As filed with the Securities and Exchange Commission on August 9, 2001
Registration No. 333-57592

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

Pre-Effective Amendment No. 4 to Form S - 3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SIDEWARE SYSTEMS INC.
----------------------------------
(Exact name of Registrant as specified in its charter)

British Columbia, Canada
-------------------------------------
(State or other Jurisdiction of incorporation or organization)

1810 Samuel Morse Drive, Reston, Virginia, 20190-5316
Telephone (703) 437-9002
---------------------------------------
(Address, and telephone number of registrant's principal executive
offices)

James S. Speros, Chief Executive Officer
Sideware Systems Inc.
1810 Samuel Morse Drive, Reston, Virginia, 20190-5316
Telephone (703) 437-9002
-------------------------------------------
(Name, address, and telephone number of agent for service)

Copies to: Grant Sutherland, Director, Sideware Systems Inc.
1600 - 777 Dunsmuir St., Vancouver, B.C. V7Y 1K4
Tel: (604) 688-0047; Fax (604) 688-0094

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement is
declared effective.

If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
[ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Amount to be Proposed Proposed Amount of
Class of Registered Maximum Maximum Registration Fee
Securities to Offering Price Aggregate
be Registered Per Share (1) Offering
Price (1)

Common Shares 11,512,136(1)(2) $0.43 $5,032,450 $1,258.11
Common Shares 1,084,000(3) $0 $0 $0(4)

Total Common
shares 12,596,136 - - $1,258.11

(1) Pursuant to Rule 457(c), the proposed maximum offering price
per common share and the proposed maximum aggregate offering price
have been calculated on the basis of $0.43 per share, the average
of the high and low prices reported on the OTC Bulletin Board
quotation service as of March 22, 2001. This registration
statement was originally filed to register 12,787,373 shares. The
number of shares registered was decreased in Pre-Effective Amendment
No. 1 to this registration statement.

(2) Includes 6,282,384 shares to be issued on the exercise of
warrants.

(3) Includes 1,084,000 shares to be issued on the exercise of
warrants.

(4) Pursuant to Rule 429, these common shares are being carried
forward from a Registration Statement on Form F-3 (No. 333-38876)
along with filing fees of $6,233.00 associated with such
securities that were previously paid with the F-3 Registration
Statement, as amended. These shares are issuable on the exercise
of warrants.

Pursuant to Rule 429 of the Securities Act of 1933, the prospectus
included as a part of this Registration Statement also relates to a
Registration Statement on Form F-3 (No. 333-38876).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), SHALL DETERMINE.

SUBJECT TO COMPLETION DATED AUGUST 9, 2001

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS
SIDEWARE SYSTEMS INC.

12,596,136 Common Shares

This prospectus covers 12,596,136 common shares of Sideware Systems
Inc., a Canadian corporation, being offered for re-sale by the persons
named in this prospectus as selling shareholders.

Sideware Systems Inc. will not receive any proceeds from the sale of the
shares. The selling shareholders will receive those proceeds. The
selling shareholders will control the number of shares offered for
sale. The selling shareholders are not required to sell all, or any,
of the shares.

The selling shareholders will also control how the shares are offered
for sale. The selling shareholders may enter into underwriting
agreements, and may pay underwriting discounts or commissions. The
selling shareholders will control the prices at which the shares are
offered, and can reject any proposed purchaser.

Our common shares trade on the Toronto Stock Exchange under the symbol
"SYD.U" and are quoted on the OTC Bulletin Board quotation service
under the symbol "SDWS". The closing price reported for our common
shares on the Toronto Stock Exchange and the OTC Bulletin Board on
August 7, 2001 were $0.40 and $0.36, respectively.

INVESTING IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The date of this prospectus is August 8, 2001.

TABLE OF CONTENTS

Page
Prospectus Summary 1
Risk Factors 3
Special Note Regarding Forward-looking Statements 9
Additional Information 9
Incorporated Documents 9
Enforcement of Civil Liabilities 10
Selling Shareholders 11
Use of Proceeds 21
Plan of Distribution 22
Description of Securities to be Registered 24
Material Changes 24
Legal Matters 26
Experts 26
SEC Position on Indemnification for Securities Act Liabilities 26

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The shares
covered by this prospectus are not being offered in any state where
the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate after
the date of the document.

PROSPECTUS SUMMARY

THE COMPANY

Our business is the development and marketing of interactive e-
business software. Our company was formed in 1983 and entered the
field of software development in 1990. We had a change of management
in May 1995, and released our first product under new management in
November 1995.

Our current products are offered as the Sideware Enterprise
Interaction Suite 4.0. Our products support Web based customer
communication, and are intended for the growing market for eCRM
(electronic Customer Relationship Management) software.

The Internet is growing rapidly in importance as a medium for
conducting business. With growing use of the Internet for business,
we believe that there will be an increasing demand for software that
supports Internet based transactions.

The Sideware Enterprise Interaction Suite currently includes four
products:

- - Sideware Collaboration, a Web collaboration product which
supports interactive chat between companies and their customers;
- - Sideware Assist, which permits a company to offer automated
customer service;
- - Sideware Telephony, which permits users to integrate Web based
and telephone communications into a single customer service
system; and
- - Sideware Wireless, which permits a company to communicate with
customers using wireless devices.

As part of the Enterprise Interaction Suite 4.0 we also offer the Reply
e-mail management program of Banter Inc., which we are authorized to sell
as a reseller for Banter, Inc.

We market our products primarily through our marketing arrangements with
IBM, and through value added resellers under the Sideware Partner Program.

We have not yet generated substantial operating revenues, and we have
incurred losses consistently since entering the technology field.
During the year ended December 31, 2000 we incurred a net loss of
$27,794,338. In addition, we operate in a highly competitive market.
An investment in our shares is speculative and involves a high degree
of risk. The principal risks affecting our business and securities
are set out below under the heading "RISK FACTORS".

Our head office is located at 1810 Samuel Morse Drive, Reston,
Virginia, 20190-5316, and our telephone number is (703) 437-9002.
Our world-wide web address is www.sideware.com.

THE OFFERING

Common shares being Up to 12,596,136 common shares.
offered by the
selling - 1,084,000 shares are issuable on the exercise of
shareholders: share purchase warrants which we issued to
selling shareholders on April 13, 2000.
- 5,229,752 shares were issued to selling
shareholders in a private placement which we
completed on February 22, 2001.
- 5,229,752 shares are issuable on the exercise of
share purchase warrants which we issued to
purchasers in the February 22, 2001 private placement.
- 526,316 are issuable on the exercise of
warrants which we issued as consideration for
placement agent services in the February 22,
2001 private placement.
- 526,316 shares are issuable on the exercise of
share purchase warrants which we will issue on
exercise of the warrants that we issued for
placement agent services.

The shares and warrants listed above were issued to
United States and foreign purchasers under exemptions
from registration under the Securities Act of 1933.

Risk Factors An investment in our common shares is speculative
and involves a high degree of risk. Before
making an investment, you should read this entire
prospectus, and the information incorporated in
it by reference, carefully. You should also
consider the information under the heading "Risk
Factors", which begins on page 3.

Use of Proceeds We will not receive any proceeds from the sale of
shares offered by the selling shareholders. To
the extent that any warrants are exercised for cash,
we will receive the warrant exercise price. Proceeds
from the exercise of warrants, if any, will be used for
working capital purposes.

Listing or Our common shares currently trade on the Toronto
Quotation of Common Stock Exchange under the symbol "SYD.U" and are
Shares quoted on the OTC Bulletin Board quotation
service under the symbol "SDWS".

RISK FACTORS

INVESTMENT IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK
FACTORS BEFORE PURCHASING OUR COMMON SHARES.

BECAUSE WE DO NOT YET EARN SUBSTANTIAL REVENUE, AND BECAUSE OUR AUDITOR'S
REPORT STATES THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
IN BUSINESS, WE FACE A RISK THAT OUR BUSINESS WILL FAIL.

We have never earned substantial operating revenue. We have been
dependent on equity financing to pay operating costs and to cover
operating losses.

We estimate that we have sufficient cash to pay ongoing operating
expenses, at their current level, until approximately the end of October
2001. To continue operation beyond that we will have to generate operating
revenue or raise additional capital. If we do not, we face a risk that
our business will fail.

The auditor's report on our December 31, 2000 financial statements
includes an additional paragraph that identifies conditions that raise
substantial doubt about our ability to continue as a going concern.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

BECAUSE WE HAVE A LIMITED SALES HISTORY WITH OUR CURRENT PRODUCTS, WE DO NOT
HAVE A RELIABLE BASIS FOR PREDICTING THAT WE WILL EARN REVENUE IN THE
FUTURE.

Our products are relatively new, and are directed to a new and rapidly
changing market. We do not have a record of past sales from which we
can predict future revenues. As a result, our prospects for
generating revenue are speculative, and may change rapidly and without
warning. We have no assurance that we will earn substantial revenue
in the future, nor any basis for predicting the level of any future
revenues.

BECAUSE OF OUR LIMITED OPERATING AND SALES HISTORY WITH OUR CURRENT PRODUCTS,
WE CANNOT MAKE RELIABLE PROJECTIONS OF OUR FUTURE OPERATING COSTS.

We have recently terminated a substantial number of employees in
order to reduce operating costs, and we have reduced
discretionary marketing expenditures. If we begin to generate
substantial sales revenue, we may have to hire additional
personnel or incur substantial advertising costs. As a result of
our lack of historical sales, we cannot make reliable projections
of the number of additional personnel we will require, the cost
of employing those personnel, or the level of marketing and
overhead expenses we will incur. We thus have no assurance that
any revenue we earn will be sufficient to cover the cost of
earning that revenue, or to generate operating profits.

BECAUSE WE LACK PROVEN DISTRIBUTION CHANNELS, WE MAY BE UNABLE TO
REACH POTENTIAL CUSTOMERS FOR THE ENTERPRISE INTERACTION SUITE.

Historically, we have attempted to sell our products principally
through our direct sales force. Those efforts were unsuccessful,
and we have terminated most of the employees in our direct sales
force. We presently plan to market the Enterprise Interaction
Suite through two principal distribution channels, the

IBM marketing programs in which we are participating and value added
resellers. To date, we have not generated substantial sales
revenue through either channel. Accordingly, we have no assurance
that these methods of sale will be effective in reaching potential
customers for the Enterprise Interaction Suite.

BECAUSE OUR PRODUCTS ARE OFFERED IN AN EMERGING MARKET, THE POTENTIAL
MARKET FOR OUR PRODUCTS IS UNCERTAIN.

Our products are intended for a new and emerging market for Web based,
interactive electronic business solutions. Our future success depends
on the widespread adoption of the Web as a medium for business
transactions. Many factors could hinder the development of this
market, including the following:

- - The Web has experienced, and is expected to continue to
experience, significant user and traffic growth. The Web
infrastructure may not be able to support the demands placed on
it by the continued growth upon which our success depends.
- - There are many unresolved legal and technical issues concerning
Web based commerce. They include issues of security, privacy,
reliability, cost, accessibility, and quality of service. If
these issues are not resolved, Web based commerce may not
continue to increase.
- - There is substantial uncertainty about how governments may
attempt to regulate use of the Web or tax Web based transactions.
The imposition of new government regulations or taxes may impede
use of the Web for business purposes.

If Web based commerce does not continue to increase, the market for
our products, and our prospects for generating sales, will be
impaired.

BECAUSE WE ARE NOT A LARGE COMPANY, WE MAY BE UNABLE TO COMPETE.

Many of our competitors have longer operating histories, greater name
recognition, and substantially greater financial, technical,
marketing, and other resources than we have. Our competitors may be
able to expand and develop their technologies more quickly, to devote
greater resources to the development and marketing of their products,
or to respond more quickly to changing opportunities or technologies.

The market for computer software is dominated by large corporations
which have assets much greater than ours, and which might be able to
develop software duplicating the features of our products at modest
cost. We face a continual risk that market opportunities or product
features which we intend to exploit can, within a short period of
time, become dominated by much larger and financially stronger
corporations, rendering our products obsolete or non-competitive.

BECAUSE OUR MARKET IS HIGHLY COMPETITIVE AND CHANGING RAPIDLY, OUR
PRODUCTS MAY NOT GAIN MARKET ACCEPTANCE.

The market for interactive Web based electronic business solutions is
highly competitive and rapidly changing. Many types of changes in
either the demand side or the supply side of our market could render
our products non-competitive. Those types of changes include, but are
not limited to, the following:

- - We believe that barriers to entry in our market are relatively
small, so that new competitors could enter the market within a
short period of time.

- - Technological advance in the computer industry is rapid. Other
companies may develop new technologies which provide the same
functions as our products with greater efficiency or lower cost.
- - Industry consolidations, or formations of alliances among
industry participants, may give our competitors superior
marketing channels, economies of scale, or the benefit of
strategic alliances with major software companies. Competing
products may also be integrated or marketed with broader product
offerings, so that our products will be unattractive to customers
seeking those broader product offerings.
- - Customer preference may shift away from the kinds of products we
offer to products offered by other companies.

BECAUSE WE HAVE RECENTLY REDUCED OUR WORK FORCE, AND BECAUSE WE
HAVE NOT ACHIEVED SUBSTANTIAL SALES REVENUE IN THE PAST, WE MAY
NOT HAVE ADEQUATE PERSONNEL OR SYSTEMS TO COPE WITH A RAPID
INCREASE IN SALES.

Subsequent to December 31, 2000, we have reduced our work force
by approximately 70% in order to reduce operating costs. If our
products begin to gain market acceptance, we could experience
substantial growth in orders, sales, and revenue. We cannot
assure that we will be able to manage the strains that future
growth may place on our administrative infrastructure, systems,
and controls. We may be unable to hire additional personnel we
need to to install and support our products.

BECAUSE MUCH OF OUR WORK FORCE HAS BEEN HIRED RECENTLY, WE ARE
VULNERABLE TO LOSS OF KEY EMPLOYEES.

The departure of a single employee or a small number of employees
could hurt our business. We have reduced our sales and marketing
staff to approximately 12 employees. In addition, most of our
development personnel have been hired within the last six months,
as a result of the transfer of our development activities from
British Columbia to Reston, Virginia. Continued development of
our products is substantially dependent on our Chief Technology Officer.

We cannot assure that we will be able to attract and retain qualified
personnel on acceptable terms. We do not have key man insurance
on any of our employees.

BECAUSE OUR BUSINESS IS DEPENDENT ON PROPRIETARY TECHNOLOGY, WE ARE
VULNERABLE TO MISAPPROPRIATION OF OUR TECHNOLOGY.

We rely heavily on our proprietary software technology. To protect
our proprietary technology we rely on confidentiality agreements with
key employees and third parties, and on trade secret, trademark, and
copyright laws. Although we attempt to maintain confidentiality of
our software technology, we cannot assure that we have adequately
protected our technology from misappropriation.

In addition, others may attempt to "reverse engineer" our products, to
determine their method of operation and to develop competing products.
Sophisticated technology has been developed to facilitate reverse
engineering of computer software, increasing the risk that our
products could be duplicated by others at modest cost.

BECAUSE WE OPERATE IN A HIGH TECHNOLOGY FIELD, WE FACE A RISK OF
INFRINGEMENT CLAIMS FROM OTHER COMPANIES.

If any of our products violate third party proprietary rights we may
be required to re-engineer our products or seek licenses from third
parties. We have no reason to believe that any of our products
infringe the proprietary rights of third parties. However, we do not
conduct comprehensive patent searches to determine whether the
technology used in our products infringes any third party patents.

High tech markets are characterised by the existence of a large number
of patents with broad, and questionable, application. As the market
for our products develops, and the functionality of those products
grows and overlaps with products offered by competitors, our products
may become increasingly subject to infringement claims. Although we
have no reason to believe that any of our products infringe the
proprietary rights of third parties, there can be no assurance that
infringement claims will not be asserted against us, or that such
claims will not require us to enter into royalty arrangements or
result in costly litigation.

BECAUSE OUR PRODUCTS RELY ON THIRD PARTY TECHNOLOGIES, WE MAY NOT HAVE
ACCESS TO REQUIRED TECHNOLOGY.

Our Enterprise Interaction Suite incorporates software licensed from
third parties. We have no reason to believe that our existing license
rights will cease to be available, but we cannot assure that they will
continue.

In addition, we expect that we will have to license additional third
party technology to continue development of our products. We can not
assure that the third party technology we require will be available,
or that it will be available on acceptable commercial terms.

Inability to obtain required technology from third parties could
require us to develop software performing the required functions
independently, or to re-engineer our products to operate without the
licensed software. This could result in interruptions or delays in
our ability to sell or continue development of our products, in loss
of important features of our products, or in increased costs for our
products.

BECAUSE OUR PRODUCTS ARE COMPLEX, THEY MAY CONTAIN ERRORS.

Software products are complex, and frequently contain errors, or
"bugs". Our products may contain such errors, which could cause
product failures. Our products have not had extensive use under
actual operating conditions, and accordingly, we have no assurance
that they will operate free of material errors or defects. Product
failures could result in loss of revenues, loss of market share,
failure to achieve market acceptance, or injury to our reputation.

BECAUSE WE HAVE NOT COMPLETED ANY LARGE INSTALLATIONS OF THE
ENTERPRISE INTERACTION SUITE, WE DO NOT KNOW HOW WELL IT WILL OPERATE
IN LARGE INSTALLATIONS.

To date, most of our installations of the Enterprise Interaction Suite
and its predecessor products have been small, involving only a few
customer service representative workstations. Our internal testing of
the Enterprise Interaction Suite indicates that it can support large
installations. However, we have never completed a large installation
of any of our products, or secured a contract for a large
installation.

Owing to our lack of experience with large installations, we do not
know how well the Enterprise Interaction Suite will run in large
installations.

BECAUSE WE HAVE LIMITED EXPERIENCE USING OUR PRODUCTS UNDER ACTUAL
OPERATING CONDITIONS, WE COULD FACE SUBSTANTIAL PRODUCT LIABILITY
CLAIMS.

Because of our limited operating history with the Enterprise
Interaction Suite, we have no assurance that it will not experience
failures under actual operating conditions. If any of our products
fail, a customer may assert a claim for substantial damages against
us, regardless of whether we are responsible for the failure. Product
liability claims could require us to spend significant time and money
in litigation, or to pay significant damages.

We currently carry limited insurance, which may not cover claims
against us for financial losses, and which will not be sufficient in
amount to cover large claims. In addition, there can be no assurance
that any insurance coverage will be available in the future on
reasonable terms, that insurance we purchase will be sufficient to
cover any claims against us, or that insurers will not deny coverage
with respect to any future claim.

BECAUSE WE HAVE NOT GENERATED SUBSTANTIAL REVENUE AND BECAUSE OUR
BUSINESS HAS NOT BEEN PROFITABLE, WE MAY NOT BE ABLE TO RAISE
ADDITIONAL CAPITAL WE NEED.

We will likely require additional capital to continue the development
of our products, to pay the costs of marketing those products, or to
cover operating losses until we are able to become profitable. As we
have never generated operating profits or substantial sales revenue,
we may not be able to raise the amount of capital we require.

Several other factors may also hinder our efforts to raise capital.
They include the following:

- - Our share price has been highly volatile during 2000 and the
first half of 2001. The volatility of our share price may deter
potential investors.
- - Subsequent to the first quarter of 2000, many technology
companies have experienced financial
difficulties and rapidly declining share prices. As a result,
potential investors may be less willing to invest in technology
companies generally.
- - Subsequent to the first quarter of 2000, capital markets have
become tighter generally, with less financing available for
technology companies generally.

BECAUSE WE MAY HAVE TO RAISE ADDITIONAL CAPITAL, THE INTERESTS OF
SHAREHOLDERS MAY BE DILUTED.

To raise additional capital we may have to issue additional shares,
which may dilute the interests of existing shareholders substantially.
Alternatively, we may have to borrow large sums, and assume
obligations to make substantial interest and capital payments. We may
also have to sell significant interests in some or all of our
products. If we are able to raise additional capital, we cannot
assure that it will be on terms that enhance the value of our common
shares.

BECAUSE WE HAVE NON-ARM'S LENGTH AGREEMENTS WITH SUBSIDIARIES,
GOVERNMENTS MAY CHALLENGE OUR TAX RETURNS.

We have non-arm's length agreements with our subsidiaries Sideware
Corp. and Sideware International SRL, which operate in jurisdictions
outside Canada. We do not know of specific grounds on which these agreements
could be challenged, and we believe that these agreements have been implemented
in accordance with taxation laws, regulations, treaties, and
assessment practices prevailing in Canada, the United States, and the
other jurisdictions involved. However, Canadian or U.S. taxation
authorities may challenge the terms or tax effect of these agreements,
and issue taxation assessments requiring us to pay additional income
taxes beyond the amounts we consider to be owing. Such assessments
could lead to tax liabilities substantially greater than we expect, or
to duplicate tax liabilities in different jurisdictions on the same
income.

BECAUSE THE MARKET PRICE OF OUR COMMON SHARES HAS BEEN PARTICULARLY
VOLATILE, INVESTORS IN OUR COMMON SHARES FACE A HIGH DEGREE OF MARKET
RISK.

The stock market in general has recently experienced extreme price and
volume fluctuations. The stock prices of technology companies,
particularly Web-related companies, have been extremely volatile, and
have experienced price fluctuations that have often been unrelated or
disproportionate to the operating performance of these companies.

The price of our common shares has also experienced substantial
fluctuations. Between January 1, 2000 and August 7, 2001 our share
price has fluctuated between a high of $25.50 and a low of $0.16. The
susceptibility of our stock price to fluctuation exposes purchasers of
our stock to a high degree of risk.

As we have not at any time announced material earnings, we believe
that the fluctuations in our stock price have resulted primarily from
market perceptions of the speculative value of our business
opportunities. The price of our common shares could fall
substantially if we do not generate future earnings that meet the
expectations of investors.

BECAUSE THE SHARES OFFERED ARE APPROXIMATELY 19% OF OUR OUTSTANDING
STOCK, OFFERING OF THE SHARES FOR SALE MAY PUT DOWNWARD PRESSURE ON
OUR STOCK PRICE.

The shares which may be offered under this prospectus represent
approximately 19% of our issued and outstanding stock. Prior to filing
this prospectus, those shares were "restricted securities" under Rule 144
to the Securities Act of 1933, and were not eligible for resale on the
market. The market price of our stock could drop significantly if the
selling shareholders sell all or a large portion of the shares offered
under this prospectus, or are perceived as intending to sell them.

BECAUSE OUR STOCK MAY BE SUBJECT TO "LOW PRICE STOCK" RULES, THE
MARKET FOR OUR STOCK MAY BE LIMITED.

The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price less than US$5.00. Our stock is currently subject to those rules,
and may remain so indefinitely. The penny stock rules require broker-dealers
to make a special suitability determination before selling our stock to
investors who are not either regular customers or accredited investors.
As a result, the potential market for our stock may be limited.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and the other reports we file from time to time
with the Securities and Exchange Commission, contain forward-looking
statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act. Forward-looking statements
deal with our current plans, intentions, beliefs and expectations and are
statements of future economic performance. Statements containing terms
like "believes," "does not believe," "plans," "expects," "intends,"
"estimates," "anticipates," and other phrases of similar meaning are
considered to imply uncertainty and are forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future periods to
differ materially from what is currently anticipated. We make
cautionary statements throughout this prospectus and the documents we
have incorporated by reference, including those stated under the
heading "Risk Factors." You should read these cautionary statements as
being applicable to all related forward-looking statements wherever
they appear in this prospectus, the materials referred to in this
prospectus, and the materials incorporated by reference into this
prospectus.

We cannot guarantee our future results, levels of activity,
performance or achievements. We believe these forward-looking
statements are reasonable; however, undue reliance should not be
placed on any forward-looking statements, which are based on current
expectations. Further, forward-looking statements speak only as of the
date they are made.

ADDITIONAL INFORMATION

We are subject to the reporting requirements of the Securities
Exchange Act of 1934. In accordance with those requirements, we file
annual reports on Form 10-K, quarterly reports on Form 10-Q, reports
on Form 8-K, and other information with the Securities and Exchange
Commission. The reports and other information we file can be
inspected and copied at the Public Reference Room of the Commission,
450 Fifth Street, N.W., Washington D.C. 20549 and at the Commission's
regional offices at 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511 and 7 World Trade Center, 13th Floor, New York, NY 10048.
You can obtain information on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0330. The Commission also
maintains a web site that contains reports and other information that
we file electronically. The address of the web site is
http://www.sec.gov.

INCORPORATED DOCUMENTS

The Securities and Exchange Commission allows us to "incorporate by
reference" information into this prospectus. This means that we can
disclose important information to you by referring you to another
document that we have filed with the Commission. Information
incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by this prospectus.

We incorporate by reference into this prospectus:

(a) our annual report on Form 10-K for the year ended December 31,
2000, as filed with the Commission on March 23, 2001;
(b) our first amendment to the Form 10-K/A, as filed with the
Commission on May 7, 2001;

(c) our second amendment to the Form 10-K/A, as filed with the
Commission on June 18, 2001;
(d) our third amendment to the Form 10-K/A as filed with the
Commission on August 8, 2001;
(e) our quarterly report on Form 10-Q for the quarterly period ended
March 31, 2001, as filed with the Commission on May 14, 2001;
(f) our first amendment to the Form 10-Q/A for the quarterly period
ended March 31, 2001 as filed with the Commission on June 18, 2001;
(g) our report on Form 8-K filed with the Commission on July 5, 2001; and
(h) our report on Form 8-K filed with the Commission on August 3, 2001.

All documents which we file subsequent to this prospectus under sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act, prior to
the termination of this offering, shall be deemed to be incorporated
by reference into this prospectus.

We will deliver to each person (including any beneficial owner) to
whom this prospectus has been delivered a copy of any or all of the
information that has been incorporated by reference into this
prospectus but not delivered with this prospectus. We will provide
this information upon written or oral request, and at no cost to the
requester. Requests should be directed to Grant Sutherland, Director,
Sideware Systems Inc., 777 Dunsmuir Street, Suite 1600, Vancouver,
British Columbia, Canada V7Y 1K4. Our telephone number at that location
is (604) 688-0047. Our corporate web site address is www.sideware.com.
The information on our web site is not intended to be part of this
prospectus.

ENFORCEMENT OF CIVIL LIABILITIES

Sideware Systems Inc. is a Canadian company and many of our assets are
located outside the United States. Specifically, we believe that our
most valuable asset consists of our intellectual property rights in
our software. While we market our software in the United States
through Sideware Corp., our United States subsidiary, Sideware Corp.
does not own the intellectual property rights in our software. Those
intellectual property rights are owned jointly by Sideware Systems
Inc., a Canadian company, and by Sideware International SRL, a society
organized under the laws of Barbados.

In addition:

- - some of our directors and officers are residents of Canada;
- - some or all of the experts named in this registration statement
are residents of Canada; and
- - all or a substantial portion of the assets of those parties may
be located outside the United States.

As a result, investors may not be able to:

- - enforce civil liabilities created by federal securities laws of
the United States against us, or against the other parties listed
above;
- - effect service of process within the United States on the parties
listed above; or
- - realize in the United States on judgments of courts of the United
States.

There is also doubt as to whether Canadian courts will enforce
liabilities created by United States federal securities laws, or
judgments of United States courts based on those laws.

SELLING SHAREHOLDERS

The shares offered for sale under this prospectus consist of:

- - 1,084,000 shares issuable on the exercise of share purchase
warrants which we issued to selling shareholders on April 13,
2000;
- - 5,229,752 shares issued to selling shareholders in a private
placement which we completed on February 22, 2001;
- - 5,229,752 issuable on the exercise of share purchase warrants
which we issued to purchasers in the February 22, 2001 private
placement;
- - 526,316 shares issuable on the exercise of warrants which we
issued as consideration for placement agent services in the
February 22, 2001 private placement; and
- - 526,316 shares issuable on the exercise of share purchase
warrants that we will issue on exercise of the warrants that we
issued for placement agent services.

The selling shareholders include the following officers and employees
of our company:

- - Grant Sutherland is one of our directors, and served as the the
Chairman of our Board of Directors up to June 20, 2001. This
prospectus includes 2,500,000 shares offered by Mr. Sutherland.

- - Paul Hildebrand is our corporate Secretary and in-house counsel.
Alder Enterprises Ltd. is a private company in which Mr. Hildebrand
holds a 45% beneficial interest, and whose other shareholders are
members of Mr. Hildebrand's family. This prospectus includes 375,000
shares offered by Mr. Hildebrand and 250,000 shares offered by Alder
Enterprises Ltd.

APRIL 13, 2000 SHARE PURCHASE WARRANTS

The April 13, 2000 share purchase warrants were issued in a private
placement of 1,084,000 units which we completed on April 13, 2000.
Each unit consisted of one share and one share purchase warrant. The
price of the units was $10.00 per unit. The share purchase warrants
are exercisable at different prices, as explained below under "Use of
Proceeds".

The April 13, 2000 warrants are non-transferable. None of those
warrants have been exercised.

The following table sets forth, for each holder of the April 13, 2000
share purchase warrants, information on the number of shares currently
owned, the number offered for sale, and the number of shares that will
be owned on completion of the offering (assuming that all of the shares
registered under this prospectus are sold). The information set out
below is based on our list of registered shareholders and on information
provided by the selling shareholders, and is accurate to the best of
our knowledge as at July 31, 2001.

Selling shareholder Units (1) Warrants Total Shares Total shareholding
# exercised (2) shareholding offered after offering (3)(6)
before offering (3)(4)
no. % no. %

William W. Noel III 10,000 0 10,000 * 10,000 0 *
Daniel P.
Walsh &
Cynthia P.
Walsh, JTWROS 10,000 0 50,000 * 10,000 40,000 *
James B. Freund 25,000 0 50,000 * 25,000 25,000 *
Edward J. McCrossen 25,000 0 50,000 * 25,000 25,000 *
V&D Partnerships
Inc., LLC. 50,000 0 50,000 * 50,000 0 *
Capitol
Ventures LLC 50,000 0 50,000 * 50,000 0 *
Communications
Partners LLC 25,000 0 50,000 * 25,000 25,000 *
Jeffrey W. Lubore 50,000 0 229,400 * 50,000 179,400 *
Daniel J. Brigati 25,000 0 50,000 * 25,000 25,000 *
MTTM LLC 50,000 0 50,000 * 50,000 0 *
Steven Daniels 20,000 0 20,000 * 20,000 0 *
Vinnie Maniola 10,000 0 10,000 * 10,000 0 *
Charles J. Schatz 10,000 0 10,000 * 10,000 0 *
Mark S. Kim 10,000 0 20,000 * 10,000 5,000 *
Michael S. Ward 25,000 0 25,000 * 25,000 0 *
David Robison 50,000 0 50,000 * 50,000 0 *
Peter Valotto 25,000 0 25,000 * 25,000 0 *
Thomas E. Gillman 25,000 0 25,000 * 25,000 0 *
John B. Gariolo 25,000 0 25,000 * 25,000 0 *
Peter N. Gladding 50,000 0 50,000 * 50,000 0 *
Michael H. Owen 50,000 0 100,000 * 50,000 50,000 *
Roman Matijkiw 25,000 0 25,000 * 25,000 0 *
Gus Wahlroth 25,000 0 288,158 * 25,000 0 *
Leo Wong 30,000 0 30,000 * 30,000 0 *
Theresa Kong 10,000 0 20,000 * 10,000 10,000 *
Tom Wood 25,000 0 50,000 * 25,000 25,000 *
Irene Tai 10,000 0 20,000 * 10,000 10,000 *
Agora Partners 139,000 0 139,000 * 139,000 0 *
Beancounter Investments
PTY LTd. 40,000 0 243,000 * 40,000 40,000 *
Charles Magal
& Helen
Stamatacos JTWROS 15,000 0 17,500 * 15,000 2,500 *
JNF II LLC 10,000 0 20,000 * 10,000 10,000 *
Drake Darrin 25,000 0 25,000 * 25,000 0 *
Dennis J. Keegan 50,000 0 438,158 * 50,000 125,000 *
Cameron Capital Ltd. 50,000 0 50,000 * 50,000 0 *
Davis Osnos 10,000 0 20,000 * 10,000 10,000 *

* Less than one percent (1%).

(1) This column states the number of units acquired by each selling
shareholder initially in the April 2000 private placement. Each
unit consisted of one share and one share purchase warrant.

(2) This column states the number of warrants from the April 2000
private placement that have been exercised.

(3) These columns report beneficial ownership. A person is deemed
to have "beneficial ownership" of any common shares that that person
has a right to acquire within sixty days of the date of this
prospectus. In accordance with Rule 13d-3 of the Exchange Act, any
common shares that any selling shareholder has the right to acquire
within sixty days of the date of this prospectus are deemed to be
outstanding for the purpose of computing the beneficial ownership
percentage of that selling shareholder, but have not been deemed
outstanding for the purpose of computing the percentage for any
other selling shareholder.

(4) Figures stated in this column include 1,491,158 shares issuable
within sixty days pursuant to share purchase warrants.

(5) Figures stated in this column include 1,084,000 shares issuable
on exercise of outstanding share purchase warrants from the April
2000 private placement.

(6) Figures stated in this column assume that all shares offered
under this prospectus will be sold.

Purchasers in the April 2000 private placement executed a registration
rights agreement which required us to file a registration statement
under the Securities Act of 1933 registering the shares issued in the
private placement and shares issuable on exercise of the share
purchase warrants issued in the private placement. The registration
rights agreement also required us to use reasonable efforts to keep
the registration statement effective until November 30, 2000. We are
voluntarily including shares issuable under the April 13, 2000 share
purchase warrants in this registration statement, in that our
contractual registration obligations to the holders of those warrants
have expired.

We paid commissions to the following persons in respect of the April
2000 private placement:

Golden Capital Securities Ltd. $50,000
George Tsiolis $54,500
Jeffrey Lubore $262,500
Brian Cohn, Inc. $67,500

All commissions were equal to 5% of the proceeds from the sale of
units to investors introduced by the respective recipients of the
commissions.

Golden Capital Securities Ltd. is a brokerage firm operating in
Vancouver, British Columbia. Brian Cohn, Inc. is a registered broker
dealer. The principal of Brian Cohn, Inc. in Brian Cohn.

Jeffrey Lubore and George Tsiolis are not registered broker dealers.
Neither Mr. Lubore nor Mr. Tsiolis performed services relating to the
April 2000 private placement other than the introduction of potential
purchasers. Further information on our relationships with Mr. Lubore
and Mr. Tsiolis is set out below.

FEBRUARY 22, 2001 PRIVATE PLACEMENT

The February 22, 2001 private placement consisted of 5,229,752 units.
Each unit consisted of one share and one share purchase warrant. Each
warrant entitled the holder to acquire one additional share at any
time up to February 22, 2004 at a price of $0.975 per share, subject to
adjustment in accordance with a registration agreement and warrant
agreement, described below. The warrants are non-transferable. None
of the warrants have been exercised.

The price of the units was $0.76 per unit for all purchasers other than
Grant Sutherland, Paul Hildebrand, and Alder Enterprises Ltd. In
accordance with regulations of the Toronto Stock Exchange, those

purchasers paid a price of $0.80 per unit.

The following table sets forth, for each selling shareholder from the
February 22, 2001 private placement, information on the number of
shares currently owned, the number offered for sale, and the number
of shares that will be owned on completion of the offering (assuming
that all of the shares offered under this prospectus are sold). The
information set out below is based on our list of registered shareholders
and on information provided by the selling shareholders, and is accurate
to the best of our knowledge as at July 31, 2001.

Selling shareholder Units (1) Warrants Total Shares Total shareholding
# exercised (2) shareholding offered after offering (3)(6)
before offering (3)(4)
no. % no. %

Jason T. Adelman(7) 26,000 0 315,158 * 52,000 0 *
Alder Enterprises
Ltd.(8) 125,000 0 380,000 * 250,000 130,000 *
American High
Growth Equities
Retirement Trust 328,947 0 657,894 * 657,894 0 *
Donald A. Anderson,
TTEE Prototype P.S.
Plan c/o Salomon
Smith Barney 100,000 0 580,000 * 200,000 300,000 *
Matthew Balk,
Custodian for
Daniel Balk 32,894 0 65,788 * 65,788 0 *
Matthew Balk,
Custodian for
David Balk 32,894 0 65,788 * 65,788 0 *
Matthew Balk(7) 32,894 0 197,366 * 65,788 0 *
Dr. Edward D. Ball 65,789 0 131,578 * 131,578 0 *
Stephen D. Barrett
IRA 65,789 0 131,578 * 131,578 0 *
Beancounters
Investments
Pty. Ltd. 81,500 0 203,000 * 163,000 0 *
Bentley Corp. Inc. 131,579 0 263,158 * 263,158 0 *
Phillip C. Bird 27,000 0 54,000 * 54,000 0 *
Michael Clofine 13,157 0 26,314 * 26,314 0 *
Michael Colen(9) 263,158 0 588,816 * 526,316 62,500 *
Peter Falcone 27,000 0 54,000 * 54,000 0 *
David and Caren Garmus 27,000 0 54,000 * 54,000 0 *
Lloyd G. Glazer IRA 13,157 0 26,314 * 26,314 0 *
Brian Herman 27,000 0 54,000 * 54,000 0 *
Paul Hildebrand(8) 187,500 0 1,287,500 1.9% 375,000 912,500 1.2%
John O'Neal Johnston 27,000 0 54,000 * 54,000 0 *
Dennis Keegan 131,579 0 438,158 * 263,158 125,000 *
Joyce Klein 39,473 0 78,946 * 78,946 0 *
Robert Klein M.D. 65,789 0 131,578 * 131,578 0 *
Ethel Lebenkoff 32,894 0 65,788 * 65,788 0 *
Michael Loew 27,000 0 54,000 * 54,000 0 *
George Manos 55,921 0 111,842 * 111,842 0 *

Robert E. Meshel 65,789 0 131,578 * 131,578 0 *
Lewis Mitchell 65,789 0 131,578 * 131,578 0 *
Richard G. Morris 131,579 0 263,158 * 263,158 0 *
Dr. Robert Neborsky 32,894 0 65,788 * 65,788 0 *
Gene Salkind 65,789 0 131,578 * 131,578 0 *
Jeffrey Schnipper 50,000 0 100,000 * 100,000 0 *
SDS Merchant Fund LP 394,737 0 789,474 1.2% 789,474 0 *
Kathy Simpson 32,894 0 65,788 * 65,788 0 *
Spitsbergen Pty. Ltd. 131,631 0 263,262 * 263,262 0 *
Grant Sutherland(10) 1,250,000 0 4,393,600 6.5% 2,500,000 1,893,600 2.8%
Livia S. Sylva 65,789 0 131,578 * 131,578 0 *
Richard B. Trull IRA 65,789 0 131,578 * 131,578 0 *
Golden Capital
Securities ITF Gus
Wahlroth,Acct
#50-037F-9 131,579 0 288,158 * 263,158 0 *
Scott Weisman(7) 26,000 0 183,578 * 52,000 0 *
Welcome Opportunities
Ltd. 500,000 0 1,000,000 1.5% 1,000,000 0 *
David Wiener 50,000 0 100,000 * 100,000 0 *
Sara Wiener 50,000 0 100,000 * 100,000 0 *
WKW Investment Club 131,579 0 263,158 * 263,158 0 *

* Less than one percent (1%).

(1) This column states the number of units acquired by each selling
shareholder initially in the February 22, 2001 private placement.
Each unit consisted of one share and one share purchase warrant.

(2) This column states the number of warrants from the February 22,
2001 private placement that have been exercised.

(4) Figures stated in this column include a total of 1,332,500
shares issuable within sixty days pursuant to stock options and
5,993,566 shares issuable within sixty days pursuant to warrants.

(5) Figures stated in this column include 5,229,752 shares issuable
on exercise of outstanding share purchase warrants from the February
22, 2001 private placement.

(6) Figures stated in this column assume that all shares offered
under this prospectus will be sold. Figures stated in this column
include a total of 1,332,500 shares issuable within sixty days
pursuant to stock options and 122,500 shares issuable within sixty
days pursuant to share purchase warrants.

(7) Indicates employees or associates of H.C. Wainwright & Co,
Inc., who acted as placement agent in the February 22, 2001 private
placement.

(8) Figures stated for Mr. Hildebrand include 787,500 shares issuable
within sixty days pursuant to stock options.

(9) Figures stated for Mr. Colen include 62,500 shares issuable
within sixty days pursuant to stock options.

(10) Figures stated for Mr. Sutherland include 482,500 shares issuable
within sixty days under stock options. Figures stated

for Mr. Sutherland after the offering include 60,000 shares issuable
within sixty days pursuant to share purchase warrants. 1,750,000 of the
shares offered by Mr. Sutherland, including 875,000 shares already issued
and 875,000 shares issuable under share purchase warrants, are registered
in the name of RBC Dominion Securities Ltd. ITF for Grant Sutherland.

Purchasers in the February 22, 2001 private placement executed
registration agreements which required us to use our best efforts to
file a registration statement within 45 days of the closing of the
private placement, and to cause the registration statement to become
effective within 90 days of closing. Under the registration
agreement, if our registration statement does not become effective
within 90 days of closing, we are required to compensate purchasers as
follows:

- - if a registration default lasts less than three months, the
exercise price for warrants issued in the private placement will
be reduced by 2.5% for each month, or portion thereof, that we
are in default of our registration obligations; and
- - if a registration default continues for more than three months,
we must pay liquidated damages, either in cash or in stock, equal
to 1.5% of the amount invested by each purchaser for each month
the default continues.

Warrants issued in the February 22, 2001 private placement are subject
to a warrant agreement which specifies the warrant term of three years
and an initial exercise price of $1.00. Pursuant to the registration
agreement described above, the exercise price was reduced to $0.925
effective July 22, 2001. The warrant agreement also contains anti-dilution
provisions which provide for a pro-rata reduction in the exercise price
of the warrants and a corresponding increase in the number of warrants
to be issued in the event of:

- - a subdivision or consolidation or other similar transaction
relating to our shares;
- - a rights issue at less than current market price for our shares;
- - a distribution of assets or shares to all of the holders of our
common shares; or
- - an issuance of shares at less that $0.76 per share, subject to
the proviso that the exercise price for the warrants can not be
reduced below $0.80.

Jason Adelman, Scott Weisman, and Matthew Balk are affiliates of H.C.
Wainwright & Co., Inc., and are accordingly underwriters as defined in
the Securities Act of 1933.

WARRANTS ISSUED AS CONSIDERATION FOR PLACEMENT AGENT SERVICES

H.C. Wainwright & Co., Inc. acted as placement agent for the February
22, 2001 private placement. As consideration for placement agent
services, we paid H.C. Wainwright & Co., Inc. commissions totalling
$282,252.60, equal to 7% of the funds raised in the February 22, 2001
private placement. We also issued to H.C. Wainwright & Co. Inc. and
certain of its associates warrants to acquire 526,316 shares and
526,316 share purchase warrants. Under the terms of these warrants,
payment of an exercise price of $0.76 entitles the warrant holder to
receive one share and one share purchase warrant. Each share purchase
warrant will entitle the holder to purchase one additional share. The
initial exercise price for the share purchase warrants was $1.00, but that
exercise price was reduced to $0.925 effective July 22, 2001, as a result
of the registration agreement described above. The warrants we issued
as consideration for placement agent services, and any share purchase
warrants we issue on exercise of those warrants, will expire February
22, 2004.

The following table sets forth, for each holder of the warrants issued as
consideration for placement agent services, information on the number of
shares and share purchase warrants which can be acquired on exercise of
the warrants, the number of shares currently owned, the number offered
for sale, and the number of shares that will be owned on completion of
the offering (assuming that all of the shares offered under this prospectus
are sold). The information set out below is based on our list of registered
shareholders and on information provided by the selling shareholders, and
is accurate to the best of our knowledge as at July 31, 2001.

Selling shareholder Units (1) Warrants Total Shares Total shareholding
# exercised (2) shareholding offered after offering (3)(6)
before offering (3)(4)
no. % no. %

Jason T. Adelman 131,579 0 315,158 * 263,158 0 *
Matthew Balk 65,789 0 197,366 * 131,578 0 *
Eric Singer 15,789 0 31,578 * 31,578 0 *
Scott Weisman 65,789 0 183,578 * 131,578 0 *
H.C. Wainwright &
Co., Inc. 247,370 0 494,740 * 494,740 0 *

* Less than one percent (1%).

(1) This column states the number of shares and warrants which can be
acquired by each selling shareholder initially on the exercise of
the warrants issued as consideration for placement agent services.

(2) This column states the number of warrants that have been
exercised.

(3) These columns report beneficial ownership. A person is deemed to
have "beneficial ownership" of any common shares that that person
has a right to acquire within sixty days of the date of this
prospectus. In accordance with Rule 13d-3 of the Exchange Act, any
common shares that any selling shareholder has the right to acquire
within sixty days of the date of this prospectus are deemed to be
outstanding for the purpose of computing the beneficial ownership
percentage of that selling shareholder, but have not been deemed
outstanding for the purpose of computing the percentage for any
other selling shareholder.

(4) Figures stated in this column include a total of 526,316 shares
issuable within sixty days on the exercise of the warrants issued in
consideration of placement agent services, 84,894 shares issuable
within sixty days pursuant to share purchase warrants already
issued, and 526,316 shares issuable within sixty days pursuant to
share purchase warrants to be issued on exercise of the warrants
issued as consideration for placement agent services.

(5) Figures stated in this column include 526,316 shares issuable on
the exercise of the warrants issued as consideration for placement
agent services and 526,316 shares issuable within sixty days
pursuant to share purchase warrants to be issued on exercise of the
warrants issued as consideration for placement agent services.

(6) Figures stated in this column assume that all shares offered
under this prospectus will be sold.

CORPORATE ENTITIES

The following table shows individuals who have voting or investment
control over the securities owned by the corporate entities named as
selling shareholders above.

Selling shareholder Individuals holding voting or investment control

V&D Partnership
Inc., LLC Victor Souaid, Daniel Scarfone
Capitol Ventures
LLC Harold McLarnon, Royal Collette
Communications
Partners LLC Harold McLarnon, John Mamana, Michael Shehadi
MTTM LLC Franklin Myers
Agora Partners George Tsiolis, George Koutroubis, Paul Kondakos,
Anthony Iantorno, Realest Marketing Corporation,
Manny Speranza, Dubravko Trpcic, Jim Gamas
Beancounters Hugh Bateman, Catherine Bateman, Richard Hooper, Mary
Investments Pty. Hooper, Christopher Davis, Patrick Hawkes, David
Ltd. Brayshaw, Cheryl Brayshaw
JNF II LLC Joel Fernebok
Cameron Capital Dudley Cottingham, Colin Hames, Arthur Morris, Craig
Ltd. Christensen, Mrs. J. Morris
Alder Enterprises Paul Hildebrand, Kathleen Hildebrand, Edward
Ltd. Hildebrand, Agnes Hildebrand
American High Brad Butler
Growth Equities
Retirement Trust
Bentley Corp. Inc. Jorgen Petersen
SDS Merchant Fund LP Steve Derby
Spitsbergen Pty Ltd. Alf Willings
Welcome Opportunities Channing Buckland, Robert Buchan, Morgan Poliquin,
Ltd. Robert Schafer, Irene Wilson,
WKW Investment Club Channing Buckland
H.C. Wainwright & Stephen Yardumian
Co., Inc.

MATERIAL RELATIONSHIPS WITH SELLING SHAREHOLDERS

Each of the selling shareholders has participated in the private
placement described above, and as a result, is the holder of warrants
issued in those private placements. The number of warrants purchased
by each selling shareholder is set out in the tables above. Apart from their
participation in the private placements described above, the following
selling shareholders have had the following material relationships
with us during the past three years.

JEFFREY LUBORE

In January 1999 Mr. Lubore participated in a private placement,
purchasing 754,000 special warrants at a price of $0.265 per special
warrant. In June 1999 the special warrants were converted, without
additional consideration, into 829,400 shares and 829,400 share
purchase warrants. Mr. Lubore exercised the share purchase warrants
in July 1999.

In September 1999 MeadowBrooke Development Assoc. LLC participated in
a private placement, purchasing 76,200 units at a price of $1.64 per
unit. Each unit consisted of one share and one share purchase
warrant. The share purchase warrants were exercised in February 2000.
Mr. Lubore is the general partner of MeadowBrooke Development Assoc.
LLC.

In January 2000 we entered into a consulting agreement with Mr.
Lubore, pursuant to which Mr. Lubore agreed to assist us in making
introductions to potential customers, marketing partners, employment
candidates, and potential investors. The term of the agreement was for
one year, expiring December 31, 2000. Pursuant to the consulting
agreement, Mr. Lubore introduced us to employment candidates, some of
whom were hired. Mr. Lubore did not receive specific compensation
under the consulting agreement. Consideration for services provided
by Mr. Lubore under the consulting agreement was part of the
finder's fee paid to Mr. Lubore in respect of the April 2000 private
placement, described below.

In April 2000 Mr. Lubore introduced us to purchasers who invested in
the April 2000 private placement. We paid Mr. Lubore a finder's fee
of $262,500, based on a commission rate of 5% of the amount invested
by the purchasers introduced by Mr. Lubore. Mr. Lubore also purchased
50,000 units in the April 2000 private placement at a price of $10.00
per unit.

In January 2001 we entered into a further consulting agreement with
Mr. Lubore, pursuant to which Mr. Lubore agreed to assist us in
marketing our products to the telecommunications industry. Pursuant
to the consulting agreement, in January 2001 we granted Mr. Lubore
options to purchase 50,000 shares at a price of $1.00 per share. In
February 2001 we agreed with Mr. Lubore to terminate the consulting
agreement, and to cancel the 50,000 options.

DAVID ROBISON

In January 1999 Mr. Robison participated in a private placement,
purchasing 377,000 special warrants at a price of $0.265 per special
warrant. In June 1999 the special warrants were converted, without
additional consideration, into 414,700 shares and 414,700 share
purchase warrants. Mr. Robison exercised the share purchase warrants
in December 1999.

In March 1999 Mr. Robison participated in a private placement,
purchasing 195,195 special warrants at a price of $0.333 per special
warrant. In June 1999 the special warrants were converted, without
additional consideration, into 195,195 shares and 195,195 share
purchase warrants. Mr. Robison exercised the share purchase warrants
in December 1999.

AGORA PARTNERS

George Tsiolis is a member of Agora Partners.

In January 1999 Mr. Tsiolis participated in a private placement,
purchasing 100,000 special warrants at a price of C$0.35 per special
warrant. In June 1999 the special warrants were converted, without
additional consideration, into 110,000 shares and 110,000 share
purchase warrants. Mr. Tsiolis exercised the share purchase warrants
in February 2000.

We paid Mr. Tsiolis a finder's fee of $50,000 in connection with the
April 2000 private placement. The finders' fee was equal to 5% of the
amount invested by Agora Partners, exclusive of Mr. Tsiolis'
proportionate share in Agora Partners.

DENNIS J. KEEGAN

In September 1999 Mr. Keegan participated in a private placement,
purchasing 62,500 units at a price of $1.64 per unit. Each unit
consisted of one share and one share purchase warrant. The share
purchase warrants have not been exercised.

MICHAEL COLEN

In March 1999 Mr. Colen participated in a private placement,
purchasing 300,300 special warrants at a

price of $0.333 per special warrant. In June 1999 the special warrants
were converted, without additional consideration, into 300,300 shares and
300,300 share purchase warrants. Mr. Colen exercised the share purchase
warrants in October 1999.

In July 1999 we entered into a consulting agreement with Mr. Colen,
pursuant to which Mr. Colen agreed to provide services in assisting
Sideware to develop business relationships with major companies in the
software industry. In October 1999, pursuant to the consulting
agreement, we granted Mr. Colen options to purchase 200,000 shares at
C$2.66 per share.

In September 1999 Mr. Colen participated in a private placement,
purchasing 182,927 units at a price of $1.64 per unit. Each unit
consisted of one share and one share purchase warrant. Mr. Colen
exercised the share purchase warrants in January 2000.

In January and February 2001, in recognition of continuing services
being provided by Mr. Colen, we granted Mr. Colen options to purchase
a further 125,000 shares at a price of $1.00 per share. We have subsequently
rescinded those options, and granted other options to Mr. Colen to purchase
125,000 shares at $0.36 per share.

WELCOME OPPORTUNITIES LTD.

In December 1998 Welcome Opportunities Ltd. participated in a private
placement, purchasing 500,000 special warrants at a price of C$0.35
per special warrant. In June 1999 the special warrants were
converted, without additional consideration, into 550,000 shares and
550,000 share purchase warrants. Welcome Opportunities Ltd. exercised
the share purchase warrants in October 1999.

In September 1999 Welcome Opportunities Ltd. participated in a private
placement, purchasing 100,000 units at a price of $1.64 per unit.
Each unit consisted of one share and one share purchase warrant.
Welcome Opportunities Ltd. exercised the share purchase warrants in
January 2000.

Welcome Opportunities Ltd. is a public company whose shares trade on
the Canadian Venture Exchange.

GRANT SUTHERLAND

Grant Sutherland is one of our directors, and served as the Chairman
of our Board of Directors up to June 28, 2001.
Transactions involving Mr. Sutherland are described in our Form 10-K
for the year ended December 31, 2000, under the heading "Certain
Relationships and Related Transactions".

PAUL HILDEBRAND, ALDER ENTERPRISES LTD.

Paul Hildebrand is our corporate Secretary. Alder Enterprises Ltd.
is a private company in which Mr. Hildebrand holds a 45% interest.
The other shareholders in Alder Enterprises Ltd. are members of Mr.
Hildebrand's family. Transactions involving Mr. Hildebrand and Alder
Enterprises Ltd. are described in our Form 10-K for the year ended
December 31, 2000, under the heading "Certain Relationships and
Related Transactions".

USE OF PROCEEDS

Except for payment of the exercise price on the exercise of warrants,
as explained below, we will not receive any proceeds from sale of the
shares offered under this prospectus. The selling shareholders will
receive those proceeds.

The 1,084,000 share purchase warrants issued in the April 2000 private
placement are exercisable at different prices. The warrants have a
two year term expiring April 13, 2002, and were initially issued with
exercise prices of:

- - $10.00 per share if exercised prior to April 13, 2001; or
- - $11.50 per share, for warrants exercised between April 13, 2001
and April 13, 2002.

In March 2001, under regulations of the Toronto Stock Exchange:

- - the exercise price of 900,000 of the warrants was reduced to
$1.00 per share; and
- - the exercise price of 139,000 of the warrants was reduced to
$3.00 per share.

As a condition of the re-pricing, the term of the re-priced warrants will be
reduced to 30 calendar days if the weighted average trading price for our
shares on the Toronto Stock Exchange, calculated over any period of 20
consecutive trading days, exceeds the new exercise price by 25%. 45,000
of the warrants were not re-priced, and their exercise term is unaffected.
If any of the warrants issued in April 2000 are exercised, we will receive
the applicable exercise price, as set out above.

The 5,229,752 share purchase warrants issued in the February 22,
2001 private placement had an initial exercise price of $1.00 per
share. That exercise price was subject to adjustment under the
terms of the registration agreement and warrant agreement
described above under the heading "Selling Shareholders".
Effective July 22, 2001 the exercise price was reduced to $0.925.
If any of those warrants are exercised, we will receive the
exercise price.

The exercise price under the warrants issued as consideration for
placement agent services is $0.76. On payment of that exercise
price, the holder will receive one share and one share purchase
warrant. Each share purchase warrant will permit the holder to
acquire one additional share. The initial exercise price for the
share purchase warrants was $1.00, but that exercise price was
reduced to $0.925 effective July 22, 2001.

The warrants issued as consideration for placement agent services
and the share purchase warrants to be issued under them also
provide for cashless exercise, at the option of the warrant
holder. Under the cashless exercise option, the warrant holder
can pay the exercise price by surrendering warrants with a

value equal to the exercise price to be paid. The value of the
surrendered warrants is equal to the difference between the then
current market price for our stock and the exercise price under
the surrendered warrants. Accordingly, if all of the holders of
these warrants utilize the cashless exercise option, we may not
receive any cash proceeds from these warrants, even if they are
exercised.

The warrants issued as consideration for placement agent
services provide for the issuance of 526,316 shares and 526,316
share purchase warrants. If there are any cash proceeds from the
exercise of those warrants, we will receive those proceeds.

We will use funds received on the exercise of warrants, if any, for
working capital and other corporate purposes.

PLAN OF DISTRIBUTION

This prospectus covers the sale of shares by the selling shareholders.
It also covers sales by people who receive shares from the selling
shareholders by way of gift, pledge, partnership distribution, or
other non-sale related transfer. Any distribution of the shares may
be effected by any of those parties from time to time in one or more
of the following transactions:

- - to underwriters who will acquire securities for their own account
and re-sell them in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale;
- - through brokers, acting as principal or agent, in transactions
though the OTC Bulletin Board quotation service or, except as set
out below, on the Toronto Stock Exchange, or on any other market
or exchange on which the securities are then listed;
- - directly or through brokers or agents in private sales at
negotiated prices;
- - through put or call option transactions, or through short sales
of our common shares at market prices prevailing at the time of
sale or at negotiated prices; or
- - by any other legally available means.

To comply with regulations of the Ontario Securities Commission,
participants in the February 22, 2001 private placement have agreed
that:

- - they would not, prior to May 23, 2001, sell any of their shares
through the Toronto Stock Exchange; and
- - so long as our shares trade through either the OTC Bulletin Board
quotation service or a United States stock exchange, any sales
will be made through the facilities of that exchange or quotation
service.

Any public offering price and any discount or concessions allowed or
paid to underwriters may change from time to time. Sales through an
exchange may involve block transactions, special offerings, or
exchange distributions, and may take place at market prices prevailing
at the time of sale, prices related to such prevailing market prices,
negotiated prices, or fixed prices.

The aggregate proceeds to the selling shareholders from the shares
will be the offering price less applicable commissions, or discounts,
if any. We do not know if the selling shareholders will sell any of
the shares offered under this prospectus.

The selling shareholders and their underwriters, brokers, dealers or
agents, upon effecting a sale of securities, may be considered
"underwriters" as that term is defined in the Securities Act. The
selling shareholders will be subject to the prospectus delivery
requirements because the selling shareholders may be deemed to be
"underwriters" within the meaning of Section 2(a)(11) of the
Securities Act. Sales effected through agents, brokers, or dealers
will ordinarily involve payment of customary brokerage commissions,
although some brokers or dealers may purchase shares as agents for
others or as principals for their own account. The selling
shareholders will pay any sales commissions or similar selling
expenses applicable to the sale of the shares. A portion of any
proceeds of sales and discounts, commissions, or other sellers'
compensation may be deemed to be underwriting compensation for
purposes of the Securities Act.

Selling shareholders also may resell all or a portion of the shares
offered under this prospectus in open market transactions in
compliance with the restrictions of Rule 144 under the Securities Act.

Pursuant to applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the shares may not
simultaneously engage in market activities for our common shares for a
period of five business days prior to the commencement of the
distribution. In addition, each selling shareholder and any other
person who participates in a distribution of the securities will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M. Those provisions may
limit the timing of purchases and may affect the marketability of the
securities and the ability of any person to engage in market
activities for our common shares.

At the time a particular offering of securities is made, to the extent
required, a prospectus supplement will be distributed which will set
forth the number of securities being offered and the terms of the
offering, including the purchase price or the public offering price,
the name or names of any underwriters, dealers, or agents, the
purchase price paid by any underwriters for securities purchased from
the selling shareholders, any discounts, commissions and other items
constituting compensation from the selling shareholders, and any
discounts, commissions, or concessions allowed or paid to dealers. In
addition, we will file a supplement to this prospectus upon a selling
shareholder notifying us that a donee, pledgee, transferee, or other
successor-in-interest intends to sell more than 500 shares.

In order to comply with the securities laws of certain states, if
applicable, the securities will be sold in those jurisdictions, if
required, only through registered or licensed brokers or dealers. In
addition, in certain states the securities may not be sold unless the
securities have been registered or qualified for sale in the state or
an exemption from registration or qualification is available and the
conditions of the exemption have been satisfied.

We have agreed that we will bear all costs, expenses, and fees in
connection with the registration or qualification of the shares under
federal and state securities laws (currently estimated to be $75,000).
We and each selling shareholder have agreed to indemnify each other
and certain other persons against certain liabilities in connection
with the offering of the shares, including liabilities arising under
the Securities Act.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The shares offered under this prospectus are common shares without par
value in our capital stock. The holders of our common shares are
entitled to receive notice of, attend, and vote at all meetings of our
members. The common shares carry one vote per share and have no par
value. The holders of the common shares are entitled to receive
dividends if, as, and when declared by our board of directors. The
common shares carry no pre-emptive rights, conversion rights,
redemption provisions, sinking fund provisions, or liability to
further calls or assessment. There are no restrictions on the
repurchase or redemption of our common shares by us, except under
applicable securities laws and to the extent that any such repurchase
or redemption would render us insolvent.

Common shares without par value are the only class of shares
authorised under our memorandum of incorporation. As at July 31,
2001, we have 66,116,167 shares issued and outstanding.

MATERIAL CHANGES

We have reported certain events on Forms 8-K filed July 5, 2001 and
August 2, 2001. In addition, the following material changes have
occurred subsequent to our annual report filed March 23, 2000 covering
the fiscal year ended December 31, 2000 and our quarterly report filed
May 14, 2001 covering the quarter ended March 31, 2001.

Product Release

On June 15, 2001 we released the Sideware Enterprise Interaction Suite
4.0. Version 4.0 includes two new components, Sideware Assist and
Sideware Wireless.

Sideware Assist permits a company to provide automated responses
to questions from its customers. Sideware Assist offers customers
an inquiry window, in which questions can be typed. Sideware
Assist utilizes the principles of natural language processing and
interpretation to interpret the questions, and to select an
appropriate response from a series of pre-defined responses.

We expect that installations of Sideware Assist will be highly
customized to individual users, and will require a user to
assemble:

- - a "knowledge" database of words, phrases, and questions that
are likely to be used by its customers; and
- - a set of standardized responses, and procedures that can be
used to select the appropriate response.

Sideware Assist uses the Relationship Modeling Engine of Banter,
Inc. to perform natural language processing and artificial
intelligence functions. Banter, Inc. is a software development
company headquartered in San Francisco, California.

Sideware Wireless includes software that interfaces with browsers
used by wireless devices, such as cellular phones or palm pilots.
Wireless thus permits customers using those devices to interact
with companies using Collaboration.

The e-mail management component of the Enterprise Interaction
Suite 4.0 consists of the "Reply" program of Banter, Inc.
Additional development work is being done, following the release of
version 4.0 of the Enterprise Interaction Suite, to integrate the
Reply program into the common queue created by
Sideware Collaboration. We expect to complete that additional
development work by the end of August, 2001.

We have entered into a reseller agreement with Banter, Inc.,
pursuant to which we are authorized to distribute both the
Relationship Modeling Engine and the Reply program of Banter,
Inc. The reseller agreement specifies royalty rates, depending
on volume, which we must pay to Banter, Inc. on sales of Reply
and the Relationship Modeling Engine. The term of the agreement
is to March 31, 2002, and we have an option to extend the agreement
for an additional three year term.

We previously intended to include Sideware VoIP in version 4.0 of
the Enterprise Interaction Suite. Sideware VoIP was intended to
provide Voice over Internet capability, permitting users to send
voice messages over the Internet to CSRs. We planned to
incorporate the technology of Lipstream Networks into Sideware
VoIP. On May 1, 2001, Lipstream Networks announced that it was
ceasing operation due to financial difficulties. As a result,
development of Sideware VoIP will be delayed. We have not yet
prepared a new development schedule for Sideware VoIP.

Our development plans may change, depending on our technical and
financial capabilities, and our assessment of the demands of the
marketplace. There can be no assurance that our development work
will produce commercially viable products, or that we will be able
to license the third party technology we require on commercially
acceptable terms.

Stock Options

We have entered into agreements with 42 employees and consultants
to:

(a) rescind stock options previously granted to the
optionees to purchase a total of 1,160,000 shares
at an exercise price of $1.00; and
(b) grant new stock options, covering the same number
of shares, at $0.36.

In accordance with regulations of Toronto Stock Exchange, the
optionees who entered into these agreements did not include any
directors of Sideware or any other individuals who qualify as
corporate insiders, as defined under Exchange regulations. All
of the options rescinded were granted under our Stock Option Plan
(2001), and were subject to shareholder approval of that plan.
Accordingly, none of those options had become exercisable when they
were rescinded. The new options were also granted under the Stock
Option Plan (2001), and were subject to shareholder approval of that
plan. The plan received shareholder approval at our annual meeting
of shareholders held June 28, 2001.

Effective June 13, 2001 we granted options to 10 new employees to
purchase a total of 185,000 shares at $0.36 per share. Effective
June 27, 2001 we also granted options to Kenneth Thornton, the
Chairman of our Board of Directors, to purchase 500,000 shares at
$0.35 per share. All of the options were granted pursuant to our
Stock Option Plan (2001) and have five year terms.

LEGAL MATTERS

Certain legal matters relating to the legality of the issuance of the
shares qualified for sale under this prospectus under Canadian law
will be passed upon by Miller Thomson, Vancouver, British Columbia.

EXPERTS

The consolidated balance sheets of the Company as of December 31,
2000 and December 31, 1999, and the related consolidated
statements of operations and comprehensive loss, stockholders'
equity and cash flows for the years ended December 31, 2000 and
December 31, 1999, the eight months ended December 31, 1998, and
the year ended April 30, 1998, incorporated by reference in this
prospectus from the third amendment to our annual report for the
period ended December 31, 2000 on Form 10-K/A, have been so
incorporated by reference in reliance upon the report of KPMG
LLP, independent chartered accountants, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing. The auditors' report on our December
31, 2000 consolidated financial statements contains an
explanatory paragraph that states that the Company has suffered
recurring losses from operations and has had negative cash flows
from operating activities for each of the periods presented, which
raise substantial doubt about its ability to continue as a going
concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty.

SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to our corporate Articles of
Incorporation or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
those liabilities (other than the payment by us of expenses incurred
or paid by one of our directors, officers, or controlling persons in
the successful defense of any action, suit or proceeding) is asserted
by a director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether the
indemnification is against public policy as expressed in the
Securities Act. We will be governed by the final judgment of that
issue.

===========================================================================

No dealer, sales representative
or any other person has been
authorized to give any information
or to make any representations in
connection with this offering other SIDEWARE SYSTEMS INC.
than those contained in this
Prospectus, and, if given or made,
such information or representations
must not be relied upon as having
been authorized by Sideware Systems
Inc. This Prospectus does not
constitute an offer to sell or a
solicitation of any offer to buy any 12,596,136 Common Shares
securities other than the securities
offered by this Prospectus, or an
offer to sell or a solicitation of
an offer to buy any securities by
any person in any jurisdiction where
such offer or solicitation is not
authorized or is unlawful. Neither
the delivery of this Prospectus nor
any sale made hereunder shall, under
any circumstances, create any
implication that there has been no
change in the affairs of the Company
or that information contained herein
is correct as of any time subsequent
to the date of this Prospectus.

TABLE OF CONTENTS
Page

Prospectus Summary 1
Risk Factors 3
Special Note Regarding Forward-
looking Statements 9
Additional Information 9
Incorporated Documents 9
Enforcement of Civil Liabilities 10
Selling Shareholders 11
Use of Proceeds 21
Plan of Distribution 22 August 8, 2001
Description of Securities to be
Registered 24
Material Changes 24
Legal Matters 26
Experts 26
SEC Position on Indemnification
for Securities Act Liabilities 26

==============================================================================

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay substantially all the expenses incident to the
registration, offering and sale of the shares to the public by the
selling shareholders other than fees, discounts and commissions of
underwriters, dealers or agents, if any, and transfer taxes. Those
expenses are estimated as follows:

Amount(1)
-------------------
SEC Registration Fee $ 1,258
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 20,000
Printing Expense 25,000
Miscellaneous Expenses 13,742
---------
Total $75,000
- ----------------
(1) All amounts have been estimated except the SEC registration
fee. All of the above expenses will be payable by us.

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the Articles of Incorporation of the company, subject to the
provisions of the Company Act of British Columbia, the directors shall
cause the company to indemnify a director or former director of the
company and the directors may cause the company to indemnify a
director or former director of a corporation of which the company is
or was a shareholder and the heirs and personal representatives of any
former director against all costs, charges and expenses, including an
amount to settle an action or satisfy a judgment, actually and
reasonably incurred by him or them including an amount paid to settle
an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is or they are made a party by reason
of his being or having been a director including any action brought by
the company. Each director of the company on being elected or
appointed shall be deemed to have contracted with the company on the
terms of this indemnity.

Subject to the provisions of the Company Act, the directors may cause
the company to indemnify any officer, employee or agent of the company
or of a corporation of which the company is or was a shareholder
(notwithstanding that he is also a director) and his heirs and
personal representatives against all costs, charges and expenses
whatsoever incurred by him or them and resulting from his acting as an
officer, employee or agent of the company or the corporation. In
addition, the company shall indemnify the Secretary or an Assistant
Secretary of the company (if he shall not be a full-time employee of
the company and notwithstanding that he is also a director) and his
respective heirs and legal representatives against all costs, charges
and expenses whatsoever incurred by him or them and arising out of the
functions assigned to the Secretary by the Company Act or Articles.

The failure of a director or officer of the company to comply with the
provisions of the Company Act or

II-1

of the Memorandum or the Articles shall invalidate any indemnity to
which he is entitled.

The directors may cause the company to purchase and maintain insurance
for the benefit of any person who is or was serving as a director,
officer, employee or agent of the company or as a director, officer,
employee or agent of any corporation of which the company is or was a
shareholder and his heirs or personal representatives against any
liability incurred by him as a director, officer, employee or agent.

Effective June 13, 2001 we have entered into indemnity agreements
with each of our directors, under which we have agreed to
indemnify our directors in respect of all liabilities (including
legal and other professional fees), which our directors may incur
as a result of acting as an officer or director of Sideware or
any of its subsidiaries. The indemnity agreements do not apply
if:

(a) the director was not acting honestly and in good faith
with a view to the best interests of Sideware or its
subsidiary, as the case may be; or

(b) in the case of a criminal or administrative action or
proceeding, the director did not have reasonable
grounds for believing that his conduct was lawful.

Under the indemnity agreements we are also required to pay
any costs incurred by the directors in defending any
proceedings brought against them, and we can be required to
pay reasonably anticipated defence costs in advance.

Item 16. EXHIBITS

Number Exhibit

3.1(1) Memorandum of Incorporation dated March 30, 1983
3.2(1) Articles of Incorporation dated March 30, 1983
3.3(1) Special Resolution dated January 12, 1984
3.4(1) Special Resolution dated June 15, 1989
3.5(1) Special Resolution dated September 27, 1990
3.6(1) Special Resolution dated December 18, 1996
3.7(1) Articles of Incorporation
3.8(1) Special Resolution dated January 29, 1998
3.9(5) Special Resolution dated June 28, 2000
4.1(1) Escrow Agreement dated June, 1996
4.2(4) 2000 Stock Option Plan
4.3(4) Amended 2000 Stock Option Plan
4.4(6) Stock Option Plan (2001)
4.5 Subscription Agreement dated February 22, 2001
with SDS Merchant Fund LP
4.6 Registration Agreement dated February 22, 2001
with SDS Merchant Fund LP
4.7 Warrant Agreement dated February 22, 2001 with
SDS Merchant Fund LP
4.8 Schedule of Material Differences

II-2

4.9 Warrant Certificate of David Robison
4.10 Warrant Certificate of Agora Partners
4.11 Warrant Certificate of William W. Noel III
4.12 Schedule of Material Differences
4.13 Agent Unit Purchase Warrant Agreement
5.1 Opinion of Miller Thomson
5.2 Opinion of Miller Thomson
10.1(1) Operating Agreement between the Company and
BrainTech, Inc., dated October 18, 1996
10.2(2) Software Development and License Agreement dated
September 20, 1999 between the Company and
BrainTech, Inc.
10.3(2) Software Development License Agreement between
the Company and Sideware International SRL
effective August 27, 1999
10.4(2) Research and Development Cost Sharing Agreement
between the Company and Sideware International
SRL effective August 27, 1999
10.5(2) Distribution and Sales Agreement between the
Company and Sideware Corp. effective January 1,
1999
10.6(1) Assignment of Lease and Modification of Lease
Agreement dated August 17, 1998 between HOOPP
Realty Inc., Techwest Management Inc., Sideware
Systems Inc., and BrainTech, Inc.
10.7(1) Lease Agreement dated January 25, 1999 between
Sideware Corp. and Elden Investments, LLC with
Addendum dated February 8, 1999
10.8(2) Agreement between the Company and IBM for
participation in the Enterprise Growth
Opportunity program
10.9(2) Reseller agreement between the Company and
Enterprise Soft
10.10(2) Software license agreement between the Company
and ICEsoft AS
10.11(2) Lease effective as of July 1, 1999 between the
Company, Techwest Management Ltd., BrainTech,
Inc. and Pacific Centre Leaseholds Ltd.
10.12(2) Assignment Agreement effective as of July 1,
1999 between the Company, Techwest Management
Ltd., BrainTech, Inc., and SJM Management Ltd.
10.13(2) Cost Sharing and Allocation Agreement dated
October 29, 1999 between the Company and
BrainTech, Inc.
10.14(2) Agreement between the Company and Advanced
Contact Solutions Inc.
10.15(2) Contract Agreement No. SDW001 between the
Company and Science Applications International
Corp.
10.16(2) IBM International Independent Software Vendor
Agreement
10.17(2) Distribution and Sales Agreement between
Sideware Corp. and Sideware International SRL
10.18(3) Lease Agreement dated March 6, 2000 between
Sideware Corp. and Reston L.L.C.
10.19(3) Lease Agreement between Sideware Corp. and
Sanctuary Park Realty Holding Company
10.20(3) Sub-Lease Agreement dated January 15, 2000
between San Jose State University Foundation and
Sideware Systems Inc.
10.21(3) Lease Agreement dated February 24, 2000 between
CEO Suites, Inc. and Sideware Corp.
10.22(6) Change of Control Severance Agreement with Rahul
Badhan

II-3

10.23(6) Change of Control Severance Agreement with Scott
Friedlander
10.24(6) Change of Control Severance Agreement with
Stewart Walchli
10.25(6) ASP Software Products Distribution and License
Agreement dated January 21, 2001 between
Sideware International SRL and Sideware Corp.
10.26(6) End User Software Products Distribution and
License Agreement dated January 21, 2001 between
Sideware International SRL and Sideware Corp.
10.27(6) Assignment of Lease
10.28 Indemnification agreement with Grant Sutherland
10.29 Schedule of Material Differences
23.1 Consent of Independent Chartered Accountants

(1) Exhibit already on file - exhibit to our Form20-F
registration statement filed in May 1999.
(2) Exhibit already on file - exhibit to our Form F-1
registration statement 333-90893 filed in December 1999.
(3) Exhibit already on file - exhibit to our Form 20-F annual
report covering the year ended December 31, 1999.
(4) Exhibit already on file - exhibit to our Form F-3
registration statement no. 333-34984 filed in April 2000.
(5) Exhibit already on file - exhibit to our Form 10-Q filed in
October 2000.
(6) Exhibit already on file - exhibit to our Form 10-K filed in
March 2001.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:

(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total daollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

II-4

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Vancouver, British Columbia,
on August 9, 2001.

SIDEWARE SYSTEMS INC.

By: "Grant Sutherland"

W. Grant Sutherland
Director

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

* Chief Executive Officer, August 9, 2001
- -------------------- President, and Director
James L. Speros (Principal Executive Officer)

"Grant Sutherland" Director August 9, 2001
- --------------------
W. Grant Sutherland

* Director August 9, 2001
- --------------------
Edward A. White

* Director August 9, 2001
- --------------------
Peter Kozicki

* Chief Financial Officer August 9, 2001
- -------------------- (Principal Financial and
Stewart F. Walchli Accounting Officer)

*By: "Grant Sutherland"
-------------------
W. Grant Sutherland
Attorney in Fact