-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HGS9wfeX01Qcfx4EhxB4j87rOQJlYkufFMpOTaaIFr0+Om6QGCZRhv8tZGqKDDLm J+5c2VtFW+7NHssBye0cWA== 0001047469-98-045096.txt : 19981228 0001047469-98-045096.hdr.sgml : 19981228 ACCESSION NUMBER: 0001047469-98-045096 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUITE101 COM INC CENTRAL INDEX KEY: 0000896726 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330464753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54879 FILM NUMBER: 98775748 BUSINESS ADDRESS: STREET 1: 1122 MAINLAND STREET SUITE 390 CITY: VANCOUVER B C CANADA STATE: A1 ZIP: 92626 BUSINESS PHONE: 6046891428 FORMER COMPANY: FORMER CONFORMED NAME: KINETIC VENTURES LTD DATE OF NAME CHANGE: 19970514 FORMER COMPANY: FORMER CONFORMED NAME: NEURO NAVIGATIONAL CORP DATE OF NAME CHANGE: 19941117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHFIELD CAPITAL CORP CENTRAL INDEX KEY: 0001075822 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 350 BAY STREET SUITE 1100 STREET 2: TORONTO ONTARIO CITY: CANADA BUSINESS PHONE: 4168659237 MAIL ADDRESS: STREET 1: 350 BAY STREET SUITE 1100 STREET 2: TORONTO ONTARIO CITY: CANADA STATE: A6 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SUITE 101.COM, INC. ------------------- (Name of Issuer) COMMON STOCK $.01 PAR VALUE ------------------------------ (Title of Class of Securities) 865073 10 0 -------------- (CUSIP Number) NORTHFIELD CAPITAL CORPORATION 350 BAY STREET - SUITE 1100 TORONTO, ONTARIO, CANADA M5H 2S6 416-865-9237 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 10, 1998 ----------------------------------- Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP NO. 865073 10 0 - ------------------------------------------------------------------------------- 1. Name of Reporting Person Northfield Capital S.S. or IRS Identification No. of Corporation Above Person Not Required - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a (a) [ ] Member of a Group (b) [X] - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - ------------------------------------------------------------------------------- 6. Citizenship or Place of Province of Organization Ontario - ------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Reporting Person: 7) Sole Voting Power 2,244,136 ----------------------------------------- 8) Shared Voting Power -0- ----------------------------------------- 9) Sole Dispositive Power 2,244,136 ----------------------------------------- 10) Shared Despositive Power -0- - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 2,244,136 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.3% - ------------------------------------------------------------------------------- 14. Type of Reporting Person CO -2- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is shares of common stock, par value $.001 per share (the "Shares"), of Suite101.com, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1122 Mainland Street, Suite 390, Vancouver, British Columbia, Canada V6B 5L1 ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Northfield Capital Corporation. ("Northfield"). Northfield is a corporation organized under the laws of the Province of Ontario. Its principal business is diversified investing. Its address is 350 Bay Street, Suite 1100, Toronto, Ontario, Canada M5H 2S6. The name, citizenship, present principal occupation or employment and business address of each Director and executive officer of Northfield and each other person controlling Northfield is set forth in Schedule A hereto. Neither Northfield nor any Director or executive officer of Northfield has, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The purchase price for the Shares acquired from the Company was 415,018 shares of the capital stock of i5ive communications, inc. ("i5ive") and for the shares acquired from Benitz & Partners Limited was nominal consideration as an inducement for entering into the transaction. The source of the funds used to purchase the Shares was Northfield's working capital. ITEM 4. PURPOSE OF TRANSACTION. On December 10, 1998, pursuant to an agreement effective October 30, 1998, the Company completed a transaction with i5ive communications, inc. ("i5ive") In the transaction, the Company issued 1,739,969 shares and 1,436,565 of Common Stock (after reflecting a 1-for-6 reverse stock split of the Company's outstanding shares), to Northfield and 284085 B.C. Ltd., respectively, the former shareholders of i5ive, in exchange for all of the outstanding shares of i5ive. In addition, Northfield acquired concurrently with the closing from Benitz & Partners Limited, a principal shareholder of the Company, 504,167 shares of Common Stock. On the closing of the transaction, Peter L. Bradshaw, Julie M. Bradshaw and Sunny H. Hirai, officers -3- and Directors of i5ive, were elected Directors of the Company and the Company's three Directors prior to the closing resigned. As a consequence of the transactions, Northfield Capital Corporation, 284085 B.C. Ltd., of which Mr. Bradshaw is an officer, Director and principal shareholder, Ms. Bradshaw and Mr. Hirai hold an aggregate of 5,610,340 shares of the Company's outstanding Common Stock or approximately 55.8% of the shares outstanding. Northfield is not acting as part of a "group", as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with such persons with respect to acquiring, holding or disposing of the Shares. The purpose or purposes of the acquisition of the Shares by Northfield was a passive investment. Depending on market conditions and other factors, Northfield may acquire additional Shares as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Northfield also reserves the right to dispose of some or all of their Shares in the open market, in privately negotiated transactions to third parties or otherwise. As of the date hereof, except as described herein, Northfield does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's Certificate of Incorporation or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. -4- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of December 10, 1998, Northfield holds beneficially the following securities of the Company. -5-
Percentage of shares of Title of security Amount Common Stock (1) - --------------------------- ------------------------------------------------ Common Stock 2,244,136 22.3%
- ------------------------------- (1) Calculated in accordance with Rule 13d-3. (b) Northfield has the sole power to vote or to direct the vote of the Shares held by it and has the sole power to dispose or to direct the disposition of the Shares held by it. By virtue of his relationships with Northfield, Robert D. Cudney may be deemed to beneficially own, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Shares which Northfield directly beneficially owns. Such person disclaims beneficial ownership of the Shares for all other purposes. (c) None (d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. Purchase Agreement among the Company and Northfield Capital Corporation, 284085 B.C. Ltd. and i5ive communications inc. B. Amendment dated November 18, 1998 to Purchase Agreement among the Company and Northfield Capital Corporation, 284085 B.C. Ltd. and i5ive communications inc. -6- C. Amendment dated December 1, 1998 to Purchase Agreement Among the Company and Northfield Capital Corporation, 284085 B.C. Ltd. and i5ive Communications inc. D. Amendment dated December 3, 1998 to Purchase Agreement Among the Company and Northfield Capital Corporation, 284085 B.C. Ltd. and i5ive Communications inc. -7- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: December 22, 1998 Northfield Capital Corporation By /s/ ROBERT D. CUDNEY ----------------------------- President -8- SCHEDULE A EXECUTIVE OFFICERS President Robert D. Cudney (Canadian) President & CEO, Northfield Capital Corp 350 Bay Street, Suite 1100, Toronto, ON M5H 2S6 Treasurer Brent J. Peters (Canadian) Vice President, Northfield Capital Corp 350 Bay Street, Suite 1100, Toronto, ON M5H 2S6 Secretary Sheila D. Martin (Canadian) Secretary 350 Bay Street, Suite 1100, Toronto, ON M5H 2S6 DIRECTORS Robert D. Cudney Same as above Burton V. Pabst (Canadian) Former President & Chairman Magna International Inc. (Auto parts company) Currently retired businessman RR 3, Schomberg, ON L0G 1T0 John D. McBride (Canadian) Chairman, Santa Cruz Gold Inc. 320 Bay Street, Suite 1000, Toronto, ON M5H 4A6 Thomas G. Larsen (Canadian) President, Northfield Minerals Inc. 155 University Ave, Suite 1905, Toronto, ON M5H 3B7 Frank C.Smeenk (Canadian) Chairman, MacDonald Mines Exploration Ltd. 350 Bay Street, Suite 1100, Toronto, ON M5H 2S6 Thomas J. Pladsen (Canadian) Chartered Accountant 320 Bay Street, Suite 1000, Toronto, ON M5H 4A6 -9- EX-99.A 2 EXHIBIT 99.A KINETIC VENTURES LTD. SUITE 850, 1095 WEST PENDER STREET VANCOUVER, B.C. V6E 2M6 October 9, 1998 NORTHFIELD CAPITAL 284085 B.C. LTD. CORPORATION Suite 390, 1122 Mainland Street Suite 1100, 350 Bay Street Vancouver, B.C. Toronto, Ontario V6B 5L1 M5H 2S6 (collectively the "Vendors") I5IVE COMMUNICATIONS INC. Suite 390, 1122 Mainland Street Vancouver, B.C. V6B 5L1 Dear Sirs: RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC. (THE "COMPANY") --------------------------------------------------------------- When signed by each of the Vendors and the Company this letter will evidence the agreement with us (the "Purchaser") in respect of the acquisition by the Purchaser of all of the shares of the Company (the "Shares") from the Vendors. A. REPRESENTATIONS AND WARRANTIES OF THE VENDORS Each of the Vendors severally represents and warrants, in respect of the Vendor only, to the Purchaser that: 1. The Shares owned by the Vendor are or will be on the Closing Date (as defined below) legally and beneficially owned by the Vendor and the Vendor has a good and marketable title thereto free and clear of all mortgages, liens, charges, security interests, adverse claims, charges, encumbrances, and demands whatsoever. 2. No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any of the Shares held by the Vendor except for Sunny H. Hirai, Dean Minamimaye, Jason Pamer and Julie M. Bradshaw (the "Management Group") who have or will have on or before the Closing Date the option to acquire an aggregate of 24% of the Shares from the Vendors if the purchase and sale of the Shares as contemplated by this agreement does not occur. 3. Each Vendor owns or, on the Closing Date, will own the Shares set forth opposite its name as shown below:
NAME NUMBER OF SHARES ---- ---------------- Northfield Capital Corporation 58 284085 B.C. Ltd. 42 --- 100 --- ---
4. This agreement has been duly authorized, validly executed and delivered by the Vendor. 5. Each Vendor is a resident of Canada under the INCOME TAX ACT (Canada). No claim shall be made by the Purchaser against the Vendors as a result of any misrepresentation or as a result of the breach of any covenant or warranty herein contained unless the aggregate loss or damage to the Purchaser exceeds $5,000. B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND VENDORS The Vendors and the Company jointly and severally represent and warrant to the Purchaser that: 1. The Company is duly incorporated and organized and is in good standing with respect to the filing of Annual Returns under the laws of British Columbia. 2. The authorized capital of the Company consists of 100 Class "A" common shares with a par value of $1.00 each all of which are issued and outstanding as fully paid and non-assessable and 49,900 Class "B" preferred shares with a par value of $1.00 each of which none are issued and outstanding. 3. No person, firm or corporation has any agreement or option, including convertible securities, warrants or convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the Company or of any securities of the Company. 4. The Company, without the prior written consent of the Purchaser, will not issue any additional shares from and after the date hereof to the Closing Date or create any options, warrants or rights for any person to subscribe for any unissued shares in the capital of the Company, except for any securities to be issued prior to the Closing Date pursuant to the provisions herein. 5. The Company has the corporate power to own or lease its property and assets, the particulars of which are set out on Schedule "A", and to carry on its business as described in its business plan dated September 16, 1998 (the "Business") attached hereto as Schedule "B"; it is duly qualified as a corporation to carry on the Business and is in good standing with respect thereto in each jurisdiction in which the nature of the Business or the property owned or leased by it makes such qualification necessary. 6. The Company does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser. 7. The Company is not a party to or bound by any agreement of guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person, firm or corporation. 8. The books and records of the Company fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of the Company as at the date hereof, and all material financial transactions of the Company relating to the Business have been accurately recorded in such books and records. 9. All of the material transactions of the Company have been promptly and properly recorded or filed in or with the books or records of the Company and the minute books of the Company contain all records of the meetings and proceeds of the Company's directors, shareholders and other committees, if any, since its incorporation. 10. Attached hereto as Schedules "C" and "D" are the following financial statements (collectively, the "Company Financial Statements") (i) the Company's unaudited balance sheets as of August 31, 1998 and December 31, 1997, and (ii) the Company's unaudited statements of income and deficit for the eight months ended August 31, 1998 and the year ended December 31, 1997. The Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods, are correct and complete, and are consistent with the books and records of the Company, which books and records are correct and complete. Since the date of the Company's balance sheet included in the Company Financial Statements, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. 11. The Company has filed in a timely manner all federal and provincial income tax returns for all years to and including the fiscal year of the Company ended December 31, 1997 and all taxes for such years have been paid. 12. The entering into of this agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or bylaws of the Company or of any indenture, instrument or agreement, written or oral, to which the Company or the Vendors may be a party. 13. This agreement has been duly authorized, validly executed and delivered by the Company. 14. The Business has been carried on in the ordinary and normal course by the Company since August 31, 1998 and will be carried on by the Company in the ordinary and normal course after the date hereof and up to the Closing Date. 15. No capital expenditures in excess of $10,000 have been made or authorized by the Company since August 31, 1998 and no capital expenditures in excess of $10,000 will be made or authorized by the Company after the date hereof and up to the Closing Date without the prior written consent of the Purchaser, except that the Company may incur capital expenditures of up to $35,000 to purchase computer equipment. 16. The Company is not a party to any written or oral employment, service or pension agreement, and the Company does not have any employees who cannot be dismissed on not more than one months' notice without further liability. 17. The Company does not have outstanding any bonds, debentures, mortgages, notes or other indebtedness and the Company is not under any agreement to create or issue any bonds, debentures, mortgages, notes or other indebtedness, except as disclosed in the Company Financial Statements. 18. The Company is not the owner, lessee or purchaser under any agreement to own or lease any real property, except that the Company subleases, on a month-to-month basis, its premises located at Suite 390, 1122 Mainland Street, Vancouver, British Columbia, V6B 5L1. 19. The Company owns, possesses and has good and marketable title to its undertaking, property and assets used in or acquired for the Business and, without restricting the generality of the foregoing, all those assets described in the balance sheets included in the Company Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising. 20. The Company has its property insured against loss or damage by all insurable hazards or risks on a replacement cost basis and such insurance coverage will be continued in full force and effect to and including the Closing Date and, to the best of the knowledge of the Company and the Vendors, the Company is not in default with respect to any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim under any such insurance policy in due and timely fashion. 21. Except as disclosed herein the Company does not have any outstanding written material agreements (including employment agreements) contracts or commitment, of any nature or kind whatsoever, except: (a) agreements, contracts and commitments in the ordinary course of the Business; (b) service contracts on office equipment; (c) the lease described in paragraph 18 above. 22. There are no actions, suits or proceedings (whether or not purportedly on behalf of the Company), threatened or, to the best of the knowledge of the Company and the Vendors, pending against or affecting the Company or affecting the Business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and neither the Company nor the Vendors are aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success. 23. The Company is not in default or breach of any material contracts, agreements, written or oral, indentures or other instruments 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 such a default or breach, and all such contracts, agreements, indentures or other instruments are now in good standing and the Company is entitled to all benefits thereunder. 24. The Company has no registered trademarks, trade names and patents but has, to the best of the Vendors' knowledge, good and valid title to all common law trademarks and trade names used in connection with the Business. 25. To the best of the knowledge of the Company and the Vendors, the conduct of the Business does not infringe upon the patents, trademarks, trade names or copyrights, domestic or foreign, of any other person, firm or corporation. 26. To the best of the knowledge of the Company and the Vendors, the Company is conducting and will conduct the Business in compliance with all applicable laws, rules and regulations of each jurisdiction in which the Business is or will be carried on, the Company is not in material breach of any such laws, rules or regulations and is or will be on the Closing Date fully licensed, registered or qualified in each jurisdiction in which the Company owns or leases property or carries on or proposes to carry on the Business to enable the Business to be carried on as now conducted and its property and assets to be owned, leased and operated, and all such licenses, registrations and qualifications are or will be on the Closing Date valid and subsisting and in good standing except where the failure to be so will not have a materially adverse effect on the operation of the Business. 27. All facilities and equipment owned or used by the Company in connection with the Business are in good operating condition and are in a state of good repair and maintenance for facilities and equipment of similar age relative to standards of repair and maintenance maintained by other companies carrying on a similar business in Canada. 28. The Company has no loans or indebtedness outstanding which have been made to directors, former directors, officers, shareholders and employees of the Company or to any person or corporation not dealing at arm's length with any of the foregoing. 29. There are no material liabilities of the Company of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which the Company or the Purchaser may become liable on or after the consummation of the transactions contemplated by this agreement, other than liabilities which may be reflected on the Company Financial Statements, liabilities disclosed or referred to in this agreement or liabilities incurred in the ordinary course of business and attributable to the period since the date of the Company Financial Statements, none of which has been materially adverse to the nature of the Business, results of operations, assets, financial condition or manner of conducting the Business. 30. The Articles, bylaws and other constating documents of the Company in effect with the appropriate corporate authorities as at the date of this agreement will remain in full force and effect without any changes thereto as at the Closing Date. 31. The directors and officers of the Company are as follows: NAME POSITION ---- -------- Peter L. Bradshaw President & Director Julie M. Bradshaw Secretary & Director Sunny H. Hirai Director of Operations & Director Robert D. Cudney Director 32. No order ceasing or suspending trading in securities of the Company nor prohibiting the sale of such securities is presently outstanding against the Company or the Vendors and no investigations or proceedings for such purposes have been threatened or, to the best of the Vendors' knowledge, without making any inquiries, are pending. 33. They will assist the Purchaser in preparing any confidential offering memorandum required by the Purchaser in connection with the private offer and sale of its securities as contemplated by this agreement (the "Private Placement") by providing such information about the Company and preparing in accordance with US GAAP and causing to be audited any financial statements of the Company required to be included in such memorandum or the inclusion of which in such memorandum would be advisable. 34. As at June 30, 1998 the Company was indebted to the Vendors and companies related to them for Cdn$ 717,702. No claim shall be made by the Purchaser against the Company or the Vendors as a result of any misrepresentation or as a result of the breach of any covenant or warranty herein contained unless the aggregate loss or damage to the Purchaser exceeds $5,000. C. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser represents and warrants to the Vendors and the Company that: 1. The Purchaser is duly organized and is validly existing and in good standing under the laws of Delaware; it is a reporting issuer in British Columbia, Alberta, Ontario and Quebec and its common shares are registered under section 12(g) of the SECURITIES EXCHANGE ACT OF1934 (United States), as amended (the "Exchange Act") and is in good standing with respect to all filings required to be made under the securities legislation of such jurisdictions; it has the corporate power to own or lease its properties and to carry on its business as now being conducted by it; and it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary. 2. The authorized capital of the Purchaser consists, as of the date hereof, of 40,000,000 shares of Common Stock, par value of US$ 0.001 per share, of which 39,933,733 shares are currently issued and outstanding as fully paid and non-assessable and 1,000,000 shares of Preferred Stock, par value of US$ 0.01 per share, of which none are issued and outstanding. After the filing of a Certificate of Amendment with the office of the Secretary of the State of Delaware to effect the combination of the Purchaser's outstanding shares as contemplated by this agreement and as authorized by the stockholders of the Purchaser at a meeting held on July 14, 1998, before reflecting any shares issued and sold pursuant to the Private Placement, the Purchaser will have 6,655,622 shares of Common Stock outstanding. 3. No person, firm or corporation has any agreement or option, including convertible securities, warrants or convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the Purchaser or of any securities of the Purchaser. 4. The Purchaser, without the prior written consent of the Vendors, will not issue any additional shares from and after the date hereof to the Closing Date or create any options, warrants or rights for any person to subscribe for any unissued shares in the capital of the Purchaser, except for any securities to be issued prior to the Closing Date pursuant to the provisions herein. 5. The directors and officers of the Purchaser are as follows: NAME POSITION ---- -------- Brian E. Bayley President & Director A. Murray Sinclair Director Jennine M. Ballard Director Sandra Lee Secretary 6. The Purchaser's financial statements (collectively, the "Purchaser Financial Statements") consisting of (i) the Purchaser's audited balance sheets and statements of income, changes in shareholders' equity and cash flow as of and for the fiscal years ended December 31, 1997 and December 31, 1996 (the "Purchaser Audited Financial Statements") and (ii) the Purchaser's unaudited balance sheets and statements of income, changes in shareholders' equity and cash flow as of and for the six months ended June 31, 1998 (the "Purchaser Unaudited Financial Statements") (including the notes thereto) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Purchaser as of such dates and the results of operations of the Purchaser for such periods, are correct and complete, and are consistent with the books and records of the Purchaser, which books and records are correct and complete. Since the date of the Purchaser's balance sheet included in the Purchaser Unaudited Financial Statements, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Purchaser and there will not be, prior to the Closing Date, any material increase in the Purchaser's liabilities except as a result of the matters referred to in paragraph 18 below and the Deposit (as defined below) referred to in section D which amount the Purchaser proposes to borrow from third parties. Raimondo Pettit Group, who have reported on the Purchaser Audited Financial Statements, are independent public accountants (as defined under the Securities Act) with respect to the Purchaser and their reports conform with the requirements of the Securities Act and the regulations thereunder. 7. There have been no material adverse changes in the financial position or condition of the Purchaser or damage, loss or destruction materially affecting the business or property of the Purchaser since the date of the Purchaser Unaudited Financial Statements. 8. The Purchaser is not a party to or bound by any agreement or guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness or any other person, firm or corporation. 9. All of the material transactions of the Purchaser have been promptly and properly recorded or filed in or with the books or records of the Purchaser and the minute books of the Purchaser contain all records of the meetings and proceeds of the Purchaser's directors, shareholders and other committees, if any, since its incorporation. 10. The Purchaser has filed all forms, reports, schedules, registration statements, and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the "SEC") since March 20, 1997 (as such documents have since the time of their filing been amended or supplemented, the "Purchaser SEC Reports"). As of their respective dates, the Purchaser SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements included in the Purchaser SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Forms 10-QSB and 8-K of the SEC) and fairly present in all material respects (subject, in the case of the unaudited financial statement, to normal, recurring year-end audit adjustments) financial position of the Purchaser as the respective dates thereof and the results of its operations and cash flows for the respective periods then ended. The Purchaser's shares of common Stock have been registered under Section 12(g) of the Exchange Act. 11. There are no actions, suits or proceedings (whether or not purportedly on behalf of the Purchaser), threatened or, to the best of the Purchaser's knowledge, pending against or affecting the Purchaser or affecting the Purchaser's business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and the Purchaser is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success. 12. The Purchaser's common stock is eligible for quotation on the over-the-counter (OTC) Bulletin Board pursuant to Rule 6530(a) of the NASD's OTC Bulletin Board Rules. 13. The Purchaser does not currently have any employees and is not party to any collective agreements with any labour unions or other association of employees. 14. The Purchaser does not have any subsidiaries (other than Endovascular, Inc., which is dormant and has no assets) or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Company. 15. The business of the Purchaser now and until the Closing Date will be carried on in the ordinary and normal course after the date hereof and upon to the Closing Date and no material transactions shall be entered into until the Closing Date without the prior written consent of the Vendors. 16. The Purchaser has been assessed for federal Canadian and provincial income taxes for all years to and including the fiscal year of the Purchaser ended December 31, 1997 and all taxes have been paid. 17. No capital expenditures in excess of $5,000 have been made or authorized by the Purchaser since the date of the Purchaser Unaudited Financial Statements and no capital expenditures in excess of $5,000 will be made or authorized by the Purchaser after the date hereof and up to the Closing Date without the prior written consent of the Vendors. 18. The Purchaser is not indebted to any of its directors or officers nor are any of the Purchaser's directors or officers indebted to the Purchaser. The Purchaser is indebted to Quest Ventures Ltd. for Cdn$ 24,550 and to Quest Management Corp. for $381 as at September 30, 1998 pursuant to expenses incurred on behalf of the Purchaser and demand loans bearing no interest made to the Purchaser for the purpose of providing operating capital and prior to the Closing Date the Purchaser may incur further indebtedness to such companies in respect of legal and accounting fees, transfer agency fees, brokerage fees and securities regulatory filing fees and related expenses incurred in respect of the transactions contemplated by this agreement. The Purchaser shall not become indebted to such companies for any management, administration or similar fees. 19. Except as contemplated hereby, there has been no amendment of the certificate of Incorporation or By-Laws of the Purchaser since April 24, 1997 and no notice has been given relating to the adoption of any amendment to either and no proceedings are pending relating thereto. 20. There are no material liabilities of the Purchaser of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which the Purchaser or the Company may become liable on or after the consummation of the transaction contemplated by this agreement, other than liabilities which may be reflected on the Purchaser Audited Financial Statements and Purchaser Unaudited Financial Statements, liabilities disclosed or referred to in this agreement or liabilities incurred in the ordinary course of business and attributable to the period since the date of the Purchaser Unaudited Financial Statements, none of which has been materially adverse to the nature of the Purchaser's business, results of operations, assets, financial condition or manner of conducting the Purchaser's business. 21. The entering into of this agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or bylaws of the Purchaser or of any indenture, instrument or agreement, written or oral, to which the Purchaser may be a party. 22. This agreement has been duly authorized, validly executed and delivered by the Purchaser. 23. No order ceasing or suspending trading in securities of the Purchaser nor prohibiting the sale of such securities is presently outstanding against the Purchaser and no investigations or proceedings for such purposes have been threatened or, to the best of the Purchaser's knowledge, without making any inquiries, are pending. No claim shall be made by the Company or the Vendors against the Purchaser as a result of any misrepresentation or as a result of the breach of any covenant or warranty herein contained unless the aggregate loss or damage to the Company and the Vendors exceeds $5,000. D. DEPOSIT AGAINST PURCHASE PRICE Upon the execution and delivery of this agreement by the Vendors and the Company, the Purchaser shall deliver to the Company the sum of Cdn$ 100,000 (the "Deposit") to be applied towards the purchase price of the Shares. The Deposit shall only be used to finance the Business in the ordinary course of the Business and shall not be used to repay any outstanding loans of the Company or pay any dividends, bonuses or payouts. The Deposit shall be non-refundable unless (i) it is not used for the foregoing purposes; or (ii) the transactions contemplated by this agreement do not close on or before January 29, 1999 solely as a result of the failure by the Purchaser to complete the financing in paragraph F.2 and such failure is attributable solely to adverse financial markets. If (i) occurs the Company shall repay the Deposit and if (ii) occurs the Company, at its option, shall repay the Deposit or issue to or as directed by the Purchaser that number of common shares of the Company equal to 3% of the common shares of the Company then outstanding on a fully diluted basis for an aggregate purchase price of $100,000. E. PURCHASE AND SALE Each of the Vendors hereby agrees to sell and the Purchaser hereby agrees to purchase the Shares for a purchase price of Cdn$ 717,702 to be satisfied by the issuance of 3,405,622 post-consolidated common shares of the Purchaser at a deemed price of Cdn$ 0.21 (US$ 0.14) per share. The Vendors acknowledge that such shares will be subject to restrictions on resale in British Columbia, Ontario and the United States and the certificates representing the shares will be endorsed with the legend set out in paragraph (g) of Schedule "E". F. CLOSING Closing shall take place on or before January 29, 1999 (the "Closing Date"). Closing shall be at the offices of O'Neill & Company, 1880 -1055 West Georgia Street, Vancouver, British Columbia. (a) CONDITIONS PRECEDENT TO CLOSING It shall be a condition precedent to the Vendors' obligations to complete the transactions contemplated in this agreement that: 1. The aforesaid representations and warranties of the Purchaser shall be true on the Closing Date; 2. The Purchaser shall have completed the Private Placement as a result of which the Purchaser shall have working capital of not less than US$ 3,000,000 and net assets of not less than US$ 3,000,000 immediately prior to the Closing Date; 3. The Purchaser shall have filed with the office of the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation changing its name to one approved by the Company and combining its outstanding shares of Common Stock on the basis of one share for each six outstanding shares and following such consolidation and the completion of all the transactions contemplated by this agreement the Purchaser shall have not more that 11,811,244 common shares issued and outstanding. 4. The Purchaser shall have obtained all necessary regulatory and shareholder approvals to the transactions contemplated under this agreement and to the carrying on by the Purchaser of the business of the Company; 5. On closing the board of directors of the Purchaser shall have three members consisting of Peter Bradshaw, Julie Bradshaw and Sunny Hirai or their nominees; 6. All of the documents required to be delivered by the Purchaser on closing shall have been delivered; 7. The Purchaser shall have filed with the SEC and mailed to its stockholders in the requisite time period the notice required by Rule 14f-1 under section 14(f) of the Exchange Act; and 8. The Management Group and Northfield Capital Corporation shall have acquired on or before the Closing Date from third parties an aggregate of 2,500,000 post-consolidated common shares of the Purchaser. 9. Quotations for the Purchaser's common stock shall have appeared on the OTC bulletin board for at least the five consecutive trading days before the Closing Date. It shall be a condition precedent to the Purchaser's obligations to complete the transactions contemplated in this agreement that: 1. The aforesaid representations and warranties of the Vendors and the Company shall be true on the Closing Date. 2. All outstanding indebtedness of the Company to its shareholders and affiliated companies as of June 30, 1998 being Cdn$ 717,702 shall have been forgiven or converted into shares of the Company and, if converted, such shares shall be added to and constitute part of the shares wherever that term is used in this agreement and such affiliated companies holding such shares shall agree to become a party to and bound by this agreement. 3. The Investment Representation Letter attached hereto as Schedule "E" shall have been executed by each Vendor. 4. The Vendors shall have provided the Purchaser with a certificate dated as of the Closing Date and executed by both of them confirming that all information about the Company that has been provided to the Purchaser and its representatives by the Vendors or the Company for the purposes of preparing and which is contained in any confidential offering memorandum used in connection with the Private Placement did not and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the information contained therein respecting the Company not misleading. 5. Auditors independent of the Company shall have confirmed to the Purchaser in writing that the Company Financial Statements (as defined in paragraph G.2) can be prepared and audited as described in and within the requisite time period referred to in that paragraph. 6. The Company and the Purchaser shall have obtained all necessary regulatory and shareholder approvals to the transactions contemplated under this agreement and to the carrying on by the Purchaser of the business of the Company. 7. All of the documents required to be delivered by the Company on closing shall have been delivered. (b) DELIVERIES ON CLOSING On closing: 1. the Vendors and the Company shall deliver to the Purchaser: (a) certificates representing the Shares duly endorsed in blank for transfer with the Vendor's respective signatures properly guaranteed or with a duly executed and guaranteed stock power of attorney; (b) a certificate representing the Shares duly registered in the Purchaser's name and evidence that the Purchaser has been registered as the sole shareholder of the Company; (c) opinion of counsel to the Company in form and substance satisfactory to the Purchaser; (d) the Vendors' Investment Representation Letters attached as Schedule "E" hereto; and (e) certificates of the Vendors and of the President of the Company, dated as of the Closing Date, confirming that the representations and warranties contained in parts A and B are correct as of that date. 2. the Purchaser shall deliver to the Vendors: (a) certificates representing the common shares of the Purchaser to be issued in satisfaction of the purchase price endorsed with the legend set out in paragraph (g) of Schedule "E"; (b) resignations of Brian E. Bayley, A. Murray Sinclair and Jennine M. Ballard as directors of the Purchaser and evidence of the appointment of Peter Bradshaw, Julie Bradshaw and Sunny Hirai as directors of the Purchaser; (c) opinion of counsel to the Purchaser in form and substance satisfactory to the Vendors; (d) all the books, records and documents of the Purchaser in the possession or under the control or direction of Quest Management Corp.; (e) notices in the form contemplated by BOR #95/17 of the British Columbia Securities Commission so that the certificates representing the shares of the Purchaser do not need to be endorsed with any legends under the SECURITIES ACT (British Columbia); and (f) a certificate of the Purchaser, dated as of the Closing Date, confirming that the representations and warranties contained in part C are correct as of that date. G. POST-CLOSING TRANSACTIONS Immediately after the Closing Date and on or before the filing deadlines therefore the Company and Purchaser shall file with all securities regulatory authorities having jurisdiction: 1. duly completed and executed Form 20s with the British Columbia and Ontario Securities Commissions disclosing the issuance to the Vendors of the common shares of the Purchaser; 2. a duly completed and executed Current Report on Form 8-K with the SEC containing the information required by Item 2 thereof and the historical audited and unaudited financial statements of the Company as required by Item 7(a) thereof (collectively, the "Financial Statements") and the PRO FORMA financial statements of the Company and Purchaser as required by Item 7(b) thereof. The Financial Statements (including the notes thereto) shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods and be consistent with the books and records of the Company. The auditors who report on the Financial Statements shall be independent public accountants with respect to the Company and their reports shall conform with the requirements of the Securities Act and the regulations thereunder; and 3. such other documents, reports and filings as may be necessary to comply with applicable securities legislation. For a period of one year after the Closing Date the Company and the Purchaser shall not repay, directly or indirectly, their shareholders, directors or officers any indebtedness incurred to them during the period July 1, 1998 to the Closing Date other than travel and entertainment expenses incurred by them on behalf of the Company in the ordinary course of the Business. The Purchaser and the Company shall repay and the Vendors shall cause them to repay all indebtedness incurred to Quest Management Corp. and Quest Ventures Ltd. in accordance with paragraph C.18 of this agreement. H. MISCELLANEOUS This agreement contains the whole agreement between the parties hereto and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory. The parties agree to do such further acts and things as may be necessary to give effect to the foregoing. This agreement may be signed in one or more counterparts which shall together comprise one and the same document. This agreement may also be delivered by telecopier which delivery shall be deemed to be valid and sufficient. If the foregoing correctly reflects our agreement please sign below where indicated, Yours truly, KINETIC VENTURES LTD. Per: /s/ Brian E. Bayley - ------------------------------ Brian E. Bayley, President AGREED AND ACCEPTED 284085 B.C. LTD. NORTHFIELD CAPITAL CORPORATION per: per: /s/ Robert Codney /s/ Peter Bradshaw - ------------------------------ ------------------------------ Signature Signature Robert Codney, President Peter Bradshaw, President - ------------------------------ ------------------------------ Name Position Name Position October 23, 1998 October 23, 1998 - ------------------------------ ------------------------------ Date Date I5IVE COMMUNICATIONS, INC. per: /s/ Sunny Hirai - ------------------------------ Signature Sunny Hirai, COO - ------------------------------ Name Position Oct. 30, 1998 - ------------------------------ Date EX-99.B 3 EXHIBIT 99.B KINETIC VENTURES LTD. SUITE 850, 1095 WEST PENDER STREET VANCOUVER, B.C. V6E 2M6 November 18, 1998 NORTHFIELD CAPITAL 284085 B.C. LTD. CORPORATION Suite 390, 1122 Mainland Street Suite 1100, 350 Bay Street Vancouver, B.C. Toronto, Ontario V6B 5L1 M5H 2S6 (collectively the "Vendors") I5IVE COMMUNICATIONS INC. Suite 390, 1122 Mainland Street Vancouver, B.C. V6B 5L1 Dear Sirs: RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC. (THE "COMPANY") When signed by each of the Vendors and the Company this letter will evidence the amendment to that agreement dated October 9, 1998 and accepted effective October 30, 1998 (the "Share Purchase Agreement") with us (the "Purchaser") in respect of the acquisition by the Purchaser of all of the shares of the Company (the "Shares") from the Vendors. Capitalized terms in this agreement shall have the same meaning as in the Share Purchase Agreement. For valuable consideration paid by each party to the other, the receipt of which is hereby acknowledged, the Share Purchase Agreement is amended as follows: 1. Section D of the Share Purchase Agreement is deleted and replaced with the following: "D. WORKING CAPITAL LOAN Upon the execution and delivery of this agreement by the Vendors and the Company, the Purchaser shall advance to the Company the sum of Cdn$ 100,000 as an interest free loan to be used for working capital in the Company's business (the "Loan"). The Loan shall only be used to finance the Business in the ordinary course and shall not be used to repay any outstanding non-arms length indebtedness of the Company or pay any dividends, -2- bonuses or payouts. The Loan shall be repayable on demand without interest if (i) it is not used for the foregoing purposes; or (ii) the acquisition of the Shares by the Purchaser from the Vendors does not close on or before January 29, 1999. If (i) occurs the Company shall repay the Loan in cash and if (ii) occurs the Purchaser, at its option, may require the Company to repay the Loan in cash or to issue to or as directed by the Purchaser that number of common shares of the Company equal to 3% of the common shares of the Company then outstanding on a fully diluted basis for an aggregate purchase price of Cdn$ 100,000." The Company acknowledges receipt of the Loan and delivers to the Purchaser herewith a promissory note evidencing such indebtedness. 2. The first part of paragraph (a) of section F of the Share Purchase Agreement respecting the conditions precedent for the Vendors to close is amended as follows: (a) The Purchaser does not need to have completed the Private Placement referred to in paragraph F(a)(2) prior to closing; and (b) Quotations for the Purchaser's common stock do not need to have appeared on the OTC bulletin board for at least the five consecutive trading days before the Closing Date as referred to in paragraph F(a)(9). 3. If the acquisition of the Shares does not complete by January 29, 1999 the Purchaser shall forthwith change its name to one which does not contain the words "Suite 101.com" and which does not indicate or imply an association with the Company or Business; 4. Notwithstanding the provisions of section B.34 and the second paragraph 2 of part F(a) of the Share Purchase Agreement the parties acknowledge that as at June 30, 1998 the accounts payable of the Company as shown on the June 30, 1998 balance sheet included not more than Cdn$ 70,000 of liabilities owed by the Company to one or more of the shareholders and their affiliates and that these accounts payable are to be repaid in the normal course and are not included in the Cdn$ 717,702 which is to forgiven or converted into shares of the Company prior to closing; and 5. The closing shall take place on December 8, 1998 or as soon as possible thereafter. Except as amended hereby the Share Purchase Agreement shall continue in full force and effect. This agreement may be signed in one or more counterparts which shall together comprise one and the same document. This agreement may also be delivered by telecopier which delivery shall be deemed to be valid and sufficient. -3- If the foregoing correctly reflects our agreement please sign below where indicated. Yours truly, KINETIC VENTURES LTD. Per: Brian E. Bayley, President AGREED AND ACCEPTED NORTHFIELD CAPITAL CORPORATION 284085 B.C. LTD. per: per: Signature Signature Name Position Name Position Date Date I5IVE COMMUNICATIONS INC. per: Signature Name Position Date EX-99.C 4 EXHIBIT 99.C KINETIC VENTURES LTD. 850 - 1095 WEST PENDER STREET VANCOUVER, B.C. V6E 2M6 December 1, 1998 NORTHFIELD CAPITAL CORPORATION Suite 1100, 350 Bay Street Toronto, Ontario M5H 2S6 284085 B.C. LTD. Suite 390, 1122 Mainland Street Vancouver, B.C. V6B 5L1 I5IVE COMMUNICATIONS INC. Suite 390, 1122 Mainland Street Vancouver, B.C. V6B 5L1 Dear Sirs: RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC. (THE "COMPANY") Kinetic Ventures Ltd. hereby agrees that notwithstanding the provisions of the last paragraph contained under the heading "G. Post Closing Transactions" in the Share Purchase Agreement dated October 9, 1998, as amended, among Kinetic Ventures Ltd., Northfield Capital Corporation, 284085 B.C. Ltd. and i5ive communications inc. the indebtedness owing to the Company's shareholders, directors and officers referred to in such paragraph may be repaid in the normal course. KINETIC VENTURES LTD. Per: _____________________________ Signature _____________________________ Name Position EX-99.D 5 EXHIBIT 99.D KINETIC VENTURES LTD.850 - 1095 WEST PENDER STREET VANCOUVER, B.C. V6E 2M6 December 3, 1998 NORTHFIELD CAPITAL CORPORATION 284085 B.C. LTD. Suite 1100, 350 Bay Street Suite 390, 1122 Mainland Street Toronto, Ontario M5H 2S6 Vancouver, B.C. V6B 5L1 I5IVE COMMUNICATIONS INC. Suite 390, 1122 Mainland Street Vancouver, B.C. V6B 5L1 Dear Sirs: RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC.("I5IVE") BY KINETIC VENTURES LTD. (THE "PURCHASER") PURSUANT TO THAT SHARE PURCHASE AGREEMENT DATED OCTOBER 9, 1998, AS AMENDED, (THE "AGREEMENT") AMONG KINETIC VENTURES LTD., NORTHFIELD CAPITAL CORPORATION, 284085 B.C. LTD. AND I5IVE COMMUNICATIONS INC. The Purchaser hereby acknowledges that: 1. notwithstanding the provisions of paragraph B. 3 of the Agreement i5ive has or, prior to closing, will have granted options to purchase 70,202 Class A common shares in its capital at a price of US$ 7.12 per share and: (a) consents thereto pursuant to paragraph B. 4 of the Agreement: and (b) agrees it will assume such options and issue, in their place, stock options to purchase shares of the Purchaser's common stock on the basis of an option to purchase one share of i5ive being equivalent to an option to purchase 4.745 shares of the Purchaser at an exercise price of US$ 1.50 per share. 2. paragraphs A. 3 and B. 2 of the Agreement regarding the representations and warranties share capital are amended to reflect that the authorized capital of i5ive now consists of 90,000,000 Class A common shares and 10,000,000 Class B common shares of which 717,803 Class A shares and no Class B shares are issued and outstanding and that Northfield Capital Corporation now owns 415,018 Class A shares and 284085 B.C. Ltd now owns 302,785 Class A shares . KINETIC VENTURES LTD. Per: _____________________________ Authorized Signature -----END PRIVACY-ENHANCED MESSAGE-----