner and according to such terms and conditions, if any, as the Landlord may reasonably prescribe. Any connections of apparatus to the electrical system, other than a connection to an existing base receptacle, and/or any connection of apparatus to the heating or air conditioning systems shall be deemed to be an alteration within the meaning of this clause.

4.16.02 The Tenant covenants with the Landlord that the Tenant shall promptly pay all charges incurred by the Tenant for any work, materials or services that may be done, supplied or performed in respect of the demised premises and shall forthwith discharge any liens at any time filed against and keep the lands and premises of which the

demised premises form a part free from liens and in the event that the Tenant fails to do so, the Landlord may, but shall be under no obligation to, pay into Court the amount required to obtain a discharge of any such lien in the name of the Tenant and any amount so paid together with all disbursements and costs in respect of such proceedings on a solicitor and client basis shall be forthwith due and payable by the Tenant to the Landlord as additional rent. The Tenant shall allow the Landlord to post and keep posted on the demised premised any notices that the Landlord may desire to post under the provisions of the Builders Lien Act or other legislation.

4.16.03 The Tenant shall not without the prior written consent not be to unreasonably withheld of the Landlord put up any window drapes, blinds, awnings or other similar things or cover the floors with anything other than loose rugs.

Peaceful Surrender

4.17.01 Upon the termination of this Lease from any cause whatsoever, all alterations, additions, partitions and improvements which may be made or installed upon the demised premises by the Tenant or by the Landlord on behalf of the Tenant and which in any manner are attached to the floors, walls or ceilings will remain upon and be surrendered with the demised premises as a part thereof without disturbance, molestation or injury and together with any floor covering affixed to the floor of the demised premises and the drapes or other window coverings will be and become the property of the Landlord absolutely.

4.17.02 All articles of personal property and all business and trade fixtures, machinery and equipment, cabinet work, furniture owned or installed by the Tenant at the expense of the Tenant in the demised premises shall remain the property of the Tenant and may be removed by the Tenant at any time during the term, provided that the Tenant at its expense shall repair any damage to the demised premises of the Building caused by such removal of the original installation.

Utilities

4.18 The Tenant shall pay all telephone, electric and other utility charges in connection with the demised premises that there is not a separate meter for measuring the consumption of and charging for electricity used in the demised premises the Tenant shall pay to the Landlord as additional rent in advance by monthly instalments such amount as may be required by the Landlord from time to time as a reasonable estimate of the cost of such electricity. The Tenant shall advise the Landlord forthwith of any appliances or business machines installed by the Tenant consuming or likely to consume large amounts of electricity and further on request from time to time shall provide the Landlord with a list of all electrical appliances and business machines used in the demised premises. The amount of electricity consumed on the demised premises in excess of electricity required by the Tenant for normal office use shall be as determined by the Landlord acting reasonably. The Tenant shall pay the Landlord for any such excess on demand.

Realty Taxes

4.19.01 In this paragraph the following phrases shall have the following meanings:

(a) "Tax" means an amount equivalent to all taxes, rates, duties, levies and assessments whatsoever whether municipal, parliamentary, school or otherwise charged upon the building, the lands and all improvements now or hereafter thereon or upon the Landlord on account thereof including all taxes, rates, duties, levies and assessments for local improvements but excluding any tax that has been attracted by the Tenant's improvements and equipment and excluding such taxes as corporate, income, profits or excess profit taxes assessed upon

the income of the Landlord and shall also include any and all taxes that may in future be levied in lieu of Tax as hereinbefore defined: less any applicable Advance Tax but including taxes falling or having fallen due on a date outside the term of this lease.

(b) "Advance Tax" means any pre-billing or partial billing of Tax, including advance taxes falling or having fallen due on a date outside the term of this lease.

(c) "Proportionate Share" means that ratio having as its numerator the Rentable Area of the demised premises and as its denominator the Gross Rentable Area of the building of which the premises from a part. Notwithstanding the foregoing, in the event that the Landlord or its agent, acting in good faith, determines that in its opinion a more equitable allocation in appropriate for any specific cost or costs, the Proportionate Shares as it applies to such cost(s) shall take on a meaning consistent with such an allocation.

(d) "Pro Rata" means that ratio having as its numerator the number of days covered by both the term of this lease and the period to which the Tax or Advance Tax relates and having as its denominator the number of days in the period to which the Tax or Advance Tax relates.

4.19.02 The Tenant shall pay the Landlord as additional rent the Pro Rata. Proportionate Share of any Tax and of any Advance Tax at least one working day before such Tax or Advance Tax is payable by the Landlord to the taxing authority.

4.19.03 If any Tax shall be increased by reason of any alterations made in or to the demised premises by the Tenant or by the Landlord on behalf of the Tenant, the Tenant shall pay the amount of such increase as additional rent.

4.19.04 The Tenant shall pay the Landlord as additional rent the Pro Rata, Proportionate Share of any expense incurred by the Landlord in obtaining or attempting to obtain a reduction in the amount of Tax. In the event that the Tenant shall have paid its Proportionate Share pursuant to Clause 4.19.02 of this lease and the Landlord shall thereafter receive a refund of any portion of such Tax, the Landlord shall make an appropriate refund to the Tenant.

4.19.05 The Landlord will pay or cause to be paid all Taxes and Advance Taxes as directed by the relevant taxing authority when due. Compliance with this covenant notwithstanding, the terms of any penalty and/or interest provisions applicable to Taxes or Advance Taxes in arrears imposed by the taxing authority on the Landlord will also be imposed by the Landlord on the Tenant.

Operating Costs

4.20.01 In this paragraph the following phrases shall have the following meanings:

(a) "Operating Costs" means the total amount, without duplication, of all costs incurred or which will be incurred by the Landlord during the term, in accordance with generally accepted accounting principles, for the complete maintenance, repair, operation and administration of the lands, the building and the improvements thereon such as are in keeping with maintaining the standard of a first class commercial building complex and including, without limitation, the costs of: repairs and replacements as are of a non capital nature (except to the extent that the same are paid by insurance) and decoration of common areas,

maintaining parking areas, all repairs and replacements required for such maintenance, heating, ventilating and air conditioning costs including, without limitation, the purchase of fuel, gas and steam for heating or other purposes and the cost of making repairs to the heating and air conditioning equipment, repair, maintenance and operation of all elevators and escalators, providing hot and cold water, providing electricity not otherwise chargeable to tenants, painting interior areas not normally rented to tenants and painting and otherwise maintaining the outside of the building, snow removal, landscape maintenance, janitorial services, refuse removal and window cleaning, fire, casualty, liability, loss of rental income and other insurance costs to limits that would be obtained by a prudent owner of a similar property, telephone and other utility costs and supplies and stationery, service contracts with independent contractors, provision or porters, reception staff and other non administrative personnel, including salaries, wages and fringe benefits, provision of security provision of accounting services and operational auditing, legal and other professional fees, sales and excise tax on goods and services provided by the Landlord in connection with the repair, maintenance, administration and operation as aforesaid and all other expenses including management fees paid or payable by the Landlord in connection with the operation of the building, improvements and lands, but, shall not include interest on debt or capital retirement of debt, costs as determined by the Landlord of repairing structural defects in the building or any amounts directly chargeable by the Landlord to any tenant or tenants as otherwise provided herein;

(b) "Proportionate Share" means that ratio having as its numerator the Rentable Area of the demised premises, and as its denominator the Gross Rentable Area of the building of which the premises from a part. Notwithstanding the foregoing, in the event that the Landlord or its agent acting in good faith, determines that in its opinion a more equitable allocation is appropriate for any specific cost or costs, then "Proportionate Share" as it applies to such cost(s) shall take on a meaning consistent with such an allocation.

(c) "Pro Rata" means that ratio having as its numerator the number of days covered by both the term of this lease and the Landlord's fiscal year and having as its denominator the number of days in the Landlord's fiscal year.

4.20.02 The Tenant shall pay the Landlord as additional rent the Pro Rata Proportionate Share of Operating Costs on receipt of notice from the Landlord. Such Proportionate Share payable hereunder may be estimated by the Landlord, in which event, the amount so estimated shall be paid by the Tenant in equal monthly rental payment date. If on this basis any overpayment shall have been made by the Tenant, or should any operating costs still be due and owing by the Tenant then, an adjustment within a reasonable time following the close of each fiscal year end of the Landlord shall be made by the Tenant or the Landlord as the situation warrants.

Care of Premises

4.21.01 The Tenant shall take good care of the demised premises and keep same in a clean, tidy and healthy condition.

4.21.02 The Tenant shall at its own expense replace or repair, under the direction and to the reasonable satisfaction of the Landlord, the glass, locks and trimmings of the doors and windows in or upon the demised premises that become damaged or broken

except any glass, locks or trimmings damaged or broken by the Landlord, its employees, agents or contractors.

Quiet Enjoyment

5.00 The Landlord hereby covenants with the Tenant that the Tenant, paying the Rent hereby reserved and performing the covenants hereinbefore on the Tenant's part contained, shall and may peaceable possess and enjoy the demised premises for the term hereby granted without any interruption or disturbance from the Landlord or any other person or persons lawfully claiming by, from or under the Landlord.

Heating and Air Conditioning

5.01 The Landlord shall provide heating and air conditioning so that when heat is reasonably required for the reasonable use of the demised premises the Landlord will furnish heat therefore up to a reasonable temperature and when the heating systems is not in use and the Landlord considers that the air conditioning is reasonably required the Landlord will operate the air conditioning system in said building. The heating and air conditioning system shall be operated on an open floor basis adequate to service open and unpartitioned floors, but capable of being extended to service partitioned areas. The Landlord shall be relieved from its obligations to provide reasonable heating and air conditioning under the following circumstances:

(a) in any part of the demised premises on Saturdays, Sundays and public holidays, and before the hour of 8:00 a.m. and after of 6:00
p.m. on each business day;

(b) in those areas having exterior windows exposed to the sun where and when the Tenant fails to keep the window shading thereon fully closed;

(c) in those areas where the human occupation exceeds one person per 100 square fee of Rentable Area;

(d) in those offices, the formation of which has not been consented to in accordance with Clause 4.16.01 of this lease;

(e) in areas where the average amount of electrical energy consumed by the lights and machines exceeds four watts per square foot.

The term "offices" as used herein shall mean any part of the demised premises that is partitioned off or substantially separated from the remainder of the demised premises;

Janitor Services

5.02 The Landlord shall cause, the floors and demised premises to be swept or vacuumed, and normal office refuse removed, the windows washed and the desks, tables and other furniture dusted but the Landlord shall not be responsible for any act of omission or commission on the part of any person or persons employed to perform these tasks and such tasks will be carried out by bonded contractors on a daily basis, excepting weekends, and statutory holidays save and except for window washing.

Building Directory

5.03 The Landlord shall keep in the main entrance of the building, by which entry is made to the demised premises, a proper index or directly of the building and to insert thereon the name of the Tenant and the number of the Tenant's office in proper lettering, the character of which shall be at the option of the Landlord.

Damage or Destruction of Premises

6.00.01 Provided that if during the term hereby demised or any renewal thereof the demised premises shall be damaged or destroyed by a peril or perils that would be

covered by a standard fire insurance policy with Extended Coverage Endorsement attached thereto, the Rent shall abate in the proportion that the part of the demised premises rendered unfit to occupancy bears to the whole of the demised premises until the demised premises are rebuilt, and the Landlord agrees that it will with reasonable diligence repair the demised premises unless the Tenant is obligated to repair under the terms hereof or unless this lease is terminated as hereinafter provided; subject always to the provisions of paragraphs 6.00.02 and 6.00.03.

6.00.02 If the demised premises are damaged or destroyed by any clause whatsoever and if in the opinion of the Landlord reasonably arrived at the demised premises cannot be rebuilt or made fit for the purposes of the Tenant within 90 days of the damage or destruction, the Landlord, instead of rebuilding or making the demised premises fit for the Tenant, may, at its option, determine this lease by giving the Tenant within 30 days of such damage or destruction notice of termination and thereupon Rent and any other payment for which the Tenant is liable under this lease shall be appointed and paid to the date of such damage or destruction and the Tenant shall immediately deliver up possession of the demised premises to the Landlord.

6.00.03 Provided that if the building or part thereof shall be damaged or destroyed and such damage or destruction shall, in the opinion of the Landlord, materially interfere with the enjoyment of the demised premises by the Tenant, the Rent in respect of the demised premises shall abate in proportion to such interference during the period such interference shall continue.

6.00.04 Provided further that, irrespective of whether the demised premises are damaged or destroyed in the event that 50% or more of the Gross Rentable Area in the building is damaged or destroyed by any cause whatsoever and if in the opinion of the Landlord reasonably arrived at the said Rentable Area cannot be rebuilt or made fit for the purposes of the tenants of such space within 180 days of the damage or destruction, the Landlord may at its option terminate this lease by giving the Tenant within 30 days after such damage or destruction notice of termination requiring vacant within 30 days after such damage or destruction notice of termination requiring vacant possession of the demised premises 60 days after the delivery of the notice of termination and thereupon Rent and any other payment for which the Tenant is liable under this lease shall be apportioned and paid to the date upon which vacant possession is required and the Tenant shall deliver up possession of the demised premises to the Landlord in accordance with such notice of termination.

Access to Premises, Use of Common Areas, Etc.

6.01 The Landlord agrees that during the term of this lease the Tenant and the employees, agents, customers and invitees respectively of the Tenant shall have the rights and shall comply with the provisions set forth in the Second Part of Schedule A hereto annexed, subject as set forth in this lease, including said part of said Schedule; said Schedule A shall be deemed to be a part of this lease. The Tenant shall comply with such provisions.

Landlord's Right To Do Work

6.02.01 The Landlord shall have the right to make additions to and/or improvements or installations in and/or repairs to the building and/or the common outside areas and whenever reference is made in this lease to the building or the common outside areas, it shall mean the building and/or the common outside areas as the same may be changed, added to or improved from time to time and in relation to any such additions, improvements, installations, or repairs the Landlord may cause such reasonable obstructions of and interference with the use of enjoyment of the building, the demised premises and/or common outside areas as may be reasonably necessary for the purposes aforesaid and may interrupt or suspend the supply of electricity, water or

other services when necessary and until said additions, improvements, installations or repairs shall have been completed and there shall be no abatement in Rent nor shall the Landlord be liable by reason thereof provided that all such additions, improvements, installations or repairs shall be made as expeditiously as reasonably possible.

6.02.02 The Landlord and any persons authorized by the Landlord shall have the right to use, install, maintain and/or repair pipes, wires, ducts or other installations in, under or through the demised premises for or in connection with the supply of any services shall include, without limiting the generality of the foregoing, gas, electricity, water, sanitation, heating, air conditioning and ventilation.

6.02.03 The Landlord and any persons authorized by the Landlord shall have the right to enter upon the demised premises upon reasonable notice to the Tenant to make such decorations, repairs, alterations, improvements or additions as it may deem reasonable and the Landlord or any persons authorized by the Landlord shall be allowed to take all materials into and upon the said premises that may be required therefore. The Rent hereunder shall in no way abate while such decorations, repairs, alterations, improvements or additions are being made by reason of loss or interruption of the business of the Tenant because of the prosecution of any such work.

Landlord's Right To Inspect and Display Sign

6.03 Provided also that during the term hereby created any person or persons may inspect the demised premises and all parts thereof at all reasonable times and with reasonable notice on producing a written order to that effect signed by the Landlord or its agents.

Landlord May Perform Tenant's Covenants Etc.

6.04 If the Tenant shall fail to perform or cause to be performed each and every one of the covenant and obligations of the Tenant in this lease contained the Landlord shall have the right (but shall not be obligated) to perform or cause the same to be performed and to do or cause to be done such things as may be necessary or incidental thereto (including, without limiting the foregoing, the right to make repairs, installations, erections and expend moneys) and all payments, expenses, charges, fees and disbursements incurred or paid by or on behalf of the Landlord in respect thereof shall be paid by the Tenant to the Landlord forthwith.

Re-Entry

6.05.01 Provided, and it is hereby expressly agreed, that if and whenever the Rent hereby reserved, or any part thereof, shall be unpaid for fifteen days after any of the days on which the same ought to have been paid or remain unpaid after five (5) days written notice thereof, or in the case of the breach or non- performance of any of the covenants or agreements herein contained on the part of the Tenant that is not cured by the Tenant within 30 days from the date of its happening and such breach continues by the Tenant within 30 days from the date of its happening and such breach continues after ten (10) days written notice thereof (or such further periods as may be reasonably necessary provided that the Tenant has commenced the curing forthwith and continues with same with all due diligence), then and in either of such cases, it shall be lawful for the Landlord at any time thereafter, to enter the demised premises or any part thereof, in the name of the whole to re-enter, and the same to have again, repossess and enjoy, as of the Landlord's former estate, anything hereinafter contained to the contrary notwithstanding.

6.05.02 In case the Landlord shall re-enter the demised premises prior to the expiry of this lease by reason of default by the Tenant hereunder, the Tenant shall be liable to the Landlord for the amount of the Rent for the remainder of the term of this lease as if such re-entry had not been made less the actual amount received by the Landlord after

such re-entry in respect of any subsequent leasing applicable to the remainder of the term.

Waiver of Exemptions

6.06 That in consideration of the premises and of the leasing and letting by the Landlord to the Tenant of the demised premises for the term hereby created (and it is upon that express understanding that these presents are entered into) that notwithstanding anything contained in any Statue or in any Statue that may hereafter be passed, none of the goods or chattels of the Tenant at any time during the continuance of the term hereby created situate on the demised premises shall be exempt from levy by distress for Rent in arrears by the Tenant as provided for in any such Statute or any amendment or amendments thereto, and that upon any claim being made for such exemption by the Tenant or on distress being made by the Landlord this covenant and agreement may be pleaded as an estoppel against the Tenant in any action brought to test the right to the levying upon any such goods as are named as exempted in any such Statute or amendment or amendments thereto; the Tenant waiving as the Tenant hereby does all and every benefit that could or might have accrued to the Tenant under and by virtue of any such Statute or any amendment or amendments thereto but for this covenant.

Bankruptcy, Etc.

6.07 The Tenant covenants that if the term hereby granted shall be at any time seized or taken in execution or in attachment by any creditor of the Tenant or if the Tenant shall make any assignment for the benefit of creditors, or becoming bankrupt or insolvent shall take the benefit of any Act that may be in force for bankrupt or insolvent debtors, then in any such case the said term shall at the option of the Landlord, immediately become forfeited and void and the then current month's Rent and the Rent for the three months next following shall immediately become due and payable and in such case it shall be lawful for the Landlord at any time thereafter enter into and upon the demised premises, or any part thereof, in the name of the whole to re-enter and the same to have again, repossess and enjoy as of its former estate; anything herein contained to the contrary notwithstanding.

Follow Chattels

6.08 Provided that in case of removal by the Tenant of the goods and chattels of the Tenant from the premises, the Landlord may follow the same for thirty days.

Overlooking and Condoning

6.09 Any condoning, excusing or overlooking by the Landlord of any default, breach or non-observance by the Tenant at any time or times in respect of any covenant, proviso or condition herein contained shall not operate as a waiver of the Landlord's rights hereunder in respect of any subsequent default, breach or non- observance nor so as to defeat or affect in any way the rights of the Landlord hereunder in respect of the subsequent default, breach or non-observance.

Occupancy Availability

6.10 If the demised premises shall not be available for occupancy by the Tenant upon the date of commencement of the term hereby demised, the Rent under this lease shall abate until the demised premises are available for occupancy and the Landlord shall not be liable in any way for the consequences of occupancy not being available to the Tenant upon the date of commencement.

Overholding

6.11 If at the expiration of the term of this lease the Tenant shall hold over with the consent of the Landlord, the tenancy of the Tenant thereafter shall, in the absence of written agreement to the contrary, be from month to month only at a Rent per month equal to one-tenth of the Rent payable for the year immediately preceding such

expiration, payable monthly in advance on the first day of each lease month and shall be subject to all other terms and conditions of this lease.

Removal of Fixtures, Etc.

6.12 The Landlord may elect to require the Tenant to remove all or any part of the business and trade fixtures, machinery and equipment, cabinet work furniture and movable and immovable partitions owned or installed by or on behalf of the Tenant at the expiration of this Lease, in which event such removal shall be done at the Tenant's expense and the Tenant shall, at its expense, repair any damage to the demised premises or to the Building caused by such removal.

If the Tenant does not remove the property as set out in this paragraph after written demand by the Landlord, such property shall, if the Landlord elects, be deemed to become the Landlord's property or the Landlord may remove the same at the expense of the Tenant and the cost of such removal will be paid by the Tenant forthwith to the Landlord on written demand, and the Landlord will not be responsible for any loss or damage to such property because of such removal and any written demand for removal of the same shall be given within thirty (30) days after the termination of this Lease.

Unavoidable Failures or Delays by Landlord

6.13 Whenever and to the extent that the Landlord shall be unable to fulfill or shall be delayed or restricted in the fulfilment of any obligations hereunder in respect of the supply or provision of heating, air conditioning, elevator or janitor services, or any other service or utility or the doing of any work by reason of being unable to obtain the material, goods, equipment, service, utility or labour required to enable it to fulfil such obligation or by reason of any statue, law or order-in-council or any regulation or order passed or made pursuant thereto or by reason of the order or direction of any administration controller or board of any governmental department or officer or other authority or by reason of not being able to obtain any permission or authority required thereby or by reason of any other cause beyond its control whether of the foregoing character or not, the Landlord shall be relived from the fulfilment of such obligation and the Tenant shall not be entitled to compensation for any inconvenience, nuisance or discomfort thereby occasioned. There shall be no deduction from the Rent by reason of any such failure or cause, provided such is rectified within a reasonable time acting expeditiously and in good faith of such occurrence.

Landlord Not Responsible For Injuries, Loss, Damage, Etc.

6.14 Provided that the same shall not be as a consequence of the negligent act or omission of the Landlord, or of default of the Landlord's covenants herein, the Landlord shall not be responsible in any way for any injury to any person or for any loss of or damage to any property belonging to the Tenant or to other occupants of the demised premises or to any person for whom the Tenant shall be responsible in law from time to time attending at the demised premises while such person or property is in or about the building or any areaways, parking areas, lawns, sidewalks, steps, truckways, platforms, corridors, stairways, elevators or escalators in connection therewith, including without limiting the foregoing, any loss of or damage to any such property caused by theft or breakage, or by steam, water, rain or snow that may leak into, issue or flow from any part of the said building or any adjacent or neighbouring lands or premises or from any other place or quarter or for any loss of or damage caused by or attributable to the condition or arrangements of any electric or other wiring or for any damage caused by smoke or for any other loss whatsoever with respect to the demised premises and/or any business carried on therein.

No Liability For Indirect Damages, Etc.

6.15 Under no circumstances shall the Landlord be liable for indirect or consequential damage or damages for personal discomfort or illness by reason of the

non-performance of partial performance of any covenants of the Landlord herein contained including the heating of the demised premises or the operation of the air conditioning equipment, elevators, plumbing or other equipment in the said building or the demised premises.

No Representation by Landlord

6.16 There is no promise, representation or undertaking by or binding upon the Landlord with respect to any alterations, remodelling or decorating of or installation of equipment or fixtures in the demised premises or the building except such, if any, as is expressly set forth in this lease, and this lease contains all the agreements and conditions made between the parties hereto.

Subordination

6.17.01 The Tenant covenants and agrees with the Landlord that the Tenant shall from time to time upon the written request of the Landlord, enter into an indenture (I) subordinating the term hereby demised and the rights of the Tenant hereunder to any mortgage or ground lease, present or future, which includes the demised premises or, at the option of the Landlord, (ii) agreeing that the term hereby demised shall be prior to any such mortgage or ground lease.

6.17.02 Notwithstanding any such postponement or subordination as aforesaid the Tenant agrees that its obligations under the lease and pursuant to this indenture shall remain in full force and effect notwithstanding any action at any time taken by a mortgagee of the lands to enforce the security of any mortgage; provided, however, that any postponement or subordination given hereunder shall reserve to the Tenant the right to continue in possession of the demised premises under the terms of this lease so long as the Tenant shall not be in default under such terms.

Notices

6.18 Any notice herein provided for or given hereunder if given by the Tenant to the Landlord shall be sufficiently give if mailed in Canada by registered mail, postage prepaid to the Landlord at #404
- 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5. Any notice herein provided for or given hereunder, if given by the Landlord to the Tenant, shall be sufficiently given if mailed as aforesaid addressed to the Tenant at the demised premises or left at the demised premises. Any notice mailed as aforesaid shall be conclusively deemed to have been given on the fourth business day following the day on which such notice is mailed as aforesaid. Either the Landlord or the Tenant may at any time give notice in writing to the other of any change or address of the party giving such notice and from and after the giving of such notice the address therein specified shall be deemed to be the address of such party for the giving of such notices thereafter. The word "notices" in this paragraph shall be deemed to include any request, demand, direction or statement in writing in this lease provided or permitted to be given by the Landlord to the Tenant or by the Tenant to the Landlord.

Payments to Landlord

6.19.01 All payments required to be made by the Tenant under or in respect of this lease shall be made, at such place or places as the Landlord may designate in writing, to the Landlord or to such agent or agents of the Landlord as the Landlord shall hereinafter from time to time direct in writing to the Tenant. The Tenant shall pay to the Landlord interest at twenty four per cent (24%) per annum, calculated and due daily and compounded monthly, on all payments of Rent and other sums required to be made under the provisions of this lease that have become overdue so long as such payments remain unpaid.

6.19.02 All sums paid or expenses incurred hereunder by the Landlord that ought to have been paid or incurred by the Tenant or for which the Landlord hereunder is entitled to reimbursement from the Tenant, including any interest owing to the Landlord

hereunder, may be recovered by the Landlord as additional rental by any and all remedies available to it for the recovery of Rent in arrears.

No Changes or Waivers

6.20 No assent or consent to changes in or waiver of any of this indenture in spirit or letter shall be deemed or taken as made unless the same be done in writing and attached to or endorsed hereon by the Landlord; the Landlord's janitors, superintendents and/or agents (unless such agents are authorised in writing by the Landlord) are not authorised to amend this indenture and any alterations, amendments or qualifications made by the said Landlord's janitors, superintendents and/or agents (unless such agents are so authorised) shall be null and void.

Marginal Notes

6.21 The marginal notes in this lease form no part of this lease and shall be deemed to have been inserted for convenience of reference only.

Interpretations

6.22 Unless the context otherwise requires, the word "Landlord" wherever it is used herein shall be construed to include and shall mean the Landlord, its successors and/or assigns, and the word "Tenant" shall be construed to include and shall mean the Tenant, and the executors administrators, successors and/or assigns of the Tenant and when there are two or more Tenants or two or more persons bound by the Tenant's covenants herein contained their obligations hereunder shall be joint and several; the word "Tenant" and the personal pronoun "it" relating thereto and used therewith shall be read and construed as Tenants, and "his", "its" or "their" respectively as the number and gender of the party or parties referred to each require and the number of the verb agreeing therewith, shall be construed and agree with the said word or pronoun so substituted.

Registration

6.23 The parties hereto agree that this lease may be registered in any Land Title Office provided that any costs thereto, whether direct or indirect, are borne by the Tenant.

Heating and Air Conditioning

6.24 Notwithstanding anything contained in Clause 5.01, the Tenant acknowledges that a reasonable time will be required in order to fully adjust and balance the heating and air conditioning systems if and when such adjustments and balancing are required. If any of the apparatus of the heating and air conditioning systems is defective or is in need or repair or maintenance or becomes damaged or inoperative, the Landlord shall have a reasonable time to correct same and will use all reasonable efforts to do so with due diligence.

Enuring Effect

6.25 This lease will enure to the benefit of and be binding upon the Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns.

Option to Renew

6.26 Provided the Tenant is not in default under this lease and shall have given to the Landlord, at least three (3) months prior to the expiration of this lease, written notice of its election to renew this lease, the Tenant shall have the option to renew this lease for a further term of 60 months upon the same terms and conditions as outlined herein except for any tenant inducements or allowances and option to terminate, this option to renew provision, and the Base Rent, which Base Rent shall be negotiated and in no case shall be less than the final Base Rent outlined herein. Failing agreement, the Base Rent shall be determined by a single arbitrator under the Commercial Arbitration Act of British Columbia from time to time.

Option to Terminate

6.27 The Tenant shall have the option to terminate this lease on the third anniversary of the commencement date of the lease by giving the Landlord six (6)

months' written notice of its intention of doing so. Along with this notice, the Tenant shall submit a cheque payable to the Landlord equal to three months' gross rent, as a payment for this termination option.

IN WITNESS WHEREOF the parties hereto have executed this Indenture.

THE CORPORATE SEAL OF
FIRWOOD LAND AND TRADING
COMPANY LIMITED WAS HEREUNTO
AFFIXED THIS 4th DAY OF MARCH, 1999
IN THE PRESENCE OF

\s\ W. Campbell
______________________________________

\s\ Michael Johnson
______________________________________

THE CORPORATE SEAL OF
WCOLLECT.COM CORP.,
WAS HEREUNTO AFFIXED THIS
1st DAY OF MARCH, 1999
IN THE PRESENCE OF

\s\ Stewart Irvine                  \s\ Marsh McLeod
__________________________              ________________________________
                                                (WITNESS)
                                            C/S

THE CORPORATE SEAL OF
VARCOM INC.
WAS HEREUNTO AFFIXED THIS
1st DAY OF MARCH, 1999
IN THE PRESENCE OF

\S\ Paul Cultum                         \s\ Marsh McLeod
__________________________              ________________________________
                                                (WITNESS)

THE CORPORATE SEAL OF
IGEAR DEVELOPMENT CORPORATION
WAS HEREUNTO AFFIXED THIS
1st DAY OF MARCH, 1999
IN THE PRESENCE OF

\s\ Tracy Kurz                          \s\ Marsh McLeod
__________________________              ________________________________
                                                (WITNESS)

SCHEDULE "A"

Referred to in Annexed Lease

First Part

The demised premises, being (approximately) 5,633 square feet of Usable Area plus a 272 square feet apportionment of Common Area for a total of 5,905 square feet of Rentable Area, are situated on the 7th floor(s) of the building and are shown on the floor plan hereto annexed to this Schedule A. Said building is situate upon the lands described in Schedule B to the said lease.

The demised premises shall exclude the outside face of all perimeter walls of the demised premises but shall include windows and doors in said perimeter walls. The demised premises shall include all installations, fixtures and furnishings and other amenities situate in the demised premises.

Second Part

The Tenant and the employees, agents, customers and invitees respectively of the Tenant shall (subject as provided in said lease) have the following rights as appurtenant to the demised premises in common with all others from time to time entitled thereto:

(a) between the hours of 8:00 a.m. and 6:00 p.m. daily except on Saturdays, Sundays and public holidays, the right to use, for the purpose of access to and egress from the demised premises, such entrances to and exits from the building and for the purposes aforesaid the right to use the elevator or elevators (except during the making of repairs thereto) and corridors in connection therewith as may be designated from time to time by the Landlord. At times other than those mentioned in the preceding sentence, access to and egress from the building shall be available to the Tenant subject to such safeguards as the Landlord may, in its reasonable discretion, take for the security of the building. And

(b) if washrooms for both sexes are not included within the demised premises, the right to use such washrooms as may be designated from time to time by the Landlord.

[Blueprint diagram of leased area]

WICKLOW WEST HOLDINGS LTD.
1201 WEST PENDER ST.
VANCOUVER B.C.

Date: May 24, 1989
Scale: 1:209

SCHEDULE "B"

Referred to in Annexed Lease

Legal Description:

Lots 21 and 22
Block 29
District Lot 185
Plan 92

Municipal Address:

1201 West Pender Street, Vancouver, BC

SCHEDULE "C"

Rules and Regulations Referred to in Annexed Lease

1. The sidewalks, entrances, elevators, stairways and corridors of the building shall not be obstructed by any of the tenants or used by them for any other purpose than for ingress and egress to and from their respective premises; and no tenant shall place or allow to be placed in the hallways, corridors or stairways, entrances, elevators, etc., any waste paper, garbage, refuse or anything that shall tend to make them appear unclean or untidy.

2. The doors and windows or other apertures that reflect or admit light or air into the passageways or into any portion of the building will not be covered or obstructed by tenants.

3. The washrooms shall be used only for the purpose for which they were designed and nothing shall be placed down lavatories that might cause them to block

4. Elevator doors will not be held open while conversations are carried on.

5. During peak periods, the elevators will be used for transporting passengers only and during these periods no large parcels or items of equipment will be permitted on the elevators, and the doors will be permitted to remain open only long enough to enable passengers to step on or off the elevator cab. For the purposes of this rule, peak periods are considered as between 8:00 a.m. and 9:30
a.m. in the morning, between 12:00 noon and 2:00 p.m. in the afternoon and between 4:00 p.m. and 5:30 p.m. in the evening.

6. Arrangements must be made with the Landlord ahead of time when elevators are to be used for carrying freight, furniture, etc. the elevators must not be used for this purpose until the Landlord has given its consent and the elevator cabs have been properly protected.

7. Tenants will assume full responsibility for any damage occasioned to the elevators, passageways, staircases, doorways, windows, etc. as a result of moving any freight or furniture in or out of the premises.

8. The Landlord's janitors shall be permitted access for the purpose of cleaning the office areas at the appointed hours and they must not be delayed in their work.

9. [Deleted]

10. No noise shall be made that might disturb other tenants.

11. No animals shall be allowed on the premises at any time.

12. No bicycle or other vehicles will be brought within the building.

13. The premises shall not be used as overnight sleeping accommodation, for public sales, or for entertaining purposes.

14. Arrangements must be made with the Landlord ahead of time if any public meeting is to be held and the meeting shall not be held until the Landlord's consent is obtained.

15. Arrangements must be made with the Landlord ahead of time when tenants wish to install telephones, business machines, electrical appliances, etc.; and these installations will not be made until the Landlord's consent is obtained.

16. Windows will not be left open so as to admit rain or snow.

17. Tenants will not alter any existing locks nor will any additional locks or similar devices be attached to any door or window, without Landlord consent. Such consent not to be unreasonably withheld.

18. Any keys made available to tenants for the purpose of providing access to the exterior doors of the building shall not be duplicated and shall be returned to the Lessor immediately the lease has terminated.

19. All adjustments to mechanical equipment such as thermostats, radiators, diffusers, etc., must be made by the Landlord's staff and no one else.

20. If a tenant wishes to put up any drapes or blinds in any of the windows of the exterior of the building, the Landlord's consent must be obtained and the drapes or blinds put up must conform in every way with others existing at the present time in other exterior areas of the building.

21. No admittance to the roof or equipment rooms by any unauthorized personnel is permitted.

22. It shall be the responsibility of tenants to prevent any person from throwing objects out of windows or into the ducts or stairwells of the building, and the Tenant will pay for any cost, damage or injury resulting from any such act or acts.

23. Tenants shall provide adequate receptacles for garbage, refuse and waste paper and all such garbage, refuse and waste paper shall be placed in such containers.

24. Tenants shall not bring upon their premises any safes, heavy equipment, motors or any other thing that might damage the said building.

EMPLOYMENT AGREEMENT

Dated for reference the 1st day of February 1999

This EMPLOYMENT AGREEMENT dated as of February 1, 1999 is between Stewart Irvine (hereinafter "Employee") and WCollect.com Inc. (hereinafter "Employer").

WITNESSETH:

WHEREAS, Employer desires to employ Employee and to be assured of its rights to Employee's services upon the terms and conditions hereinafter set forth; and

WHEREAS, Employee is willing to accept such employment on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises, the covenants and conditions contained herein, the promises made hereby and other good and valuable consideration, the receipt of which is hereby acknowledged, it has been and IT IS HEREBY AGREED AS FOLLOWS:

1. Employment. Employer hereby employs Employee as CEO.

Subject to the terms of this Agreement, Employee hereby agrees to serve Employer, and the Employer hereby agrees to serve Employee, in this capacity for a five (5) year period commencing on February 1, 1999. This agreement is automatically renewable for periods of two (2) years unless terminated by either party upon (90) day prior written notice.

2. Acceptance of the Employment and Extent and Place of Service. The Employee's full time, attention and energies, during regular and customary business hours, or as otherwise directed by the Board of Directors of Employers, shall be devoted to the business of Employer (including its subsidiaries and affiliates), and Employee shall assume and perform such responsibilities and duties as are associated with the position described in Paragraph 1 of this Agreement.

3. Working Facilities. Employee shall be furnished with appropriate facilities and services adequate for the performance of Employee's duties.

4. Compensation. As compensation for the services to Employer during the Employment Term, in whatever capacity rendered, Employee following the commencement of the Employment Term, shall receive a salary of $10,000 USD per month during the initial funding stage, not to exceed ninety
(90) days. After completion of the initial funding stage Employee shall receive salary of $175,000 USD per year.

The Employee shall also be entitled to receive an incentive bonus computed according to the following formula:

Annual Company Revenues          Bonus Payable
From Operations                  to Employee

$  1,000,000 to $  3,000,000     $  25,000USD
$  3,000,000 to $  5,000,000     $  75,000USD
$  5,000,000 to $ 10,000,000     $ 125,500USD
   Over $10,501,000              $ 250,000USD

The term "annual Company Revenues" shall mean the combined gross revenues of the Employer (net of returns, allowances and discounts) as shown in the Employer's audited financial statements.

The Employee shall also be granted options to purchase shares of the Company's Common Stock.

The Employee shall be entitled to receive additional stock options, stock bonuses and similar forms of compensation to the extent such compensation is approved by the Employer's Board of Directors. Nothing herein however shall preclude the payment of cash bonuses if such bonuses are approved by the Employer's Board of Directors.

Once the company is operating profitably, compensation to the Employee shall be determined by industry standards subject to Board of Director approval.

5. Employee Benefits. During the Employment Term, Employee shall be entitled to four weeks of paid vacation and the right to participate, subject to qualification requirements, in any life insurance, group insurance, hospitalization , profit sharing, pensions or thrift plan presently in effect, or hereinafter instituted by Employer, and applicable to its officers and employees generally.

6. Expenses. During the Employment Term, Employer will reimburse Employee for expenses reasonably incurred by Employee which is payable upon receipt unless other arrangements are specified at the time of expenditures in connection with the performance of Employee's services hereunder.

7. Disclosure of Information. Employee acknowledges that from time to time during the Employment term, Employee will come into possession of certain information regarding Employer, and its scientific and intellectual property, including, but not limited to, chemical information, copywritable brochures, customer lists, price books, mechanical drawings, research and development data and other information considered confidential. Employee will not, during or after the Employment Term disclose, except to other employees of Employer and its Board of Directors, without authorization of the Board of Directors, all or any portion of such information to any person, firm, corporation, association or other entity. In the event of a threatened breach of the provisions

of this paragraph, Employer shall be entitled to an injunction restraining Employee from making any such disclosure. If Employee breaches the provisions of this paragraph during the Employment Term, such action shall be grounds for termination of this Agreement as hereinafter provided.

If Employee retains in any manner or form any of the information specified hereinafter after the termination of this Agreement for whatever reason or Employee discloses all of or any portion of such specified information, all Employer's obligations, if any, hereunder shall be deemed to be completely fulfilled.

Nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to Employer for such breach or threatened breach, including the recovery of damages from Employee.

8. Inventions, Patent Rights and Copyrights. All inventions made by the Employee during the employment term, which inventions apply to the Employer's business, will be assigned to the Employer. In the event any of such inventions are of a patentable nature, Employee agrees to apply for a patent on the invention and assign any patent rights relating to the invention to the Employer. The Employer will bear the costs of any patent applications pursued by the Employee.

Employee understands that the Employee's duties may involve writing or drafting various documents, brochures or publications for the Employer. Employee hereby assigns any and all rights to such documents, brochures or publications to Employer, together with the right to secure copyright therefore and all extensions and renewals of copyright throughout the entire world. Employer shall have the right to make any and all versions, omissions, additions, changes, specifications and adaptations, in whole or in part, with respect to such documents, brochures or publications.

9. Engaging in a Competing Business. Except as otherwise expressly consented to in writing by Employer, Employee agrees that during the Employment Term and for a one
(1) year period thereafter, Employee will not, directly or indirectly, own, manage, operate, control, join, or participate in the ownership, management, operation or control of, or be employed by, or be connected with, any business which is in competition with the business of Employer. Nothing herein contained shall prevent Employee, upon termination of the Employment Term, from holding or making investments in securities on a national securities exchange or sold in the over-the-counter market provided such investments do not exceed in the aggregate 5% of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this paragraph 9.

10. Termination of Employment Term. The Employment Term and all obligations of the Employer hereunder, except as hereinafter provided, shall be terminated only by and notwithstanding the following any termination of employment shall not terminate any payment obligations included hereunder:

(a) The death of Employee;

(b) the vote of a majority of the disinterested members of the Board of Directors of the Employer, which determination shall be based upon competent medical evidence, that Employee will be unable to perform the Employee's duties hereunder by reason of injury, illness, or other physical or mental disability after absences for a period or periods aggregating in excess of ninety (90) working days in any 12-month period during the Employment Term hereunder;

(c) the vote of a majority of the disinterested members of the Board of Directors of Employer to so remove Employee any time after Employee shall be absent from employment for whatever cause, excluding allowable vacations or sickness and disability, for a period of more than 180 working days in any calendar year;

(d) the vote of a majority of the disinterested members of the Board of Directors of Employer determining that Employee has become so intemperate in the use of alcohol or drugs as seriously to interfere with the performance of the Employee's duties under this agreement.

(e) A bona fide decision by the Employer to terminate its business and liquidate its assets, not including a sale of substantially all of the assets.

(f) A vote of a majority of the disinterested members of Employer's Board of Directors finding that Employee has: (1) breached any of the substantive provisions of this Agreement; or (2) knowingly violated any statute or regulation, or earnings or welfare, or has been grossly negligent or engaged in willful misconduct in the performance of the Employee's duties hereunder;

(g) The expiration of the Employment term as provided in Section 1 of this Agreement.

As used herein, the term "Disinterested Director" means any director other than the Employee, should the Employee than be a director of the Employer and the term "cause" means, the occurrence of any circumstances set forth in clauses a, b, c, d, and of Section 10.

Notwithstanding anything contained herein to the contrary, in the event the Employee, during the Employment Term, becomes totally and permanently disabled, and such disability is not the result of the intemperate use of drugs or alcohol, then the Employee will pay to the Employee a disability benefit equal to 50% of the Employee's base salary, determined at the time of disability, and payable to the Employee for what would have been the remaining term of this Agreement, provided however that this disability benefit will in any event, terminate upon the Employee's death.

11. Indemnification. Throughout the Term of Employment, Company shall obtain and maintain in force and effect a policy of Directors and Officers Liability Insurance, naming Employee as an additional insured. The terms and policy limits of said insurance shall be determined by the Company in its discretion. Notwithstanding the foregoing, throughout the Term of Employment, Employee shall be indemnified by the Company in accordance with the terms of Company's By-Laws.

12. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served

personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid to the address last shown on the payroll records of the Employer.

12. Miscellaneous Provisions. This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings. The section headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions, (ii) the acceptance of performance of the breach or failure of a covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach. This Agreement and its application shall be governed by the laws of the State of California. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement. If any of the provisions of this Agreement shall be held invalid, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, Employer has caused this Agreement to be executed on its behalf by a duly authorized officer and its corporate seal to be affixed hereto and attested by its Secretary, each of whom has been thereto duly authorized, and Employee has hereunto signed this Agreement, all as of the day and year first written above.

WCollect.com Inc.

\s\ Stewart Irvine                      \s\ Andrew Zucker
________________________            ________________________
Stewart Irvine,  Director               Andrew Zucker, Director

EMPLOYEE:

\s\ Stewart Irvine
_________________________
Stewart Irvine

Lowy & Zucker LLP
ATTORNEYS AT LAW

as of December 10, 1998

Mr. Stewart Irvine
1324 25th Street
West Vancouver V7V 4J3
CANADA

Re: Legal Representation

Dear Stewart:

I have enjoyed getting to know you by telephone over the last two days, and I look forward to having the opportunity to work with you and provide you with legal assistance.

As discussed, please find below a summary of the terms by which our firm will be pleased to represent you and your companies, MindCorp LLC, and ArtWorks International Corp. (individually and collectively, Ayou@), and such other projects as may from time to time arise. I look forward to hearing from you to discuss any questions or to clarify any issues which arise in connection with this document or otherwise. Accordingly, this letter will confirm the agreement between you on the one hand, and Lowy & Zucker LLP ("we"/"us"/ "our firm") on the other hand.

1. You engage us during the term of this agreement as your attorneys. The term of this agreement shall commence as of the date above, and shall continue until either party shall notify the other in writing, which notice shall be personally delivered or mailed by certified or registered mail, postage prepaid. Said notice shall be effective upon personal delivery or mailing, as applicable, and upon such notice, we will cease all work for you, consistent with our ethical obligations. No termination of this agreement by you shall affect our right to be paid our fees and costs as set forth below.

2. (a) As compensation for our services in connection with the Project, you acknowledge and you agree to pay our firm such fees as follows: US $260.00 per hour for partners and US $165.00 per hour for associates. We shall compute our time hourly and invoice you monthly including a detailed statement outlining credits to your account, the time spent and the services performed. You shall also be responsible for paying all reasonable costs incurred by us in connection with rendering our services as your attorneys, including without limitation, photocopying charges,

Suite 650 - 9107 Wilshire Boulevard - Beverly Hills, California 90210-5519 Telephone (310) 275-9999 - Facsimile (310) 275-1683

Mr. Stewart Irvine
as of December 10, 1998

long distance telephone charges, fax charges, parking, travel expenses (including transportation, accommodations and meals) if we travel at your request or with your consent, messengers, couriers and "express mail" charges, expenses associated with required outside services or overtime assistance subject to your advance approval and other similar projects.

(b) In connection with the foregoing, it is our request that we be paid and receive a monthly initial retainer of US $7,500.00 from which to draw funds. We request that this retainer be wire-transferred into our general account at the beginning of each month. As each subsequent month approaches, your new statement will confirm our receipt of the retainer of the previous month, set forth any amounts left uncovered by the previous month=s retainer and request a retainer for that new month.

Like all businesses, we expect our bills to be paid promptly.
Without limiting the previous sentence, if you fail to pay our bills within thirty (30) calendar days, we may resign as your attorneys, and if we so elect, in such event you agree to execute promptly all documents necessary to relieve us of our responsibilities as your attorneys.

3. For the compensation described above, we shall arrange meetings, review, negotiate, draft, modify and otherwise assist you in connection with all agreements and contracts in connection with the Project and shall consult with you and advise you with respect to the same.

4. We shall diligently and professionally represent you and will at all times strive to achieve the most favorable result although we make no representation as to the success of these efforts. As you know, this firm represents many clients in the Internet and entertainment industries. Accordingly, we shall keep you advised where reasonably possible of any potential conflicts of interest relating to your matters if and when they arise. If a conflict arises we will discuss an appropriate resolution with you at that time. You acknowledge that such resolution may require you and/or the other client to engage other legal counsel, and if such event should arise, we agree to negotiate a good faith modification to this retainer agreement.

5. You understand that certain agreements entered into by you may require you to give notice, exercise your rights, or make other decisions within certain time periods (for example, granting an approval or consent). You understand and agree that we will not be responsible for monitoring those time periods, or any dates or calendar items, on your behalf.

6. Our firm is not responsible for and will not render legal services with respect to taxes and tax planning (including ERISA and related matters), securities work (with the exception of private-placements), family law, criminal matters, probate, litigation, arbitration and similar proceedings or other matters which are outside our areas of expertise. At your request, we will recommend other counsel to advise you with respect to any such matter.

Mr. Stewart Irvine
as of December 10, 1998

7. We maintain errors or omissions insurance coverage applicable to the services to be rendered under this agreement.

8. Generally, we keep each client's legal files for five (5) years after we close each file or after the last activity in each file. After the file has been closed or inactive for at least five
(5) years, and if we have not previously heard from you with respect to returning or destroying your file, we will attempt to contact you to determine whether you wish to have the closed or inactive files returned to you. Unless you request in writing within ninety (90) days after we so notify you that these files be returned to you or that we continue to retain them, these files will be destroyed.

9. If you disagree with our fees as shown on any statement, please contact us to discuss this matter. Typically, we resolve disagreements to the satisfaction of both ourselves and our clients with little inconvenience and formality. If any dispute arises between you and us with respect to any statement for fees and/or costs which cannot be resolved, either you or we will have the right to require that the dispute be initially submitted to arbitration (which will be binding arbitration) in Los Angeles County in accordance with the rules of the State Bar of California, before an arbitrator or arbitrators selected in accordance with those rules or the rules of any local Bar Association within Los Angeles County which is operating under the auspices of the State Bar or, if none, in accordance with the arbitration laws of California. The arbitrator will have the discretion to order that the cost of arbitration, including the arbitrator's fees or other costs, and reasonable attorneys' fees and costs, will be borne by the losing party. If we commence a suit for any payment of fees and/or costs, we will be entitled to costs connected with such suit and attorneys' fees.

In as much as this letter constitutes an agreement between you and us, we cannot, of course, advise you concerning it, other than to suggest that you retain outside counsel to advise you in this regard.

I appreciate the trust, understanding and confidence you have placed in us, and we are pleased to represent you. I am committed to providing you with efficient and responsive services at a reasonable cost, and in an atmosphere of mutual trust and confidentiality. If the foregoing meets with your approval, please sign and return the original of this letter.

Sincerely,

Lowy & Zucker LLP

    \s\ Andrew S. Zucker
By: Andrew S. Zucker

Mr. Stewart Irvine
as of December 10, 1998

ACCEPTED AND AGREED TO:

MindCorp LLC, a Nevada limited liability company; ArtWorks International Corp., a corporation organized under the laws of Barbados, and individually.

\s\ Stewart Irvine
___________________________
By:  Stewart Irvine

cc: Steven R. Lowy, Esq.

WCOLLECT.COM, INC.
9107 Wilshire Boulevard
Suite 650
Beverly Hills, CA 90210
(310) 275-8080

27 September, 1999

Mr. Cliff Wildes
387 South Shore Drive
Sarasota, FL 34234

Dear Cliff:

This letter confirms our understanding regarding your engagement by WCollect.com, Inc. (AWCollect@). We agree as follows:

1. You will act as WCollect=s Chief Operating Officer on a non-exclusive basis (i.e., you shall be free to pursue other business opportunities concurrent with your engagement with WCollect);
2. You will devote such time and attention as is mutually agreeable to fulfill your duties as WCollect=s COO;
3. You will be paid 100,000 shares of WCollect=s common stock upon execution of a definitive engagement agreement, which shall be placed in escrow; provided, however, that only 25,000 of the aforementioned shares shall be released as follows: 25,000 shares released upon WCollect=s filing of a Form 10-SB and 50,000 shares released 180 days after the execution of his engagement agreement;
4. You will be paid a day-rate equal to $750 for each day you work on WCollect=s behalf in your capacity as COO; provided, however, that you agree to accrue these fees until WCollect obtains a financing over and above the $300,000 financing it anticipates receiving within the next two (2) weeks;
5. You will have your pre-approved expenses reimbursed in a timely manner;
6. We agree to obtain Directors and Officers professional liability insurance in a minimum amount of $1,000,000 concurrent with the secondary financing referenced in paragraph 4 above.

Assuming this is acceptable, we will prepare a definitive agreement for our mutual signature immediately.

Very truly yours,

APPROVED AND AGREED
this 27 day of September, 1999

\s\ Stuart Irvine

Stuart Irvine                   By: \s\ Cliff Wildes
                                  -------------
President                           CLIFF WILDES

WCOLLECT.COM, INC.

General Information
1-800-730-5505
Investor Relations
1-877-608-1611
Media & PR
1-888-761-8887

info@wcollect.com
www.wcollect.com

9107 Wilshire Boulevard, Suite 650
Beverly Hills, CA 90210
(310) 275-8080

1520 Spruce St.
Suite 708
Philadelphia, PA
USA 19102
Tel: (215) 875-0111
Fax: (215) 875-0112

7th Floor
1201 West Pender St.
Vancouver, BC
Canada V6E 2V2
Tel: (604) 683-8556
Fax: (604) 683-8554

This is a Letter of Understanding, dated this 03 day of August, 1999.

BETWEEN:
Cortez Capital Inc.
c/o Bob Cabral
#36 - 1386 Nicola Street
Vancouver, B.C. V6G 2G2

AND:
WCollect.Com, Inc.
7th Floor, 1201 West Pender Street
Vancouver, BC V6E 2V2

We are pleased to have you join us at WCollect.Com, Inc. Please allow this to act as a Letter of Intent under the following conditions:

1. You will be an independent contractor for WCollect for a 90 day term of US$10,000 per month, effective the 01 day of August, 1999. Both Cortez Capital Inc. and WCollect.Com, Inc. may elect to terminate this contract with or without cause at any time during the first 90 days with 30 days written notice. The terms and conditions provided in the "Confidentiality Agreement" dated August 3, 1999 shall apply regardless of the reason(s) for termination.

2. Upon favourable review an extension of the contract may be granted for a further period of 12 months from the end of the 90 day period.

3. Payments will be made on a monthly basis as follows: A 50% advance at the beginning of each month and the monthly balance of the invoice amount will be paid by the 15th day of each month.

4. In addition, WCollect is finalizing a qualified incentive stock option program and employee benefits plan. Upon finalization the Option and Benefits plans will be made available to you.

5. Duties:

Consultant, providing:

a) Business plan
b) Financial plan
c) Strategic planning support at direction of CEO and CFO
d) Co-ordinate with Mercury Capital - weekly new releases as required.
(ie. Oversee all public releases issued by Mercury Capital)
e) Assist with 10SB and Audit
f) Back End Logistics - organisation structure
- offshore merchant
- L.A. office transition

6. Public Announcements concerning Bob Cabral's involvement with WCollect will state that he is acting as a consultant for the first three months.

WCOLLECT.COM, INC.

General Information
1-800-730-5505
Investor Relations
1-877-608-1611
Media & PR
1-888-761-8887

info@wcollect.com
www.wcollect.com

9107 Wilshire Boulevard, Suite 650
Beverly Hills, CA 90210
(310) 275-8080

1520 Spruce St.
Suite 708
Philadelphia, PA
USA 19102
Tel: (215) 875-0111
Fax: (215) 875-0112

7th Floor
1201 West Pender St.
Vancouver, BC
Canada V6E 2V2
Tel: (604) 683-8556
Fax: (604) 683-8554

WCollect.Com, Inc.

\s\ Stewart Irvine
------------------------------------
Stewart Irvine, President and C.E.O.

If you are in agreement with the above terms please sign below as acknowledgement and acceptance of those terms.

Acknowledged and Accepted this 3 day of August, 1999.

                               -        ------

\s\ Robert Cabral                    CORTEZ CAPITAL CORP.
----------------------------------   --------------------
Independent Consultant's Signature   Consultant's name (Please print)

WCOLLECT.COM, INC.

General Information
1-800-730-5505
Investor Relations
1-877-608-1611
Media & PR
1-888-761-8887

info@wcollect.com
www.wcollect.com

9107 Wilshire Boulevard, Suite 650
Beverly Hills, CA 90210-5519
(310) 275-8080

1520 Spruce St.
Suite 708
Philadelphia, PA
USA 19102
Tel: (215) 875-0111
Fax: (215) 875-0112

7th Floor
1201 West Pender St.
Vancouver, BC
Canada V6E 2V2
Tel: (604) 683-8556
Fax: (604) 683-8554

Letter of Engagement Between

WCollect.com, Inc. (the "Client")

AND

Universal Commerce Ltd. ("Universal")

Whereas the Client has engaged Universal to provide certain corporate finance services as outlined in "services provided". In exchange for providing these services, both the Client and Universal have agreed that in consideration for the consultant providing said services, the Client will issue common stock to the contractor for successfully completing said tasks and in accordance with the tasks as outlined in the Duties and Responsibilities.

A. The Client has agreed to compensate Universal, in exchange for it's services, the sum of 800,000 common shares in the Client's capital stock (the "Compensation"). The share certificate(s) for 800,000 common shares will be deemed to have been fully earned, in any event, on October 15, 1999.

B. WCollect's Board of Directors shall authorize that the Engagement Securities shall be issued on, or shortly after October 15, 1999 upon Universal's acceptance of its engagement, and shall thereafter be delivered upon such issuance to Universal's counsel, Jack Sousa, c/o Brown Beattie O'Donnovan with an address of, 380 Wellington St., Suite 1600, London. Ont., Canada N6A 5B5. However, in no event shall the Engagement Securities be delivered later than fifteen (10) business days from October 15, 1999. Once issued, the Engagement Securities shall be deemed fully earned and shall have all the same rights and all the same dilutive or anti-dilutive provisions as the "Founder's Securities" held by the original shareholders.

C. Universal shall have "Piggyback Registration Rights" to register the Engagement Securities as part of any registration filing by WCollect and/or its successors and assigns.

D. There is no other form of Compensation to be considered by way of this agreement. The Contractor will be responsible for all costs associated with providing the services indicated under this agreement.

WCOLLECT.COM, INC.

General Information
1-800-730-5505
Investor Relations
1-877-608-1611
Media & PR
1-888-761-8887

info@wcollect.com
www.wcollect.com

9107 Wilshire Boulevard, Suite 650
Beverly Hills, CA 90210
(310) 275-8080

1520 Spruce St.
Suite 708
Philadelphia, PA
USA 19102
Tel: (215) 875-0111
Fax: (215) 875-0112

7th Floor
1201 West Pender St.
Vancouver, BC
Canada V6E 2V2
Tel: (604) 683-8556
Fax: (604) 683-8554

Universal hereby agrees that in exchange for receiving the Compensation, it will to the best of its ability, and in a first class manner, provide the following corporate finance consulting services:

* Sourcing of interim financing in the form of an equity offering, convertible debenture offering or debt on behalf of the Client.
* Capital re-structuring and introductions to US based and international investment banking firms.
* Assist the client in developing corporate development plans and introduce the client to potential strategic business partners internationally.

A. Execution. The execution, delivery and performance of this Agreement, in the time and manner herein specified, will not conflict with, result in a breach of, or constitute a default under any existing agreement, indenture, or other instrument to which either the Client or Universal is a party to or by which either entity may be bound or affected.

B. Non-Circumvention. WCollect hereby irrevocably agrees not to knowingly or intentionally circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement, including avoiding payment of fees or other compensation to Universal or its affiliates in connection with any transaction involving any corporation, partnership, individual, or other entity introduced by Universal to WCollect and/or its Affiliates.

C. Timely Apprisals. WCollect shall keep Universal up to date and apprised of all business market and legal developments related to WCollect and its operations and management.

1. Accordingly, WCollect shall provide Universal with copies of all amendments, revisions and change to its business and marketing plans, bylaws, article of incorporation private placement memoranda, key contracts, employment and consulting agreements and other operational agreements.

2. WCollect shall promptly notify Universal of the threat or filing of any suit, arbitration or administrative action, injunction, lien, claim or complaint and promptly forward a copy of all related documentation directly to Tri-Fino or at Universal option to Universal counsel.

3. WCollect shall promptly notify Universal of all new contracts, agreements, joint enters or filing with any state, federal or local

administrative agency, including without limitation the SEC, NASD or any state agency, and shall provide all elated documents, including copies of the exact documents filed, to Universal, including, without limitation all annual reports, quarterly reports and notices of change of events, and registration statements filed with the SEC and any state agency, directly to Universal.

4. WCollect shall also provide directly to Universal current financial statements, including balance sheets, income statements, cash flows and all other documents provided or generated by WCollect in the normal course of its business and requested by Universal from time to time.

5. Universal shall keep all documents and information confidential as described in the section below titled, 'CONFIDENTIAL DATA."

D. Corporate Authority. Both WCollect and Universal have full legal authority to enter into this Agreement and perform the same in the time and manner contemplated.

E. Authorized Signatures. The individuals whose signatures appear below are authorized to sign this Agreement on behalf of their respective corporations.

F. Properly Issued Shares. When issued to Universal, the Engagement Securities shall be duly and validly issued, fully paid and non-assessable, unless otherwise required by law.

A. Indemnity. Because Universal will be acting on WCollect's behalf, it is Universal's practice to receive indemnification from all its clients. WCollect hereby wholly indemnifies Universal for any activities initiated by WCollect which may result in any shareholder, supplier or other affiliate lawsuit.

B. Additional Instruments. Each of the parties shall from time to time, at the request of others, execute, acknowledge and deliver to the other party any and all further instruments that may by reasonably required to give full effect and force to provisions of this Agreement.

C. Laws of the Province of B.C. This Agreement shall be deemed to be made in, governed by and interpreted under and construed in all respects in accordance with the laws of the Province of B.C., irrespective of the country or place of domicile or residence of either party. In the event of controversy arising out of the interpretation, construction, performance of breach of this Agreement, the parties hereby agree and consent to the jurisdiction and venue of the Courts in Vancouver, British Columbia, Canada.

WCOLLECT.COM, INC.

General Information
1-800-730-5505
Investor Relations
1-877-608-1611
Media & PR
1-888-761-8887

info@wcollect.com
www.wcollect.com

9107 Wilshire Boulevard, Suite 650
Beverly Hills, CA 90210
(310) 275-8080

1520 Spruce St.
Suite 708
Philadelphia, PA
USA 19102
Tel: (215) 875-0111
Fax: (215) 875-0112

7th Floor
1201 West Pender St.
Vancouver, BC
Canada V6E 2V2
Tel: (604) 683-8556
Fax: (604) 683-8554

D. Originals. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original and constitute one and the same Agreement. Facsimile copies with signatures shall be given the same legal effect as an original.

E. Addresses of Parties. Each party shall at all times keep the other informed of its principal place of business if different from that stated herein, and shall promptly notify the other of any changes, giving the address of the new place of business or residence.

F. Notices. All notices that are required to be or may be sent pursuant to the provision of this Agreement shall be sent by certified mail, return receipt requested, or by overnight package delivery service to each of the parties at the address appearing herein, and shall count from the date of mailing or the validated air bill.

UNIVERSAL COMMERCE LTD.            WCOLLECT.COM INC.
C/o Jack Sousa, Brown Beattie      650 - 9107 Wilshire Boulevard
Suite 1600, 380 Wellington St.,    Beverly Hills, CA  90210
London, Ont., Canada               Phone: (310) 275-8080
N6A 5B5                            Fax:   (310) 275-1683
Phone: (519) 679-0400

\s\ Robert Cabral                  \s\ Stewart Irvine
-------------------                ------------------
By Robert J. Cabral                By Stewart Irvine
Authorized Signatory               Its President

SOFTWARE SALES AGREEMENT

AGREEMENT dated September 24, 1999 ("Closing Date") by and between WCollect.com, Inc., a Florida corporation, with an address at 9107 Wilshire Boulevard, Suite 650, Beverly Hills, CA 90210 (hereinafter referred to as "Purchaser") and Classified Project Inc., a Delaware corporation, with an address at 1750 Vallejo Street, Suite 404, San Francisco, CA 94123 (herein referred to as "Vendor").

WITNESSETH:

Whereas Purchaser and Vendor have executed a binding letter of intent ("LOI") dated as of September 12, 1999 for the purposes of setting forth the parties' rights and obligations in connection with Purchaser's purchase and Vendor's sale of Vendor's proprietary auction engine
software and source code developed by Vendor for use in connection with Vendor's Web based auction Web site, NonProfitAuction.com, (which software, along with all of its source code is hereby collectively referred to as the "Assets"); and

Whereas Purchaser has agreed to purchase and Vendor has agreed to sell exclusively to Purchaser, the Assets, which Assets are sold in an "as is" condition, without warranty of any sort, either express or implied, except as is expressly specified below; and

Whereas Purchaser has agreed to acquire the Assets from Vendor for an aggregate price of US$38,560.00 (the "Purchase Price") in the form of a convertible payment obligation, payable upon the date of execution of the Agreement (the "Closing Date") as specified below and which method of payment has been approved by Vendor; and

Whereas both parties have agreed to work toward the execution of this Software Sales Agreement (the "Agreement") based upon and incorporating the basic terms of the transaction as are otherwise set forth in the LOI and with the understanding that time is of the essence for the execution of such A2reement;

NOW THEREFORE, the parties hereby agree as follows, to wit:

Article 1. DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

1.1 Assets

The term "Assets" means Vendor's proprietary computer auction engine software and its source code developed and previously or currently used by Vendor in connection with Vendor's Web based auction Web site, NonProfitAuction.com, along with any and all Versions (as defined below) thereof produced on or prior to the date hereof.

1.2 Version(s)

The term "Version(s)" shall mean any release, addition, update or version of any computer software.

1.3 Modification

The term "Modification" means any and all derivative works of the Assets developed through any modification, enhancement, extension, or addition of or to the Assets which may be incorporated into any Product(s) (as defined below).

1.4 Product(s)

The terms "Product(s)" mean(s) any and all computer software products or services developed, distributed, displayed or sold by Purchaser or Purchaser's successors or licensees.

1.5 Deliverable(s)

The term Deliverable(s) means any and all material, item, electronic file, software program etc., comprising or included as part of the Assets, and/or any component thereof, as is to be delivered to Purchaser in accordance with this Agreement.

Article 2. OBJECT OF THIS AGREEMENT

Subject to the terms and conditions hereof, for the consideration specified below, Vendor hereby agrees to sell (and hereby sells) and to deliver the Assets, including all rights therein and thereto, for and including any and all Versions thereof, to Purchaser.

Article 3. DELIVERY SCHEDULE

3.1 The delivery schedule consists of the schedule dates set forth in Schedule A attached hereto, and which are subject to modification by Vendor and Purchaser upon their mutual written consent.

3.2 All files which comprise or are included in the Assets, and which are incorporated into the Deliverables shall be delivered to Purchaser on a CD-ROM, in an uncompressed, clearly labeled and formatted, via delivery method and to an address all as reasonably specified by Purchaser. Notwithstanding the foregoing, if Vendor makes known to Purchaser in advance the extant format of the Deliverables and/or the manner or mode of its intended means of Delivery, and Purchaser accepts same in writing, the latter shall have precedence.

Article 4. GRANT; NO RESTRICTIONS

4.1 Grant

Subject to the terms and conditions of this Agreement, Vendor hereby acknowledges that Purchaser shall be free to and shall have the right to do any or all of the following:

4.1.1 to utilize, incorporate, reproduce, display, distribute, market, advertise and promote the Assets in or in connection with Purchaser's Products;

4.1.2 to modify any and all aspects of the Assets to develop any Modification therein or thereto, and to utilize, incorporate, reproduce, display, distribute, market, advertise and promote the Modified Software in or in connection with Purchaser's Products;

4.1.3 to sell to third parties the Assets and or any rights therein or thereto, as described in 4.1.1 and 4.1.2 above, or otherwise;

4.1.4 to grant to each end-user of the Purchaser's Products a license to use same for its internal purposes or otherwise;

4.1.5 to credit or to refer to Vendor as the originator of the Software;

4.1.6 to refrain from doing any of the foregoing; and/or

4.1.7 any other purpose desired by Purchaser.

4.2 Trademarks / Copyrights

Trademarks and trade names, along with any copyrights under which Purchaser may have heretofore marketed the Assets are hereby exclusively assigned to Purchaser. This Agreement gives Purchaser no rights in any of Vendor's trade marks, other than those established by virtue of prior registration or publication concerning the Assets, and the Assets alone.

Article 5. PAYMENTS

As full consideration for all rights and licenses granted to Purchaser under Article 4 of this Agreement, Purchaser shall pay to Vendor the sum of US $38,560 ("Purchase Price") which sum shall be made payable as follows:

5.1 Purchaser shall pay to Vendor the Purchase Price on or before 120 days following the Closing Date (the "Effective Date"). Interest shall be accrued at an annualized rate of 9.0% per annum beginning on the Closing Date, added to the Purchase Price and paid by the Purchaser to the Vendor in the same currency as Purchase Price amount, but only payable on the date that the Purchase Price is paid.

5.2 At the election of Vendor, at any time on or before the Effective Date, Vendor may elect that the Purchase Price plus the accrued interest, as at that date, be converted to common stock in the share capital of the Purchaser at a conversion rate of US$ 1.00 per share, subject to regulatory approval if necessary. Said election shall be executed in whole and not in

part. This notice of conversion shall be submitted to Purchaser by Vendor in written form, authorized by an officer or director of the Vendor. If such conversion is effected, all debts to Vendor payable by Purchaser shall be deemed as paid in full and settled. This conversion transaction shall be referred to as the "Put" option.

5.3 At the election of Purchaser, on the first business day immediately prior to the Effective Date, if the trailing 30 day average closing trading price of its share capital is greater than US$4.00/share, with no single day closing below US$4.00/share, Purchaser may trigger conversion of the Purchase Price plus accrued interest as of that date, into common stock of its share capital at a conversion rate of US$ 1.00 per share, subject to regulatory approval, if necessary. Said election shall be executed in whole and not in part. This notice of conversion shall be submitted to Vendor by Purchaser in written form, authorized by an officer or director of Purchaser. If such conversion is effected, all debts to Vendor payable by Purchaser shall be deemed as paid in full and settled. This conversion transaction shall be referred to as the "Call" option.

5.4 If neither the Put option nor the Call option is exercised by the Effective Date, then Purchaser will prepare and deliver instructions to its banking institution to complete a wire transfer of the Purchase Price plus accrued interest as of that date, before 3:00 p.m. pacific time, to be deposited in the account of Vendor. Vendor's banking information shall be attached hereto as Schedule "B" and made a part hereof so as to mitigate any risks of misinformation affecting this transaction. This payment of debt shall be referred to as the "Payment".

5.5 If neither the Put option nor the Call option is exercised, and Purchaser fails to meet the terms of the Payment, all of the Assets and the exclusive ownership of the Assets shall be immediately returned to Vendor, and Purchaser shall have no further rights of any kind or nature relating to the Assets.

5.6 All payments to Vendor pursuant hereto shall be in the form of check or other form of payment reasonably requested by Vendor, and shall be addressed to Vendor in care of the address set forth in Article 9 hereof.

Article 6. WARRANTIES AND REPRESENTATIONS

6.1. Assets Sold "As Is"

The Assets are sold in their present form "as is" which means that Vendor makes no warranty or other representation concerning the suitability of the Assets for Purchaser's purpose, nor that the software which comprises the Assets is error free, nor with respect to any other matter related to the Assets or the sale thereof to Purchaser, except that Vendor does represent and warrant (i) that it has no knowledge of any claim that the Assets infringe any patent, copyright, trade secret or other intellectual property right of any third party, and (ii) that it has the full right and power to enter into this Agreement. The liability of Vendor for any breach or breaches of any of the foregoing representations and warranties shall be limited to the consideration received by Vendor in accordance with Article 5 hereof.

Article 7. TERM AND TERMINATION

7.1 Term

This Agreement shall come into force on the date first above written and unless terminated pursuant to Article 7.2 hereof, shall continue on in perpetuity.

7.2 Termination

If either party fails to comply with any of the material terms and conditions of this Agreement, the other party may, at its option, terminate this Agreement upon ten (10) days written notice to the defaulting party. Any such notice shall specify the nature of the breach, and the purported and/or desired remedy for same. Upon receipt of such notice, the receiving party shall have a period of ten (10) days in which to cure such breach.

7.3 Effect of Termination

In the event of termination of this Agreement by reason of Purchaser's breach thereof, Purchaser shall discontinue use of the Assets until such time same has been otherwise cured. In the event of termination of this Agreement by reason of Vendor's breach thereof, Purchaser shall have the right to withhold payment or any un-remitted portions thereof until such time same has been otherwise cured. These remedies are cumulative, and exercise of any one shall not restrict a party from pursuing any other remedies which may be at its lawful disposal.

Article 8. ASSIGNMENT

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns, but neither this Agreement, nor any rights and obligations hereunder, shall be assigned by either party hereto to any other person, firm or corporation or other entity, without the express written consent thereto of the other party, which consent shall not be unreasonably withheld. Any assignment or transfer of a part or whole of this Agreement in violation of this Article shall be null and void and of no effect.

Article 9. NOTICE

Any notice to be given to any party hereto hereunder shall be given in writing and delivered personally, or by certified mail (with appropriate postage prepaid), or in the form of a facsimile transmission, followed immediately by a confirmation letter by certified mail. Such notice shall be directed to the following address, or facsimile number of such party or such other address, or facsimile number as such party may designate by written notice given to the other party. Each such notice shall become effective
(i) if given by mail, seven (7) calendar days after being deposited in the mail, or (ii) if delivered by facsimile, when received by such party.

To Vendor:     1750 Vallejo Street,
               Suite 404,
               San Francisco, CA 94123

                 Facsimile No. 650-341-1395
                 Attn: Chris Tsakalakis

To Purchaser:    9107 Wilshire Boulevard,
                 Suite 650,
                 Beverly Hills, CA 90210

                 Facsimile No. 310-275-1683
                 Attn.: Andrew Zucker,
                        General Counsel

Article 10. GOVERNING LAW

This Agreement shall be governed in all respects by, and construed in accordance with, the laws of the State of California applicable to agreements entered into entirely within such State.

Article 11. MISCELLANEOUS

11.1 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes the LOI and any and all other prior agreements and understandings between them with respect hereto.

11.2 Neither this Agreement nor any of the terms hereof maybe amended, supplemented, waived or modified orally, but only by an instrument in writing signed by an authorized signatory of each party hereto.

11.3 At no time shall the failure of any party to require performance by the other party of any of its obligations hereunder constitute or be construed by any party as a waiver of the right to require such performance at any time thereafter. A waiver by either Party of any remedy for any breach hereof shall not be taken as a waiver of any remedy with respect to any succeeding breach hereof.

11.4 The parties hereto shall act in all matters pertaining to this contract as independent contractors. Nothing in this Agreement shall constitute or be deemed as constituting a partnership between the parties hereto. This Agreement shall not be construed to authorize either party hereto to act as an agent for or representative of the other party, or to authorize either party to assume or create any obligations on behalf of the other party.

11.5 The headings of this Agreement are for convenience only and shall not define, modify or otherwise affect the construction of any of the provisions hereof.

11.6 This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

11.7 Upon Purchaser's reasonable request, Vendor agrees to execute such additional documents, including Exhibit "A" attached hereto and made a part hereof ("Short Form Assignment"), which are intended to further effectuate the intentions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the day and year first above written.

Vendor:                       Purchaser:
Classified Project Inc.       WCollect.com, Inc.

By:\s\ Alan Spoon             By: \s\ Bob Cabral
   ---------------------         ---------------------

Printed name: Alan Spoon      Printed name: Bob Cabral
              ----------                    ----------

Title: Officer                Title: Authorized Signatory
       -----------------             --------------------

Date: Sept. 24, 1999          Date: Sept. 28/99
      ------------------            ---------------------

Exhibit "A"

SHORT FORM ASSIGNMENT

For good and valuable consideration, the undersigned ("Assignor") does hereby sell, grant, convey and assign unto WCollect.com, Inc. ("Assignee"), any and all rights in and to that certain auction engine computer software created by Assignor for Assignor's web-based auction site, along with any source code thereto (collectively, the "Assets").

This Assignment shall be construed in accordance with the laws of the state of California and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, licensees and assigns.

IN WITNESS VTHEREOF, Assignor has executed and delivered this Assignment as of the _ day of September, 1999.

ASSIGNOR

Classified Project, Inc.

By: \s\ Alan Spoon
   -----------------------
        Authorized Signatory

WITNESS

By: ______________

Schedule "A"

DELIVERY DATE

Delivery Date: Within 72 hours of Purchaser's execution of this Agreement

Schedule "B"

VENDOR'S BANKING INFORMATION

Citibank, N.A.
New York, NY
ABA# 021000089
Account# 40529291

Name: The Washington Post Company Corporate Control