CONSENT OF PARADIGM CAPITAL INC.


We hereby consent to the inclusion of our opinion letter to the
Board of Directors of Sideware Systems Inc. (the "Company") as an
Appendix to the Joint Proxy Statement - Prospectus relating to
the proposed merger of the Company and KnowledgeMax, Inc.
contained in the Registration Statement on Form S-4 to be filed
with the Securities and Exchange Commission, and to the
references to our firm and such opinion in such Joint Proxy
Statement/Prospectus.  In giving such consent, we do not admit
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended (the "Act"), or the rules and regulations of the
Securities and Exchange Commission thereunder (the
"Regulations"), nor do we admit that we are experts with respect
to any part of such Registration Statement within the meaning of
the term "experts" as used in the Act or the Regulations.


/s/ John Warwick

January 8, 2002