Agreement of Purchase and Sale


To:Compuquest Inc. ("Compuquest")

Dated:October 21, 2003


WHEREAS:

1. Compuquest carries on a computer reseller business (the "Business") out of
   premises located at 60 Yonge Street, # 1001, Toronto, Ontario,.M5E 1H5

2. International Mount Company Inc., or an entity designated by International
   Mount Company Inc.("International ") wishes to acquire all of the assets of
   the Business upon the terms and subject to the conditions hereinafter set
   forth.


AGREEMENT:

3. The total purchase price for all of the operating assets of the Business,
   including, inter alia, all work in progress, inventory, furniture, fixtures
   and supplies is to be $292 402 allocated as follows:

        a) Accounts receivable                              $272,902
        b) Inventory                                           9,500
        c) Property and equipment                             10,000
        d) Goodwill, including the name Compuquest                 1

4. The purchase price for the assets shall be paid as follows:

        a) $10 in cash or by certified check or bank draft as a deposit upon
           execution of this Agreement, to be held by the lawyers for
           Compuquest, in trust, and paid to Compuquest on closing.
           In the event the transaction fails to close if one of the
           conditions of the agreement is not met through no fault of
           International, the $10 is returned to International, and
           otherwise is for the account of Compuquest.

        b) $292,402 by assuming the liabilities of Compuquest allocated as
           follows:
                 i) Bank indebtedness                       $101,988
                ii) Accounts payable                         190,414



        c) Consummation of the sale, with payment by the Buyer of the balance
           of the purchase price by the assumption of the liabilities
           aforesaid, and the execution and delivery of the closing documents
           will take place on or before October 31st, 2003 ("Closing")

5. Compuquest promises and agrees to convey good, clear, and marketable title
   to all the assets and property to be sold hereunder, the same to be free and
   clear of all liens and encumbrances, other than liens and encumbrances
   directly related to the liabilities being assumed by International. Full
   possession of said property will be delivered in the same condition that
   it is now, reasonable wear and tear excected.


CONDITIONS OF AGREEMENT:

This agreement is conditional upon International, acting reasonably, satisfying
itself as to the following matters, and that such matters are true at the
time of Closing:

6. That International will agree to retain the employees of the business listed
   below ("Employees"), and that those Employees shall have agreed to be
   employed by International on the same terms on which they are currently
   employed. (Randal Kalpin, Steven Gryfe, Stephen LaSalle)

7. The balance of the employees of Compuquest not being hired by International
   shall be the responsibility of Compuquest.

8. That the books and records of Compuquest are correct and accurately reflect
   the business of Compuquest in all material aspects.

9. That the material contracts of Compuquest are assignable to International.


International has completed its due diligence and is satisfied on all matters.
All due diligence matters are for the benefit of International and have been
waived by International.



10. On Closing, Compuquest will provide such representations and warranties
    as counsel for International may reasonably require, stating that they have
    the authority to sell the assets of the Business and that there are no
    adverse claims that have not been disclosed and that may affect the
    property, and that they have complied with the provisions of the Bulk
    Sales Act.

11. The Closing of this transaction is contingent upon the following
    conditions:

        a) No material adverse change in the business of Compuquest

        b) Completion of proper legal documentation as required by
           International 's counsel acting reasonably.


Article 1 CONFIDENTIALITY

12. In connection with its due diligence investigations, International agrees
    not to use any of Compuquest' confidential information for any purpose
    other that the exclusive purpose of evaluating the possibility of entering
    into a definitive Agreement with the Corporation with respect to the
    proposed transaction.  The term "confidential information" means such
    information that is not in the public domain that Compuquest furnishes
    to International, regardless of whether specifically identified as
    confidential, but does not include information that is generally in the
    public domain.



Dated the 21st day of October, 2003


The International Mount Company Inc.

        Per: /s/ Stuart Turk
            ----------------------------
             Stuart Turk - President


Accepted this 21st day of October, 2003

Compuquest Inc.

        Per: /s/ Randal A. Kalpin
            ----------------------------
             Randal A. Kalpin - President