S.S.A. Coupon Limited
                              1230 B 4700 Kingsway
                              Burnaby, BC V5H 4M1

July 23, 1999


Forest Glade International Inc.
#370-444 Victoria St. Prince George, BC
V2L 2J7

Dear Sirs,

     Re:  Agreement in Principal between S.S.A. Coupon Limited doing business as
          WebRetriever.com   ("S.S.A.")  and  Forest  Glade  International  Inc.
          ("F.G.I.I.")

The purpose of this document is to describe and create a binding legal agreement
between  S.S.A.  and F.G.I.I.  for the sale of twenty (20) percent of the issued
and outstanding  shares of S.S.A. to F.G.I.I. A contract to conform to SEC rules
and regulations will be drafted by a U.S.  securities  lawyer  immediately after
signing.  No changes  to the terms  described  within  this  document  are to be
changed without the prior written consent of both parties.

1.  S.S.A.

     1.1  S.S.A.  represents and warrants that it owns 100% of the  intellectual
          property  for a  search  engine  known  as  'WebRetriever'  which is a
          geographical   based  search   engine  with  seven   components   (The
          'Intellectual Property')

     1.2  S.S.A.  represents and warrants that except for: a) the existing three
          shareholders,  b) the  contractual  obligations  existing  with Trevor
          Kray,  and c)  F.G.I.I.,  no other  party  has any right to any of the
          S.S.A. shares or intellectual property.

     1.3  S.S.A.  represents  and warrants that no other party has any option to
          any of the shares of S.S.A.

     1.4  S.S.A.  gives  F.G.I.I.  that  right of first  refusal  to any and all
          offers to either purchase or option S.S.A. shares.

     1.5  S.S.A.  gives  F.G.I.I.   the  right  of  first  refusal  on  any  new
          intellectual property developed by S.S.A. provided F.G.I.I. is capable
          of funding the research and  development  as well as the operations of
          any new products.

2.  Acquisition by F.G.I.I.

     2.1  F.G.I.I. will have twenty (20) percent of the issued capital of S.S.A.
          transferred  into  F.G.I.I.'s  name at the same price as the  original
          shareholders acquired their original shares.

     2.2  F.G.I.I.  will  arrange  through  the public  market one  million  two
          hundred  fifty  thousand  dollars  ($1,250,000)  through  the sales of
          F.G.I.I.  shares.  The proceeds are to be used for the  'WebRetriever'
          project.

3.  Acquisition Negotations

     3.1  S.S.A.  retains the right to negotiate on F.G.I.I.'s behalf if a third
          party offers to purchase  S.S.A.  and all  proceeds or  considerations
          must be distributed on an 10% (S.S.A.) and 20% (F.G.I.I.) basis.

4.  Royalities

     4.1  The intellectual property is subject to a seven (7) percent royalty in
          favor  of  the  existing  royalty  agreement  on  the  gross  revenues
          generated  directly or indirectly  through the use of the intellectual
          property.


S.S.A. Coupon Limited                    Witness:

Per:  Title:  Vice President                 Name:  Andrew Thompson
                                             Address: 22006 Dewoney Trunck Road
      /s/ Maurice Simpson                             Pitt Meadows BC
      -------------------



Forest Glade International Inc.           Witness:

Per:  Wayne Loftus                           Name:  Barbara Sutton
      ------------                           Address:  1510 Elm Street
      Title:  President                                Prince George BC