AMENDMENT

WHEREAS Sideware Systems Inc. and Sideware Corp. (jointly
"Sideware") wish to enter into new agreements with their senior
management team to assist Sideware in obtaining additional
financing or locating merger partners; WHEREAS, the two-year
change of control between Sideware and James L. Speros may be an
impediment to such financing or mergers; WHEREAS the parties are
amenable to modifying the "Change of Control Severance Agreement
("Severance Agreement") between them as well as any other
agreements pertaining to Speros' employment ("Employment
Agreements"); THEREFORE, for mutual consideration given on both
sides, receipt of which is hereby acknowledged by the parties, it
is agreed as follows:

 1. The annual salary due Speros under any Employment
    Agreements is hereby reduced to $170,000 and any definition
    of salary to the contrary are hereby deleted.

 2. The maximum cash payout to Speros in the event of
    termination without Cause or resignation for Justifiable
    Grounds (as such terms may be defined in the Employment
    Agreements) shall be:  $170,000 plus any salary owed Speros
    up through the date of Termination plus any other payments
    required by law or pursuant to Sideware's employee policies
    such as unused but accrued vacation time, accrued but
    unpaid bonuses (if any), and unreimbursed expenses.  Any
    cash payouts in excess of this paragraph in any of the
    employments Agreements are hereby superceded.

 3. In the event that any Sideware employee earns a salary
    greater than Speros, Speros shall automatically and
    immediately receive an increase in his salary to match that
    of such higher-paid employee to a maximum of $250,000
    annually.

READ, UNDERSTOOD AND AGREED TO ON THIS 27TH DAY OF NOVEMBER, 2001
BY:

SIDEWARE SYSTEMS INC.
SIDEWARE CORP.                       JAMES L. SPEROS

/s/ Ken Thornton                     /s/ James L. Speros
Ken Thornton
Chairman