20-F

   As filed with the Securities and Exchange Commission on October 31, 2001
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 20-F
(Mark One)

[_]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended April 30, 2001

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

     Commission file number:  0-29142

                          API ELECTRONICS GROUP INC.
                       (formerly InvestorLinks.com Inc.)
              ---------------------------------------------------
            (Exact name of Registrant as specified in its charter)

                          Province of Ontario, Canada
                 --------------------------------------------
                (Jurisdiction of incorporation or organization)

           505 University Ave., Suite 1400, Toronto, Ontario M5G 1X3
           ---------------------------------------------------------
                   (Address of principal executive offices)


Securities registered or to be registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

                          Common Shares, no par value
             -----------------------------------------------------
                                (Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

                                      None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of


the close of the period covered by the annual report:


                 13,179,020 Common Shares as of April 30, 2001
               ------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


       Yes  [X]         No [_]              Inapplicable  [_]


Indicate by check mark which financial statement item the registrant has elected
to follow:

                        Item 17 [x]         Item 18 [_]

                                       2


                                    PART I
                                    ------


ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

          Not Applicable

ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE

          Not Applicable

ITEM 3.   KEY INFORMATION

A.   SELECTED FINANCIAL DATA

General

The selected consolidated statement of operations data set forth below for the
one year period ended April 30, 2001, and the selected consolidated balance
sheet data set forth below at April 30, 2001 are derived from the consolidated
financial statements of the Company included in Part III, Item 17 of this Annual
Report, which consolidated financial statements have been audited by BDO
Dunwoody LLP.

Note 1(b) to the consolidated financial statements included in Part III, Item 17
of this Annual Report describes the Company's acquisition of IL Canada, Inc. and
the accounting for the business acquisition.  Since IL Canada, Inc. is a newly
incorporated company and is deemed to be the acquirer for Canadian generally
accepted accounting purposes ("Cdn. GAAP") no comparative figures have been
presented in the Company's financial statements.  The standard of the U.S.
Securities and Exchange Commission for Item 3A requires selected historical
financial data "for the five most recent financial years (or such shorter period
that the [C]ompany has been in operation)...." Because of the reverse take-over
transaction described above, the Company has only been in operation since May
10, 2000.

For purposes of United States generally accepted accounting principles ("US
GAAP"), since IL Data Canada, Inc. had no operations, Investorlinks.com LLC, the
company that owned and operated the Investment Web site www.InvestorLinks.com
prior to the June 6, 2000 acquisition transactions, would be considered the
predecessor and audited information for the previous three years would normally
be disclosed.  However, the operations of Investorlinks.com LLC have been closed
and the previous years' information would not be relevant or informative.
Because of the foregoing, selected financial data for prior years is not
included in this Annual Report.

See "Exchange Rate Information" in this Item 3A below for historical exchange
rate information.  The selected financial data should be read in conjunction
with the consolidated financial statements of the Company and the notes thereto
included in Part III, Item 17 of this Annual Report, and "Item 5 -- Operating
and Financial Review and Prospects" herein.

The information set forth in this Annual Report is current as of October 26,
2001, unless an earlier or later date is indicated, and references to the "date
of this Annual Report" shall be deemed to refer to such date.

                                       3


The Company's accounts are maintained in Canadian dollars.  In this Annual
Report, all dollar amounts are expressed in Canadian dollars except where
otherwise indicated.


                      Selected Consolidated Financial Data
                           API Electronics Group Inc.
                   (formerly known as InvestorLinks.com Inc.)
                              Prepared Pursuant to
             United States Generally Accepted Accounting Principles
                (In thousands of Cdn. $, except per share data)


                                           Fiscal Year Ended April 30, 2001/(1)/
                                           -------------------------------------

                                                            2001
                                                           ------


Income Statement Data:

Revenue..............................                      $    133
Loss for operations..................                       ($2,293)
Net loss.............................                       ($2,346)
Net loss per common share............                        ($0.41)/(2)/

Balance Sheet Data:

Current assets.......................                      $  2,291
Investments..........................                           146
Capital assets.......................                           130
Total assets.........................                         2,567
Current liabilities..................                           489
Shareholders' equity.................                      $  2,078

/(1)/ For purposes of United States generally accepted accounting principles
("US GAAP"), since IL Data Canada, Inc. had no operations, Investorlinks.com
LLC, the company that owned and operated the Investment Web site
www.InvestorLinks.com prior to the June 6, 2000 acquisition transactions, would
be considered the predecessor and audited information for the previous three
years would normally be disclosed. However, the operations of Investorlinks.com
LLC have been closed and the previous years' information would not be relevant
or informative. Because of the foregoing, selected financial data for prior
years is not included in this Annual Report.
/(2)/ Net loss per common share has been restated to reflect the consolidation
of Common Shares of the Company on the basis of one for three.

                                       4


                      Selected Consolidated Financial Data
                           API Electronics Group Inc.
                   (formerly known as InvestorLinks.com Inc.)
                              Prepared Pursuant to
               Canadian Generally Accepted Accounting Principles
               -------------------------------------------------
                (In thousands of Cdn. $, except per share data)


                                       Fiscal Year Ended April 30, 2001/(1)/
                                   --------------------------------------------

                                                    2001
                                                   ------


Income Statement Data:

Revenue.................................          $    133
Loss for operations.....................           ($2,484)
Net loss................................           ($2,538)
Net loss per common share...............            ($0.44)/(2)/

Balance Sheet Data:

Current assets..........................          $  2,291
Investments.............................               144
Capital assets..........................               130
Total assets............................             2,565
Current liabilities.....................               489
Shareholders' equity....................          $  2,076


/(1)/ Note 1(b) to the consolidated financial statements included in Part III,
Item 17 of this Annual Report describes the Company's acquisition of IL Data
Canada, Inc. and the accounting for the business acquisition.  Since IL Data
Canada, Inc. is a newly incorporated company and is deemed to be the acquirer
for Cdn. GAAP purposes; no comparative figures have been presented in the
Company's financial statements.
/(2)/ Net loss per common share has been restated to reflect the consolidation
of Common Shares of the Company on the basis of one for three.

Reconciliation to United States Generally Accepted Accounting Principles

The consolidated financial statements of the Company have been prepared in
accordance with Cdn. GAAP, which differ materially in certain respects from US
GAAP.  For a description of these differences see note 10 to the consolidated
financial statements of the Company for its fiscal year ended April 30, 2001
included in Item 17 of this Annual Report.

Dividend Policy

The Company does not intend to pay dividends in cash or in kind in the future.
The Company expects to retain its earnings to finance the further growth of the
Company.  The directors of the Company will determine if and when dividends
should be declared and paid in the future based upon the earnings and financial
conditions of the Company at the relevant time and such other factors as the
directors may deem relevant.  All of the Common Shares of the Company are
entitled to an equal share in any dividends

                                       5


declared and paid.

                           EXCHANGE RATE INFORMATION

The rate of exchange as of October 25, 2001 for the conversion of Canadian
dollars ("Cdn. $") into United States dollars ("U.S. $") was U.S. $0.6357.  The
following table sets forth the exchange rates for the conversion of one dollar
Canadian into one dollar United States at the end of the following fiscal
periods, the high and low rates of exchange for such periods, and the average
exchange rates (based upon the average of the exchange rates on the last day of
each month during the periods).  The rates of exchange set forth herein are
shown as, or are derived from, the reciprocals of the noon buying rates in New
York City for cable transfers payable in Canadian dollars, as certified for
customs purposes by the Federal Reserve Bank of New York.  The sources of this
data are the Federal Reserve Statistical Release and exchange rate information
published by Oanda Corporation, a global leader in currency conversion.


                                      Fiscal Year Ended April 30

                               2001   2000  1999   1998   1997   1996
                               ----   ----  ----   ----   ----   ----

     Period End.............    .65    .67   .69    .70    .72    .73

     Low....................    .63    .66   .63    .68    .71    .72

     High...................    .68    .70   .70    .73    .75    .75

     Average*...............    .66    .68   .66    .71    .73    .73

           Sept. 2001    Aug. 2001  July 2001  June 2001   May 2001  April 2001
           ----------    ---------  ---------  ---------   --------  ----------
     Low       .63          .64         .65       .64         .64        .63
     High      .65          .66         .66       .66         .65        .65

*Calculated by using the average of the exchange rates on the last day of each
month during the period.

The rate of exchange as of October 25, 2001 for the conversion of United States
dollars into Canadian dollars was 1.574.

B.   CAPITALIZATION AND INDEBTEDNESS

     Not Applicable

C.   REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not Applicable

D.   RISK FACTORS

Uncertainties and Risk Factors

The Company is subject to a number of significant uncertainties and risks
including, but not limited to, those described below and those described
elsewhere in this Annual Report, which may ultimately affect the Company in a
manner and to a degree that cannot be foreseen at this time.  On August 31,
2001, the Company completed an acquisition by which the primary business of the
Company became the manufacture

                                       6


and supply of semiconductors and microelectronic circuits for military,
aerospace, and commercial applications through its newly-acquired, wholly-owned
subsidiary API Electronics, Inc. ("API"). On June 6, 2000, the Company completed
an acquisition by which the primary business of the Company became and remained,
for the period beginning June 6, 2000 and ending August 31, 2001, the operation
of the Internet investment site www.InvestorLinks.com through its wholly-owned
subsidiary IL Data Canada, Inc. ("IL"). Prior to June 6, 2000, the Company had
been engaged in developing and exploiting mineral properties. Because of the
significant change in the Company's business resulting from the August 31, 2001
acquisition of API, the list of risk factors below is separated into two primary
groups: risks inherent in the Company's semiconductor and microelectronic
circuit business (now the Company's primary business), and those inherent in the
Company's Internet-related business (which, as of the date of this Annual
Report, constitutes only a very minor part of the Company's business). Because,
as of the date of this Annual Report, other than holding a minority equity
interest in Stroud Resources Ltd. as a passive investment, the Company is no
longer involved in the business of exploiting mineral properties, risks related
to the exploitation of mineral properties are not described in this Item 3D.

General Risks and Risks Relating to an Investment in the Securities of the
--------------------------------------------------------------------------
Company
-------

Stock Market Price and Volume Volatility

The market for the common stock of the Company may be highly volatile for
reasons both related to the performance of the Company or events pertaining to
the industry, as well as factors unrelated to the Company or its industry.
Shares of the Company's Common Stock can be expected to be subject to volatility
in both price and volume arising from market expectations, announcements and
press releases regarding the Company's business, and changes in estimates and
evaluations by securities analysts or other events or factors.  In recent years,
the securities markets in the United States and Canada have experienced a high
level of price and volume volatility, and the market price of securities of many
companies, particularly small-capitalization companies such as the Company, have
experienced wide fluctuations which have not necessarily been related to the
operations, performances, underlying asset values, or prospects of such
companies.  For these reasons, the shares of the Company's Common Stock can also
be expected to be subject to volatility resulting from purely market forces over
which the Company will have no control.  Further, despite the existence of a
market for trading the Company's Common Stock in the United States and Canada,
stockholders of the Company may be unable to sell significant quantities of
Common Stock in the public trading markets without a significant reduction in
the price of the stock.

Dilution Through Employee, Director and Consultant Options and Warrants

Because the success of the Company is highly dependent upon its employees,
directors and consultants, the Company may in the future grant to some or all of
its key employees, directors and consultants options or warrants to purchase
shares of its Common Stock as non-cash incentives. Subject to certain
limitations, those options may be granted at exercise prices below those for the
Common Stock prevailing in the public trading market at the time, or may be
granted at exercise prices equal to market prices at times when the public
market is depressed.  The Company's Common Shares traded on the Canadian Venture
Exchange until August 8, 2001.  The rules of the Canadian Venture Exchange
prohibit the grant of options at exercise prices below those for the Common
Stock prevailing in the public trading market at the time of grant.  However,
these regulations will no longer prohibit the Company from making such grants
because the Company has requested to be voluntarily delisted from the Canadian
Venture Capital Exchange.  To the extent that significant numbers of such
options may be granted and exercised, the interests of the other stockholders of
the Company may be diluted.  As of the date of this Annual Report, the Company
has granted options to purchase 510,000 Common Shares to employees, directors,
and consultants, and has issued warrants to purchase 6,976,667 Common Shares.

                                       7


Dividends

The Company intends to invest all available funds to finance the growth of the
Company's business and therefore investors cannot expect to receive a dividend
on the Common Stock of the Company in the foreseeable future.  Even were the
Company to determine a dividend could be declared, the Company could be
precluded from paying dividends by restrictive provisions of loans, leases or
other financing documents or by legal prohibitions under applicable corporate
law.

Directors and Assets Outside Canada

Since certain of the Company's past directors and one of its current directors
are domiciled outside of Canada, it may not be possible to effect service of
process upon such directors, and since all or a substantial portion of the
assets of such directors are located outside Canada, there may be difficulties
in enforcing against such directors judgments obtained in Canadian courts.
Similarly, because certain of the Company's assets are located outside Canada,
there may be difficulties in enforcing against the Company judgments obtained in
Canadian courts.

Certain Forward-looking Statements

This Annual Report (including the documents incorporated or deemed to be
incorporated by reference herein) contains certain forward-looking statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995) and information relating to the Company that are based on the beliefs of
the management of the Company as well as assumptions made by and information
currently available to the management of the Company.  When used in this Annual
Report, the words "anticipate," "believe," "estimate," "expect," "intend,"
"plan" and similar expressions, as they relate to the Company or the management
of the Company, identify forward-looking statements.  Such statements reflect
the current views of the Company with respect to future events, the outcome of
which is subject to certain risks, including among others general economic and
market conditions, the state of the international, federal, state and local
regulatory environment, lack of demand for the Company's services, and other
risks described in this Item 3D of this Annual Report and elsewhere.  Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results or outcomes may vary materially from
those described herein as anticipated, believed, estimated, expected, intended
or planned.

Future Capital Needs

The Company may require additional funds for future capital expenditures.
Adequate funds for these purposes, whether from additional financings,
collaborative arrangements with other companies, or other sources, may not be
available when needed or on favorable terms.

Conflicts of Interest

Certain of the directors and officers of the Company are also directors and/or
officers and/or shareholders of other companies.  Such associations may give
rise to conflicts of interest from time to time.  The directors of the Company
are required by law to act honestly and in good faith with a view to the best
interests of the Company and to disclose any interest, which they may have in
any project or opportunity of the Company.  If a conflict of interest arises at
a meeting of the board of directors, any director in a conflict must disclose
his interest and abstain from voting on such matter.  In determining whether or
not the Company will participate in any project or opportunity, the directors
will primarily consider the degree of risk to which the Company may be exposed
and its financial position at the time.

                                       8


Risks Related to Potential Acquisitions

The Company may in the future pursue strategic acquisitions of businesses and
technologies.  Acquisitions may entail numerous risks, including:

     .  difficulties in assessing values for acquired businesses and
        technologies;
     .  difficulties in the assimilation of acquired operations and products;
     .  diversion of management's attention from other business concerns;
     .  assumption of unknown material liabilities of acquired companies;
     .  amortization of acquired intangible assets, which could reduce future
        report earnings; and
     .  potential loss of customers or key employees of acquired companies.

The Company may not be able to integrate successfully any operations, personnel,
services or products that it acquires in the future.

Control by Principal Stockholders, Officers and Directors Could Adversely Affect
the Company's Stockholders

The Company's officers, directors and greater-than-five-percent stockholders
(and their affiliates), acting together, have the ability to control
substantially all matters submitted to the Company's stockholders for approval
(including the election and removal of directors and any merger, consolidation
or sale of all or substantially all of the Company's assets) and to control the
Company's management and affairs.  Accordingly, this concentration of ownership
may have the effect of delaying, deferring or preventing a change in control of
the Company, impeding a merger, consolidation, takeover or other business
combination involving the Company or discouraging a potential acquirer from
making a tender offer or otherwise attempting to obtain control of the Company,
which in turn could materially adversely affect the market price of the
Company's stock.

Risks Related to the Company's Primary Business, the Operation of API
---------------------------------------------------------------------
Electronics, Inc. ("API")
-------------------------

Downturns in the Highly Cyclical Semiconductor Industry Would Adversely Affect
API's Operating Results and the Value of API's Business

The semiconductor industry is highly cyclical, and the value of API's business
may decline during the "down" portion of these cycles. The markets for API's
products depend on continued demand in the aerospace, military defense systems,
and commercial end-markets, and these end-markets may experience changes in
demand that could adversely affect our operating results and financial
condition.

The Semiconductor Business is Highly Competitive and Increased Competition Could
Reduce the Value of an Investment in the Company

The semiconductor industry, including the areas in which API does business, is
highly competitive. API expects intensified competition from existing
competitors and new entrants. Competition is based on price, product
performance, product availability, quality, reliability and customer service.
Even in strong markets, pricing pressures may emerge. For instance, competitors
may attempt to gain a greater market share by lowering prices. The market for
commercial products is characterized by declining selling prices. API
anticipates that its average selling prices will continue to decrease in future
periods, although the timing and amount of these decreases cannot be predicted
with any certainty. API competes in

                                       9


various markets with companies of various sizes, many of which are larger and
have greater financial and other resources than API has, and thus may be better
able to pursue acquisition candidates and to withstand adverse economic or
market conditions. In addition, companies not currently in direct competition
with API may introduce competing products in the future. API has numerous
competitors. Some of API's current major competitors include Microsemi
Corporation (NASDAQ National Market Symbol "MSCC"), Semtech Corp. (NASDAQ:
"SMTC"), International Rectifier Corp. (NYSE: "IRF"), Knox Semiconductor,
National Hybrid, Aeroflex Incorporated, and Alpha Industries. API may not be
able to compete successfully in the future or competitive pressures may harm
API's financial condition or operating results.

New Technologies Could Result in the Development of Competing Products and a
Decrease in Demand for API's Products

API's failure to develop new technologies or to react to changes in existing
technologies could materially delay its development of new products (which are
typically adaptations of existing products formerly manufactured by others),
which could result in decreased revenues and/or a loss of API's market share to
competitors. Rapidly changing technologies and industry standards, along with
frequent new product introductions, characterize much of the semiconductor
industry.  API's financial performance depends on its ability to design,
develop, manufacture, assemble, test, market and support new products (which,
again, are typically adaptations of existing products formerly manufactured by
others), and enhancements on a timely and cost-effective basis. A fundamental
shift in technologies in API's product markets could have a material adverse
effect on its competitive position within the industry.

Growth-Related Risks

API may be subject to growth-related risks, including capacity constraints and
pressure on its internal systems and controls. The ability of API to manage its
growth effectively will require it to continue to implement and improve its
operational and financial systems and to expand, train and manage its employee
base. The inability of API to manage this growth could have a material adverse
impact on its business, operations and prospects.

Risks Related to Complexity of Manufacturing Processes

API's manufacturing processes are highly complex, require advanced and costly
equipment and are continuously being modified in an effort to improve yields and
product performance. Impurities or other difficulties in the manufacturing
process can lower yields.  API's operations could be materially adversely
affected if production at its facility were interrupted for any reason. API may
experience manufacturing difficulties in the future.

API May Not be Able to Develop New Products to Satisfy Changes in Demand

API cannot assure investors that it will successfully identify new product
opportunities and develop and bring products to market in a timely and cost-
effective manner, or that products or technologies developed by others will not
render API's products or technologies obsolete or noncompetitive. In addition,
to remain competitive API must continue to reduce package sizes, improve
manufacturing yields and expand sales. API may not be able to accomplish these
goals.

Failure to Protect API's Proprietary Technologies or Maintain the Right to Use
Certain Technologies May Negatively Affect API's Ability to Compete

                                       10


API relies heavily on its proprietary technologies, which consist primarily of
drawings, specifications, and processes purchased from others.  API's future
success and competitive position may depend in part upon its ability to obtain
or maintain protection of certain proprietary technologies used in principal
products. API generally does not have, nor does it generally intend to apply
for, patent protection on any aspect of its technology or its business processes
or methods.  API's reliance upon protection of some of its technology as "trade
secrets" will not necessarily protect API from the use by other persons of its
technology, or their use of technology that is similar or superior to that which
is embodied in API's trade secrets. Others may be able independently to
duplicate or exceed API's technology in whole or in part. API cannot assure
investors that it will be able to maintain the confidentiality of its
technology, dissemination of which could have a material adverse effect on its
business. In addition, litigation may be necessary to determine the scope and
validity of API's proprietary rights. Obtaining or protecting API's proprietary
rights may require API to defend claims of intellectual property infringement by
its competitors. While API is not currently engaged as a defendant in
intellectual property litigation that it believes will have a material adverse
effect on its business, API could become subject to lawsuits in which it is
alleged that API has infringed upon the intellectual property rights of others.

If any such infringements exist, arise or are claimed in the future, API may be
exposed to substantial liability for damages and may need to obtain licenses
from patent owners, discontinue or change its processes or products or expend
significant resources to develop or acquire non-infringing technologies. API
cannot assure investors that it would be successful in such efforts or that such
licenses would be available under reasonable terms. API's failure to develop or
acquire non-infringing technologies or to obtain licenses on acceptable terms or
the occurrence of related litigation itself could have a material adverse effect
on API's operating results and financial condition.

API Must Commit Resources to Product Production Prior to Receipt of Purchase
Commitments and Could Lose Some or All of the Associated Investment

API sells products primarily pursuant to purchase orders for current delivery,
rather than pursuant to long-term supply contracts. Many of these purchase
orders may be revised or canceled without penalty. As a result, API must commit
resources to the production of products without any advance purchase commitments
from customers.  API's inability to sell products after it has devoted
significant resources to them could have a material adverse effect on API's
business, financial condition and results of operations.

Variability of API's Manufacturing Yields May Affect API's Gross Margins

API's manufacturing yields vary significantly among products, depending on the
complexity of a particular integrated circuit's design and API's experience in
manufacturing that type of integrated circuit. In the past, API has experienced
difficulties in achieving planned yields, which have adversely affected API's
gross margins.

The fabrication of integrated circuits is a highly complex and precise process.
Problems in the fabrication process can cause a substantial percentage of wafers
to be rejected or numerous integrated circuits on each wafer to be
nonfunctional, thereby reducing yields. These difficulties include:

     .  defects in masks, which are used to transfer circuit patterns onto API's
        wafers;
     .  impurities in the materials used;
     .  contamination of the manufacturing environment; and
     .  equipment failure.

                                       11


Because a large portion of API's costs of manufacturing are relatively fixed, it
is critical for API to improve the number of shippable integrated circuits per
wafer and increase the production volume of wafers in order to maintain and
improve API's results of operations. Yield decreases can result in substantially
higher unit costs, which could materially and adversely affect API's operating
results and have done so in the past. Moreover, API cannot assure investors that
it will be able to continue to improve yields in the future or that it will not
suffer periodic yield problems, particularly during the early production of new
products or introduction of new process technologies. In either case, API's
results of operations could be materially and adversely affected.

Risks Related to Supply of Materials and Services

API purchases most of its raw materials, including silicon wafers, on a purchase
order basis from a number of vendors. If any subcontractors or vendors are
unable to provide these materials in the future, the relationships with API's
customers could be seriously affected and its revenues, financial condition and
cash flows could be severely damaged.  Although API seeks to reduce its
dependence on sole and limited source suppliers both for services and for
materials, disruption or financial, operational, production or quality assurance
difficulties at any of these sources could occur and cause API to have severe
delivery problems.

API's Inventories May Become Obsolete

The life cycles of some of API's products depend heavily upon the life cycles of
the end products into which these products are designed. Products with short
life cycles require API to manage closely its production and inventory levels.
Inventory may also become obsolete because of adverse changes in end-market
demand. API may be adversely affected in the future by obsolete or excess
inventories which may result from unanticipated changes in the estimated total
demand for API's products or the estimated life cycles of the end products into
which API's products are designed.

API's International Operations and Sales Expose API to Material Risks

API expects revenues from foreign markets to continue to represent a significant
portion of total revenues. API maintains contracts with entities in the United
States, Canada, Israel and certain other countries that are members of the North
Atlantic Treaty Organization. There are risks inherent in doing business
internationally, including:

     .  changes in, or impositions of, legislative or regulatory requirements,
        including tax laws in the countries in which API sells its products;
     .  trade restrictions;
     .  transportation delays;
     .  work stoppages;
     .  economic and political instability;
     .  changes in import/export regulations, tariffs and freight rates;
     .  difficulties in collecting receivables and enforcing contracts
        generally; and
     .  currency exchange rate fluctuations.

In addition, the laws of certain foreign countries may not protect API's
products or intellectual property rights to the same extent as do Canadian and
U.S. laws.  Therefore, the risk of piracy of API's technology and products may
be greater in these foreign countries.  Although API has not experienced any
material adverse effect on its operating results as a result of these and other
factors, API cannot assure investors

                                       12


that such factors will not have a material adverse effect on API's financial
condition and operating results in the future.

Delays in Production, Implementing New Production Techniques or Resolving
Problems Associated with Technical Equipment Malfunctions Could Adversely Affect
API's Manufacturing Efficiencies

API's manufacturing efficiency will be an important factor in its future
profitability, and API cannot assure investors that it will be able to maintain
or increase its manufacturing efficiency. API's manufacturing processes are
highly complex, require advanced and costly equipment, and are continually being
modified in an effort to improve yields and product performance. API may
experience manufacturing problems in achieving acceptable yields or experience
product delivery delays in the future as a result of, among other things,
capacity constraints, construction delays, upgrading or expanding existing
facilities, or changing process technologies, any of which could result in a
loss of future revenues. API's operating results also could be adversely
affected by the increase in fixed costs and operating expenses related to
increases in production capacity if revenues do not increase proportionately.

Interruptions, Delays or Cost Increases Affecting API's Materials, Parts,
Equipment or Subcontractors May Impair API's Competitive Position

API's manufacturing operations depend upon obtaining adequate supplies of
materials, parts and equipment, including silicon, mold compounds, and lead
frames on a timely basis from third parties. API's results of operations could
be adversely affected if it is unable to obtain adequate supplies of materials,
parts and equipment in a timely manner, or if the costs of materials, parts or
equipment increase significantly.  From time to time, suppliers may extend lead
times, limit supplies or increase prices due to capacity constraints or other
factors. Although API generally uses materials, parts and equipment available
from multiple suppliers, it has a limited number of suppliers for some
materials, parts and equipment. While API believes that alternate suppliers for
these materials, parts and equipment are available, an interruption could
materially impair API's operations.

Some of API's products are assembled and tested by third-party subcontractors.
API does not have any long-term agreements with these subcontractors. As a
result, API may not have assured control over its product delivery schedules or
product quality. Due to the amount of time typically required to qualify
assemblers and testers, API could experience delays in the shipment of its
products if it is forced to find alternative third parties to assemble or test
them. Any product delivery delays in the future could have a material adverse
effect on API's operating results and financial condition. API's operations and
ability to satisfy customer obligations could be adversely affected if its
relationships with these subcontractors were disrupted or terminated.

Although API seeks to reduce its dependence on its sole and limited source
suppliers, disruption or termination of any of these sources could occur, and
such disruptions or terminations could harm API's business and operating
results. In the event that any of API's subcontractors were to experience
financial, operational, production or quality assurance difficulties resulting
in a reduction or interruption in supply, its operating results would suffer
until alternate subcontractors, if any, became available.

Risks Related to Reliance on Sales to Military and Aerospace Markets

A significant portion of API's sales are to military and aerospace markets,
which are subject to the business risks of changes in governmental
appropriations and changes in national defense policies and

                                       13


priorities. All of API's contracts with prime U.S. Government contractors
contain customary provisions permitting termination at any time, at the
convenience of the U.S. Government or the prime contractors upon payment to API
for costs incurred plus a reasonable profit. If API experiences significant
reductions or delays in procurements of its products by the U.S. Government, or
terminations of government contracts or subcontracts, its operating results
could be materially and adversely affected. Certain contracts are also subject
to price re-negotiation in accordance with U.S. Government sole source
procurement provisions.

Environmental Liabilities Could Adversely Impact API's Financial Position

United States federal, state and local laws and regulations impose various
restrictions and controls on the discharge of materials, chemicals and gases
used in API's semiconductor manufacturing processes. In addition, under some
laws and regulations, API could be held financially responsible for remedial
measures if its properties are contaminated or if it sends waste to a landfill
or recycling facility that becomes contaminated, even if API did not cause the
contamination.  Also, API may be subject to common law claims if it releases
substances that damage or harm third parties. Further, future changes in
environmental laws or regulations may require additional investments in capital
equipment or the implementation of additional compliance programs in the future.
Any failure to comply with environmental laws or regulations could subject API
to serious liabilities, and could have a material adverse effect on its
operating results and financial condition.

In the conduct of API's manufacturing operations, it has handled and does handle
materials that are considered hazardous, toxic or volatile under U.S. federal,
state and local laws. The risk of accidental release of such materials cannot be
completely eliminated. In addition, contaminants may migrate from or within, or
through property. These risks may give rise to claims. Where third parties are
responsible for contamination, the third parties may not have funds, or make
funds available when needed, to pay remediation costs imposed under
environmental laws and regulations.

Potential Effects of System Outages

Risks are presented by electrical or telecommunications outages, computer
hacking or other general system failure. To try to manage API's operations
efficiently and effectively, it relies heavily on its internal information and
communications systems and on systems or support services from third parties.
Any of these are subject to failure. System-wide or local failures that affect
API's information processing could have material adverse effects on its
business, financial condition, results of operations and cash flows. In
addition, insurance coverage for the risks described above may be unavailable.

Dependence on Key Personnel

API is dependent upon a small number of key personnel.  For example, Thomas W.
Mills, President and Chief Operating Officer of API, has held these positions
since 1991, has been employed by API since 1981, is extremely familiar with all
aspects of API's business, and has a proven track record of capable leadership.
Jerry Roth, Vice President of Sales and Marketing, has increased sales
dramatically since he started with API in 1998.  The loss of the services of one
or more of such personnel could have a material adverse effect on API.  API's
success will depend in large part on the efforts of these individuals.  It is
not currently proposed that there will be any long-term employment agreements or
key-man insurance in respect of API's key personnel.  API will face intense
competition for qualified personnel, and there can be no assurance that API will
be able to attract and retain such personnel.

Dependence on Recruiting and Retention of Sales and Customer Support Personnel

                                       14


The future revenue growth of API will depend in large part on its ability
successfully to expand its sales force and its customer support capability.  API
may not be able successfully to manage the expansion of such functions or to
recruit and train additional sales, consulting and client/customer support
personnel. If API is unable to hire and retain additional sales personnel, it
may not be able to increase its revenues to the extent necessary to ensure
profitability.  If API is unable to hire trained consulting and client/customer
support personnel it may be unable to meet client or customer demands.  API is
not likely to be able to increase its revenues in the event API fails to expand
its sales force or its consulting and client/customer support staff.  Even if
API is successful in expanding its sales force and client/customer support
capability, the expansion may not result in revenue growth.

Fluctuations in Earnings

While API has been in business for approximately twenty years, it has
experienced losses in some of its recent financial years, including the fiscal
years ended May 31, 1999 and May 31, 2000. API expects to experience significant
fluctuations in future quarterly results that may be caused by many factors,
including (i) the pace of development of its business; (ii) changes in the level
of marketing and other operating expenses to support future growth; (iii)
competitive factors; and (iv) general economic conditions.

Dependence on Additional Financing

API may require additional financing in order to support expansion, develop new
or enhanced services or products, respond to competitive pressures, acquire
complementary businesses or technologies, or take advantage of unanticipated
opportunities. The ability of the Company and API to arrange such financing in
the future will depend in part upon the prevailing capital market conditions, as
well as the business performance of API.  There can be no assurance that the
Company and API will be successful in their efforts to arrange additional
financing under satisfactory terms. If additional financing is raised by the
issuance of shares of the Company's Common Stock, the Company's shareholders may
suffer dilution.  If adequate funds are not available, or are not available on
acceptable terms, the Company and API may not be able to take advantage of
opportunities, or otherwise respond to competitive pressures and remain in
business.

Risks Related to Fire, Natural Disaster, and Equipment Problems

If a fire, natural disaster or any other catastrophic event prevents API from
operating its factory for more than a few days, API's revenue and financial
condition could be severely impacted. There are a number of foundries which,
given appropriate lead times, could meet some of API's fabrication needs.
However, in the event API has to use such foundries, it cannot guarantee that it
will be able to meet its customers' required delivery schedules. Because of the
unique nature of API's manufacturing processes, it would be difficult for API to
arrange for independent suppliers to produce semiconductors and microelectronic
circuits in a short period of time.  While API believes that it has sufficient
manufacturing capacity to meet its near term plans, prolonged problems with any
specific piece of equipment could cause API to miss its production goals.

Risks Related to the Company's Secondary Business, the Operation of the Internet
--------------------------------------------------------------------------------
Investment Site www.InvestorLinks.com through IL Data Canada, Inc. ("IL")
-------------------------------------------------------------------------

The Company Intends to Devote Only Minimal Resources to the Operation of its Web
Site www.InvestorLinks.com

                                       15


On August 31, 2001, the Company's primary business became the manufacture and
supply of semiconductors and microelectronic circuits for military, aerospace
and commercial applications through its newly-acquired subsidiary API
Electronics, Inc. ("API").  The Company intends to devote the vast majority of
its resources to API, rather than to the operation of its web site
www.InvestorLinks.com.  As a result, the number of users of, and advertising
revenues derived from IL and www.InvestorLinks.com will, in all likelihood,
decrease substantially in the future.  As of the date of this Annual Report,
advertising revenues derived from IL and www.InvestorLinks.com have already
dropped significantly as compared to revenues through April 30, 2001, the
closing date of the Company's fiscal year to which this Annual Report pertains.

Since April 30, 2001, IL has discontinued its electronic newsletter, previously
a source of revenues from advertising sponsors, closed U.S. operations,
terminated its internal advertising sales force, discontinued the development of
content for its Web site, and for the most part, become inactive.  Investors in
the Company should not, therefore, expect IL to contribute to the Company's
profitability.  Because of this, the Company's management has in this Annual
Report abridged the risk factors pertaining to IL, many of which are immaterial
to the Company's overall business.  The Company's 2000 Form 20-F Annual Report,
available online at the U.S. Securities and Exchange Commission's Web site
www.SEC.gov, contains a broader disclosure of risk factors relevant to IL's
business as previously conducted.

Intense Competition Will, in All Likelihood, Further Reduce the Market Share of
www.InvestorLinks.com and Further Deteriorate IL's Financial Performance

Because, as stated above, the Company has virtually eliminated resource
allocation to IL and the development of new content for www.InvestorLinks.com,
its ability to compete has been significantly reduced.  An increasing number of
financial news and information sources compete for consumers' and advertisers'
attention and spending, as well as for outside contributors of content.  The
Company and IL expect this competition to continue to increase.  Given the
limited resources that the Company intends to allocate to IL and
www.InvestorLinks.com, IL will not, in all likelihood, be able to compete
successfully for advertisers, readers or outside contributors, which will
materially adversely affect IL's business, results of operations and financial
condition.

IL Has Been Unable to Maintain Strategic Relationships That Previously Benefited
Its Business

IL established a number of strategic relationships with online service providers
and information service providers during and prior to the fiscal year ending
April 30, 2001, and has been unable to maintain most of these strategic
relationships.  These relationships were important to IL's business prospects,
and their loss has had, and will continue to have, a material adverse effect on
IL's business and financial performance.

The Elimination of IL's Internal Advertising Sales Force Will, in all
likelihood, Result in Lower Advertising Revenues

In addition to third party advertisement placement firms such as Engage Media
(which closed its operations in September 2001), IL previously depended on an
internal advertising sales department to maintain and increase its advertising
sales.  As of the date of this Annual Report, IL had terminated all of the
employees in its internal advertising sales department.  IL's Internet-related
business and results of operations will, in all likelihood, be materially
adversely affected by the elimination of its advertising sales department.  IL
has experienced significant reductions in revenues from advertising since the
end of the Company's financial year ending April 30, 2001.  As of the date of
this Annual Report, because of the elimination of IL's internal advertising
sales force and the loss of advertising sales through Engage Media, IL's
marketing and sales channels are inactive.

                                       16


Domain Names

The regulation of domain names in the United States and in foreign countries may
change.  Regulatory bodies could establish additional top-level domains, appoint
additional domain name registrars, or modify the requirements for holding domain
names, any or all of which may dilute the strength of its names.  IL may not
acquire or maintain its domain names in all of the countries in which its
Internet site may be accessed, or for any or all of the top-level domain names
that may be introduced.  The relationship between regulations governing domain
names and laws protecting proprietary rights is unclear.  Therefore, IL may not
be able to prevent third parties from acquiring domain names that infringe or
otherwise decrease the value of its marks and other proprietary rights.

Changing Governmental Regulations

IL may face increased government regulation and legal uncertainties.  There are
an increasing number of federal, state, local and foreign laws and regulations
pertaining to the Internet.  In addition, a number of federal, state, local and
foreign legislative and regulatory proposals are under consideration.  Laws or
regulations may be adopted with respect to the Internet relating to liability
for information retrieved from or transmitted over the Internet, online content,
user privacy and quality of products and services.  Laws or regulations relating
to privacy, in particular, may decrease the value of IL's subscriber database of
approximately 30,000 online consumers.  Moreover, the applicability to the
Internet of existing laws governing issues such as intellectual property
ownership and infringement, copyright, trademark, trade secret, obscenity,
libel, employment and personal privacy is uncertain and developing.  Any new
legislation or regulation, or the application or interpretation of existing laws
or regulations, may decrease the growth in the use of the Internet, may impose
additional burdens on electronic commerce or may alter how IL does business.
This could decrease the demand for its services, increase its cost of doing
business or otherwise have a material adverse effect on IL's business, results
of operations and financial condition.

Potential Liability for Information Displayed on IL's Web Site May Require the
Company to Defend Against Legal Claims, Which May Cause Significant Operational
Expenditures

IL may be subject to claims for defamation, libel, copyright or trademark
infringement or based on other theories relating to the information IL publishes
or has previously published on its Web site.  These types of claims have been
brought, sometimes successfully, against online services as well as other print
publications in the past.  IL could also be subject to claims based upon the
content that is accessible from IL's Web site through links to other Web sites.

ITEM 4.  INFORMATION ON THE COMPANY

INTRODUCTION

API Electronics Group Inc. (formerly InvestorLinks.com Inc.), incorporated in
the Province of Ontario, Canada (the "Company"), completed an acquisition on
August 31, 2001, by which the primary business of the Company became the
manufacture and supply of semiconductors and microelectronic circuits for
military, aerospace and commercial applications through its newly acquired,
wholly-owned subsidiary API Electronics, Inc.  Prior to August 31, 2001, the
Company had been primarily engaged in the business of a financial resource and
directory portal provider on the Internet, through the operation of the Internet
investment site www.InvestorLinks.com, since June 6, 2000.   While the Company,
through its wholly-owned subsidiary IL Data Canada, Inc., still owns and
operates the Internet site www.InvestorLinks.com, the Company's primary
business, and the focus of substantially all of the Company's resources is,
since

                                       17


August 31, 2001, the operation of its wholly-owned subsidiary API Electronics,
Inc. Prior to September 7, 2001, and during the fiscal year ending April 30,
2001, the Company's name was InvestorLinks.com Inc. Prior to June 6, 2000, and
during the fiscal year ended April 30, 2000, the Company's name was Opus
Minerals Inc., and the Company was in the business of locating, acquiring,
exploring, and, if warranted, developing and exploiting mineral properties. On
July 25, 2000, the Company filed Articles of Amendment in the Province of
Ontario changing its name from Opus Minerals Inc. to InvestorLinks.com Inc. As
of October 2001, other than holding a minority equity interest in Stroud
Resources Ltd. as a passive investment, the Company is no longer involved in the
business of exploiting mineral properties.

The Company is a publicly traded company whose Common Shares (the "Common Stock"
or the "Common Shares") trade in the United States on the National Association
of Securities Dealers OTC Bulletin Board under the symbol "APIEF."  Previously,
the Company's Common Stock traded on the Canadian Venture Exchange under the
symbol "YIK," and on the NASD OTC Bulletin Board under the symbol "IVLKF."  As
of the date of this Annual Report, the Company's Common Shares are not traded on
the Canadian Venture Exchange because the Company's Board of Directors, based on
business and timing factors, decided not to obtain pre-approval from the
Canadian Venture Exchange for its August 31, 2001 acquisition of API
Electronics, Inc., which constituted a reverse take-over transaction requiring
pre-approval.  The Company's Board of Directors has determined that it will not
seek to re-establish trading of its Common Shares on the Canadian Venture
Exchange, and has requested to be delisted voluntarily from the Canadian Venture
Exchange.

A.  HISTORY AND DEVELOPMENT OF THE COMPANY

The Company's legal name and commercial name is API Electronics Group Inc., and
the legal and commercial name of its primary business and wholly-owned
subsidiary is API Electronics, Inc.  The Company was incorporated on May 14,
1985, in the Province of Ontario, Canada under the name Shediac Bay Resources
Inc.  The Company is a corporation domiciled in the Province of Ontario, Canada,
and operates under the Ontario Business Corporations Act.

Both the registered office and principle place of business of the Company are
located at 505 University Avenue, Suite 1400, Toronto, Ontario, Canada M5G 1X3.
The telephone numbers of the Company's registered office and principle place of
business in Ontario, Canada are (416) 593-6543 and 1(800) 606-2326.  The Company
is not required to have an agent in its home country, Canada, or in the host
country, the United States.  The operating office of IL Data Corporation, Inc.,
a corporation incorporated under the laws of the State of Nevada in the United
States, which owns and operates the InvestorLinks.com Web site, is located at
505 University Avenue, Suite 1400, Toronto, Ontario, Canada M5G 1X3.  The
registered agent of IL Data Corporation, Inc. is Walther, Key, Maupin, Oats, Cox
& LeGoy, A Professional Corporation, 3500 Lakeside Court, P. O. Box 30,000,
Reno, Nevada 89520.  IL Data Corporation, Inc. is a wholly-owned subsidiary of
IL Data Canada, Inc., a corporation incorporated under the laws of the Province
of Ontario, Canada.  IL Data Canada, Inc. is a wholly-owned subsidiary of the
Company.  The corporate office of API Electronics, Inc., a corporation
incorporated under the laws of the state of Delaware in the United States and a
wholly-owned subsidiary of the Company, is located at 505 University Avenue,
Suite 1400, Toronto, Ontario, Canada M5G 1X3.  API Electronics, Inc. operates a
plant and distribution facility at 375 Rabro Drive, Hauppauge, New York, 11788.
The registered agent of API Electronics, Inc. is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
Unless the context otherwise requires, all references herein to the Company
include the Company and its subsidiaries.

From the time of the Company's incorporation on May 14, 1985 until June 6, 2000,
the Company was in the business of locating, acquiring, exploring, and, if
warranted, developing and exploiting, mineral

                                       18


properties. As noted above, the Company's name at the time it was incorporated
was Shediac Bay Resources Inc. Initially, the Company explored for beryllium and
gold in Canada. On June 25, 1985, the Company's Common Stock was listed for
trading on Canadian Dealing Network (the "CDN").

The Company filed Articles of Amendment effective September 13, 1991, changing
its name from Shediac Bay Resources Inc. to Dally Development Corp. The Company
was inactive from 1991 to April 1993, at which time a change in management,
stockholdings and control of the Company occurred.  At this time the Company
raised working capital to allow it to become active by acquiring or entering
into new mineral ventures.

In April 1993, the Company acquired 1024680 Ontario Ltd., a corporation
organized under the laws of the Province of Ontario ("1024680"), through a
share-for-share exchange in which the Company acquired all of the issued and
outstanding shares and warrants of 1024680 in exchange for (i) 6,078,650 shares
of the Company's Common Stock with an aggregate negotiated value of $243,156,
and (ii) three-year warrants to purchase an additional 6,078,650 shares at $0.10
per share.

As a result of the share-for-share exchange, 1024680's sole stockholder, 867323
Ontario Ltd., a corporation organized under the laws of the Province of Ontario
("867323"), acquired approximately 58.9% of the Company's outstanding shares of
Common Stock (after taking into consideration the transaction with Sheppard
Ventures Inc. discussed below).  Immediately following the share-for-share
exchange, Ms. Elizabeth J. Kirkwood, who, together with members of her immediate
family, owned and controlled 867323, became the President, a director and an
indirect principal stockholder of the Company.

Concurrent with the transaction described above with respect to 1024680, the
Company agreed to acquire all of the outstanding shares and warrants of Sheppard
Ventures Inc., a corporation organized under the laws of the Province of Ontario
("Sheppard"), through a share-for-share exchange in which the Company acquired
all of the issued and outstanding shares and warrants of Sheppard in exchange
for (i) 4,000,000 shares of the Company's Common Stock with an aggregate
negotiated value of $160,000, and (ii) three-year warrants to purchase an
additional 4,000,000 shares at $0.10 per share.

As a result of this transaction, Sheppard's stockholders acquired approximately
38.9% of the Company's outstanding shares of Common Stock (after taking into
consideration the transaction with 1024680 discussed above), and Mr. John R.
Gowdy, the sole officer and director of Sheppard and a principal indirect owner
of Sheppard, became a director and an indirect significant stockholder of the
Company.

The Company agreed in April 1993 to acquire all of the outstanding shares and
warrants of TNK Resources, Inc., a corporation organized under the laws of the
Province of Ontario ("Preceding TNK"), through a share-for-share exchange in
which the Company acquired all of the issued and outstanding shares and warrants
of Preceding TNK in exchange for (i) 2,500,000 shares of the Company's Common
Stock with an aggregate negotiated value of $250,000, and (ii) three-year
warrants to purchase an additional 2,500,000 shares at $0.20 per share.

Effective May 1, 1993, the Company amalgamated with its three newly-acquired,
wholly-owned subsidiaries (1024680, Sheppard and Preceding TNK), and thereupon
changed the name of the Company to TNK Resources Inc.

In September 1994, through a share-for-share exchange, the Company acquired
14,000,000 shares of common stock in Vertex (then known as Sommerset Industries
Inc., or "Sommerset"), a public company whose common stock is traded on the CDN.
As of September 24, 1999, the Company's shares in Vertex

                                       19


had a value of $420,000 based on the closing trading price of such shares on the
CDN as of such date of $0.15 per share. At this point, the Company owned
14,000,000 shares of Sommerset common stock, which then represented
approximately 70% of the total issued and outstanding Sommerset shares,
including 327,000 shares held by prior Sommerset stockholders after the
acquisition. Following the acquisition, Sommerset changed its name to Midswana
Diamond Exploration Corp.

The Company filed Articles of Amendment on May 18, 1999, changing its name from
TNK Resources Inc. to Opus Minerals Inc.  At that time, the trading symbol for
the Company's Common Shares on the CDN was changed to "OPUS", and the trading
symbol for the Company's Common Shares on the NASD OTC Bulletin Board was
changed to "OPMNF".

In February 2000, the Company sold all of its diamond exploration prospects to
its partially owned subsidiary, First Strike Diamonds Inc., then Vertex
Ventures, Inc. ("First Strike"), in exchange for 6,266,667 common shares of
First Strike.  In April 2000, the Company issued a dividend-in-kind of the
6,266,667 common shares of First Strike to the Company's shareholders. In June
2000, the Company sold its remaining 2,800,000 common shares of First Strike.
As of June 7, 2000 and through the date of this Annual Report, other than
holding a minority equity interest in Stroud Resources Ltd. as a passive
investment, the Company is no longer involved in the business of exploiting
mineral properties.

On June 6, 2000, the Company acquired all of the shares of IL Data Canada, Inc.
in exchange for 6,800,000 Common Shares of the Company at an attributed value of
$1,700,000.  IL Data Canada Inc. owns 100% of IL Data Corporation, Inc., which,
through a series of transactions, owns and operates the investment Web site
www.InvestorLinks.com.  From June 6, 2001 through August 31, 2001, the Company's
primary business was that of a financial resource and directory portal provider
on the Internet.  On July 25, 2000, the Company filed Articles of Amendment in
the Province of Ontario changing its name from Opus Minerals Inc. to
InvestorLinks.com Inc.  In connection with these transactions, the Company's
Common Stock began trading on the National Association of Securities Dealers OTC
Bulletin Board under the symbol "IVLKF."  Additional details regarding the
transactions summarized in this paragraph can be found below in Item 17 of this
Annual Report (see in particular Note 1 to the financial statements contained
therein).

On August 30, 2001, the Company's shareholders approved the acquisition of all
of the issued and outstanding shares of API Electronics, Inc., a Delaware
corporation ("API") by the issuance of 6,500,000 post-consolidation units at
U.S. $.40 per unit.  Each unit consists of one common share,  1/2 of one Series
A common share purchase warrant exercisable at U.S. $.45 for a period of 18
months from the date of issuance, and  1/2 of one Series B common share purchase
warrant exercisable at U.S. $.75 for a period of two years from date of
issuance.  This transaction constituted a reverse take-over of the Company by
API, the deemed acquiring company.  Also on August 30, 2001, the Company's
shareholders approved a change of the Company's name from InvestorLinks.com Inc.
to API Electronics Group Inc., and the consolidation of the authorized common
shares on the basis that every three pre-consolidation Common Shares were
converted into one post-consolidation Common Share.  The name change and share
consolidation became effective on September 10, 2001, when the Company filed
Articles of Amendment in Ontario.  On September 10, 2001, shares of the
Company's Common Stock began trading on the National Association of Securities
Dealers OTC Bulletin Board under the symbol "APIEF."  As of August 31, 2001, the
Company's primary business became the manufacture and distribution of
semiconductors and microelectronic circuits for military, aerospace, and
commercial applications through its newly acquired, wholly-owned subsidiary API.
The Company plans to devote substantially all of its resources to the business
of API.  Additional details regarding the transactions summarized in this
paragraph can be found below in Item 17 of this Annual Report (see in particular
Note 11 to the financial statements contained therein).

                                       20


Principal Capital Expenditures and Divestitures Since May 10, 2000

A description, including the amount invested, of the Company's principal capital
expenditures and divestitures (including interests in other companies), since
May 10, 2000, the date of incorporation of IL Data Canada, Inc., follows.



------------------------------------------------------------------------------------------------------------------------------
Date            Parties             Type             Description of Capital Ex-           Amount Invested or
                                                     penditure or Divestiture             Divested
--------------------------------------------------------------------------------------------------------------------------
                                                                              
June 6, 2000    Company, IL Data    Securities       Company acquired all of the shares   $1,700,000 invested
                Canada, Inc. ("IL   Exchange         of IL Data which indirectly owns     (attributed value of 6,800,000
                Data") and the      Agreement        and operates the Internet            Common Shares)
                shareholders of IL                   investment site
                Data Canada, Inc.                    www.InvestorLinks.com
-------------------------------------------------------------------------------------------------------------------------
August 30, 2001 Company, API        Agreement and    Company acquired all of the shares   U.S. $2,600,000 invested
                Acquisition Corp.,  Plan of Merger   of API Electronics, Inc.             (attributed value of
                API Electronics,                                                            6,500,000 post-consolidation
                Inc. and the                                                                Common Shares and Warrants to
                Shareholders of API                                                         Purchase Common Shares)
                Electronics, Inc.
--------------------------------------------------------------------------------------------------------------------------


For a discussion of the reasons that descriptions of capital expenditures and
divestitures occurring prior to May 10, 2000 are excluded from this Item 4A, see
the footnotes accompanying the Selected Consolidated Financial Data in Item 3A
above.  As of the date of this Annual Report, there are no material capital
expenditures or divestitures in progress.

Public Takeover Offers

There have been no public takeover offers by third parties in respect of the
Company's shares or by the Company in respect of other companies' shares since
May 1, 1999.

B.  BUSINESS OVERVIEW

Business Overview - API Electronics, Inc.
-----------------------------------------

An Introduction to API Electronics, Inc. - Operations, Activities and Products

Effective on August 31, 2001, subsequent to the end of the Company's fiscal year
ending April 30, 2001, the Company completed its acquisition of API Electronics,
Inc., a Delaware corporation ("API"), which then became a wholly-owned
subsidiary of the Company.  This transaction constituted a reverse take-over of
the Company by API, the deemed acquiring company.  As a result of the reverse
take-over, the primary business of the Company became the manufacture and supply
of semiconductors and microelectronic circuits for military, aerospace, and
commercial applications through its newly-acquired, wholly-owned subsidiary API.
The Company plans to devote substantially all of its resources to the business
of API.

API manufactures niche specialty products that major semiconductor manufacturers
no longer produce or do not plan on producing in the future.  API has focused on
the discontinued parts niche of the electronic component industry since its
formation over 20 years ago.  In support of API's goals and objectives, API has
focused on maximizing the potential of the various products for which it has
become the sole source supplier. Through the implementation of engineering
process controls and total quality management



                                       21


principles, API has achieved manufacturing efficiencies and effectiveness via
specialization and concentration on these niche products. This strategy has
enabled API gradually to increase its prices, thereby enhancing margins in these
sole source offerings.

API's reputation is that of a preferred supplier of custom replacement parts for
critical, fixed-design systems. Such niche products include Varactor tuning
diodes, specialty suppressor diodes for the relay market, and custom
microelectronic hybrid circuits designed, built and tested to customer
specifications. API also manufactures power and small-signal transistors,
silicon rectifiers, zener diodes, high-voltage diodes, and resistor/capacitor
networks. All microelectronic products are manufactured using semiconductor,
hybrid, and surface-mount technologies or a combination. All methods and
processes are controlled and monitored by API's Quality Assurance programs.

Applications for API's semiconductor products include: Telecommunications,
Aerospace, Military Defense Systems, Automated Test Equipment, Computing
Equipment, Medical Equipment, Robotics, Instrumentation and Automotive Systems.
API currently serves a broad group of customers falling into four main
categories: Hybrid Circuit, Power and Small-Signal Transistor, Varactor Tuning
Diode and Value-Added Distribution.

API's principal markets consist of the government and military markets
(approximately 50% of revenues), laboratory and commercial equipment
(approximately 40% of revenues), and other replacement parts (approximately 10%
of revenues).  The Company's customers include government agencies, Departments
of Defense, and large military contractors such as Honeywell/Allied Signal, BAE
Systems Controls, Deutch Relays, Litton Systems and Lockheed-Martin.  Other
customers include Raytheon, Northrop Grumman Litton, Alcatel, Tektroniz, Racal,
Ball Aerospace and the Defense Electronic Supply Center.

The main thrust of API's strategy has been to increase its market penetration
via the acquisition of the following competitors' product lines:

     1.   Ampower - Power Transistors
     2.   Unitrode - Power and Darlington Transistors
     3.   Solid Power Corp. - Homotaxial Power Transistors
     4.   MSI Electronics - Varactor Tuning, Abrupt, and Hyperabrupt Diodes
     5.   ASI Microsystems - Custom Hybrid Circuits
     6.   REL Labs - Standard Hybrid Amplifiers, Oscillators, and Networks

API has obtained the original designs of these companies to manufacture brand
new spare parts for aircraft, military, medical and commercial systems that were
built over the past three decades and are still providing essential services.

Additionally, API plans to invest in engineering and research and development to
become more active in High Current/High Voltage devices and introduce a line of
specialty power rectifiers. Offering foundry capabilities to other organizations
needing manufacturing facilities will also serve to achieve API's goal of
increased market penetration. API will look to return to its previous Qualified
Product List (QPL) offerings and concentrate on achieving QPL status on other
products. Also, the purchase of standard materials in volume will capitalize on
discounted price points and support improved margins.

Seeking better to communicate its capabilities to the industry as a whole,
including customers, sales reps, and distributors, API has instituted a cost-
effective sales and marketing program. Updated catalogs, brochures, line cards,
and product lists are augmented by its Web site describing API and its
capabilities.

                                       22


API seeks to improve its product sales in overseas markets through an increased
emphasis on the part of its domestic direct sales force and improved
communication with overseas sales representatives and distributors.

Principal Markets in which API Competes

API's customers are located primarily in the United States, Canada, Israel, and
certain countries that are members of the North Atlantic Treaty Organization.
These are the primary markets in which API competes.  Because the Company did
not receive revenues from API during the fiscal year ending April 30, 2001 to
which this Annual Report primarily pertains, the Company can not at this time
provide a breakdown of total revenues by category of activity and geographic
market with regard to the Company's operation of API.

New Products

API has not introduced any significant new products or services in the year
prior to the date of this Annual Report.

Seasonality

API's revenues and business is not, in general, seasonal.

Raw Materials

Raw materials required by API's business consist primarily of silicon wafers.  A
broad market for silicon wafers exists worldwide, and the prices of silicon
wafers has not historically been volatile.

Marketing Channels

API's marketing channels consist primarily of the use of an in-house sales
manager with a sales staff of two persons, and regional agents who act as
independent contractors to API.  API does not use any special sales methods such
as installment sales.

Dependence on Patents, Licenses, Contracts and Processes

API is not dependent on patents, licenses, industrial contracts, commercial
contracts, financial contracts, or new manufacturing processes in such a manner
that such dependence would be material to API's business or profitability.

Material Effects of Government Regulations

Except as noted below, government regulations of the United States and the State
of New York related to environmental compliance, labor conditions, and
government contracting are typical in API's industry and do not have a material
effect on the company's business.  API does, however, lack ISO-9002
certification and has not been able to maintain itself on all pre-qualification
lists necessary to contract with the United States Electronic Defense Supply
Center, including MIL-PRF-19500 (QML-19500) and MIL-PRF-38534 (QML-38534).  The
United States Department of Defense regulates certification and qualification
requirements of the Defense Electronic Supply Center.

Business Overview - IL Data Canada, Inc. (www.InvestorLinks.com)
----------------------------------------------------------------

                                       23


An Introduction to IL Data Canada, Inc. and InvestorLinks.com

On June 6, 2000, the Company completed its acquisition of IL Data Canada, Inc.,
which then became a wholly-owned subsidiary of the Company.  IL Data Canada,
Inc., through a series of transactions, owns and operates the Internet
investment site www.InvestorLinks.com ("InvestorLinks"), with operations based
in Ontario, Canada.

InvestorLinks is a financial resource and directory portal that delivers
informational content to the online investing community through the
InvestorLinks Web site.  InvestorLinks provides links to daily stock and market
analysis from numerous sources, comprehensive intra-day technical charting,
quotes, stock and market data, financial news, and financial directories.  The
InvestorLinks Directory contains unique URLs in hundreds of categories,
organized in an easy-to-navigate format.

The Company's Internet properties, including www.InvestorLinks.com, primarily
target a focused demographic of high-income decision-making investors with the
goal of generating advertising revenue.  In January 2000, more than 140,000
individual Internet users accessed InvestorLinks.com and related wholly-owned
Internet properties and generated over 5 million page views.  Chosen as one of
the "Best Websites for Investors" by BARRON'S magazine, InvestorLinks has been
recognized in North America as a premier investor resource on the Internet, and
has been listed numerous times as a "financial megasite" in Online Investor
Magazine.

Closure of U.S. Operations and Decline in Revenues of IL Data Canada, Inc.

Despite the accolades that the InvestorLinks.com Web site received from Barron's
and Online Investor magazines, the Web site was not able to generate sufficient
revenues to warrant expenses incurred by the Company in maintaining the Web site
in the manner it was initially maintained.  In general, many Web sites such as
InvestorLinks.com that are dependent on advertising revenues have not performed
well.  During the three month period ending July 31, 2001, a quarter in which
the Company generated only $3,777 in advertising and sponsorship newsletter
revenues combined, the Company closed down its U.S. operations, terminated the
employment of all U.S. employees, and transferred the Company's U.S. assets to
Canada.  While the Company explored options for entering another line of
business, it attempted to decrease expenses associated with the
InvestorLinks.com Web site so as to preserve the Company's assets.  The Company
anticipates that revenues derived from the InvestorLinks.com Web site will
continue to decrease because of the reduction in resources devoted to its
operation and the allocation of substantially all of the Company's available
resources toward the operation of its newly-acquired subsidiary, API
Electronics, Inc. instead of its subsidiary IL Data Canada, Inc., which owns and
operates the InvestorLinks Web site.  See also the Risk Factors related to IL
Data Canada, Inc. in Part III, Item 3D above.

Domain Names

The Company has registered the Domain name "InvestorLinks.com" with the
worldwide Internet registry called "Internic".  InvestorLinks.com also owns, and
has registered the following additional Internet domain names:
"InvestorLinks.net" "InvestorLinks.org" "TheWebInvestor.com" "FuturesLinks.net"
"FundLinks.com" "InvestorSource.net" "myInvestorLinks.com" and  "my-
InvestorLinks.com."

Ownership

The Website www.InvestorLinks.com, operated since 1997, is now owned 100% by IL
Data Corporation,

                                       24


Inc., which is owned 100% by IL Data Canada, Inc. ("IL"), which is owned 100% by
the Company.

Competition

Because, as stated above, the Company has virtually eliminated resource
allocation to IL and the development of new content for www.InvestorLinks.com,
its ability to compete has been significantly reduced.  An increasing number of
financial news and information sources compete for consumers' and advertisers'
attention and spending as well as for outside contributors of content.  The
Company and IL expect this competition to continue to increase.  Given the
limited resources that the Company intends to allocate to IL and
www.InvestorLinks.com, IL will not, in all likelihood, be able to compete
successfully for advertisers, readers or outside contributors, which will
materially adversely affect IL's business, results of operations and financial
condition.

Revenue Streams

IL has generated the majority of its revenues from advertising. Advertising
revenues have been derived principally from the sale of advertisements displayed
on IL's Websites and other online properties.  Advertising revenues have
decreased substantially since April 30, 2001, the end of the Company's fiscal
year.  Advertising revenues are obtained by delivering ad impressions over the
period in which the advertisement is displayed, provided that no significant IL
obligations remain at the end of a period and collection of the resulting
receivable is probable. IL obligations typically include guarantees of minimum
number of "impressions," or times that an advertisement appears in pages viewed
by users of IL's online properties. To the extent minimum guaranteed impressions
are not met, IL defers recognition of the corresponding revenues until the
remaining guaranteed impression levels are achieved.

In addition to revenues from advertising activities, IL has in the past, and
during the Company's fiscal year ending April 30, 2001, generated revenues
through a sponsorship newsletter.  Sponsors have paid IL for advertising space
in IL's periodic electronic newsletter, which IL distributed to its base of
approximately 30,000 online users or consumers.  While IL still maintains its
database of online users or consumers, its sponsorship newsletter program and
related revenue streams are, as of the date of this Annual Report, inactive.

Principal Markets in which the Company Competes

IL Data Canada, Inc. competes primarily in the financial Web site market in
North America.

Operations, Activities and Revenues by Category of Activity and Geographic
--------------------------------------------------------------------------
Market - May 10, 2000 to April 30, 2001
---------------------------------------

Beginning on May 10, 2000, and through April 30, 2001, the end of the Company's
last fiscal year, the Company's operations and principle activities consisted of
the operation of a financial resource and directory portal or the Internet
through the Internet investment site www.InvestorLinks.com.  During this period,
the Company sold advertising and subscriptions to a sponsorship newsletter, and
did not introduce any significant new products or services.  During this period,
the principal market in which the Company competed was the United States.  The
following table shows a break-down of total revenues by category of activity and
geographic market the fiscal year ending April 30, 2001.  For a discussion of
the reasons that revenue data for periods prior to May 10, 2000 are excluded
from this Item 4B, see the footnotes accompanying the Selected Consolidated
Financial Data Item 3A above.

Revenues by Category of Activity:

                                       25


For the fiscal year ended April 30                                2001
----------------------------------------------------------------------

Revenue
     Advertising Revenue                                      $ 98,220
     Sponsorship Newsletter Subscriptions                     $ 35,059

     Total Revenues                                           $133,279

Revenues by Geographic Market:

For the fiscal year ended April 30                                2001
----------------------------------------------------------------------

Revenue
    United States (Advertising & Sponsorship                  $133,279
     Newsletter)

     Total Revenues                                           $133,279

Seasonality

IL's financial Web site operations do not, as of the date of this Annual Report,
experience seasonality in operating results.

Raw Materials

IL's financial Web site operations do not depend on raw materials.

Marketing Channels

IL has employed the following marketing channels and special sales methods to
generate revenues from advertising, syndication and licensing related to its
financial Web site operations:

1.   Engage Media ("Engage Media") was, until it closed operations in September
     2001, the primary agent responsible for selling advertisement space on IL's
     Web site.  Engage Media served all advertisements through its Web servers,
     and retained 40% of all advertising revenues generated for IL in exchange
     for its services.

2.   Prior to the termination of its internal sales force in May 2001, IL
     generated some of its advertising revenues through direct sales.

As of the date of this Annual Report, IL's marketing channels were inactive.

Dependence on Patents, Licenses, Contracts, and Processes

While IL's financial Web site operations are not dependent on patents or
manufacturing processes, they are dependent in large part on the license of
content and Web site features designed to attract online visitors and thus, to
maintain advertising, syndication and licensing revenues.  Numerous providers
have provided content and articles to the Company from time to time in the past,
although, as of the date of this Annual Report, IL is not actively engaged in
obtaining content from third party providers.  The

                                       26


market for such content is very fluid and is constantly changing.

Material Effects of Government Regulations on the Company's Business

See Item 3D ("Risk Factors - Changing Government Regulations").  In addition,
the Company must comply with securities regulations imposed by the United States
Securities and Exchange Commission, state securities law administrators in the
United States, securities law administrators in the Provinces of Canada, and
potentially with various securities laws of other countries.

C.  ORGANIZATIONAL STRUCTURE

The Company, with its subsidiaries as described below, is a part of a group.
The corporate office of API Electronics, Inc., a corporation incorporated under
the laws of the State of Delaware in the United States and a wholly-owned
subsidiary of the Company, is located at 505 University Avenue, Suite 1400,
Ontario, Canada M5G 1X3.  The Company holds 100% of the ownership interest and
voting power of API Electronics, Inc.

The operating office of IL Data Corporation, Inc., a corporation incorporated
under the laws of the State of Nevada in the United States, which owns and
operates the InvestorLinks.com Web site, is located at 505 University Avenue,
Suite 1400, Toronto, Ontario, Canada M5G 1X3.  IL Data Corporation, Inc. is a
wholly-owned subsidiary of IL Data Canada, Inc., a corporation incorporated
under the laws of the Province of Ontario, Canada.  IL Data Canada, Inc. is a
wholly-owned subsidiary of the Company.  Thus the Company holds 100% of the
ownership interest and voting power of IL Data Canada, Inc., which in turn holds
100% of the ownership interest and voting power of IL Data Corporation, Inc.

D.   PROPERTY, PLANTS, AND EQUIPMENT

The Company is not an extractive enterprise. Because the Company is no longer a
natural resource exploration company, none of its property, plants and equipment
is used in relation to the Company's previous natural resource exploration
operations.

The executive offices of the Company and its two subsidiaries, API Electronics,
Inc. and IL Data Canada, Inc., are located at 505 University Avenue, Suite 1400,
Toronto, Ontario, Canada M5G 1X3.  The Company's wholly-owned subsidiary, API
Electronics, Inc., owns outright, without any major encumbrances, a 15,000
square foot manufacturing facility in Hauppauge, New York.  The productive
capacity of this manufacturing facility is sufficient to meet present needs and
needs in the foreseeable future.  All of API's products are produced at this
manufacturing facility, which is located at 375 Rabro Drive, Hauppauge, New York
11788.  To the Company's knowledge, except as generally described in Item 3D of
this Annual Report above, there are no environmental issues that may affect the
Company's utilization of the assets located at this manufacturing facility.  As
of the date of this Annual Report, the Company does not have any material plans
to construct, expand, or improve its facilities or the facilities of its
subsidiaries.

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.   OPERATING RESULTS

Absence of Comparative Figures

Note 1(b) to the consolidated financial statements included in Part III, Item 17
of this Annual Report

                                       27


describes the Company's acquisition of IL Canada, Inc. and the accounting for
the business acquisition. Since IL Canada, Inc. is a newly incorporated company
and is deemed to be the acquirer for Cdn. GAAP purposes, no comparative figures
have been presented in the Company's financial statements. The standard of the
U.S. Securities and Exchange Commission for Item 3A requires selected historical
financial data "for the five most recent financial years (or such shorter period
that the [C]ompany has been in operation)...." Because of the reverse take-over
transaction described above, the Company has only been in operation since May
10, 2000.

For purposes of US GAAP, since IL Data Canada, Inc. had no operations,
Investorlinks.com LLC, the company that owned and operated the Investment Web
site www.InvestorLinks.com prior to the June 6, 2000 acquisition transactions,
would be considered the predecessor and audited information for the previous
three years would normally be disclosed.  However, the operations of
Investorlinks.com LLC have been closed, and the previous years' information
would not be relevant or informative.  Because of the foregoing, financial
statements for prior years are not included in this Annual Report.

Acquisition of API Electronics, Inc.

Effective on August 31, 2001, subsequent to the end of the Company's fiscal year
ending April 30, 2001, the Company completed its acquisition of API Electronics,
Inc., a Delaware corporation ("API"), which then became a wholly owned
subsidiary of the Company.  This transaction constituted a reverse take-over of
the Company by API Electronics, Inc., the deemed acquiring company.  As a result
of the reverse take-over, the primary business of the Company became the
manufacture and supply of semiconductors and microelectronic circuits for
military, aerospace and commercial applications through its newly acquired,
wholly owned subsidiary API Electronics, Inc.  The Company plans to devote
substantially all of its resources to the business of API Electronics, Inc.
Because the financial statements of the Company included in Part III, Item 17 of
this Annual Report do not reflect the Company's new primary business, the
relevance of these financial statements to the Company's future performance is
negligible.

Closure of U.S. Operations of IL Data Canada, Inc. and Related Decrease in
Revenues

The Company, through its wholly owned subsidiary IL Data Canada, Inc., owns and
operates the InvestorLinks.com Web site.  During the fiscal year ending April
30, 2001, the Web site was not able to generate sufficient revenues to warrant
expenses incurred by the Company in maintaining the Web site in the manner it
was initially maintained.  In general, Web sites such as InvestorLinks.com that
are dependent on advertising revenues have fared poorly.  During the three-month
period ending July 31, 2001, the Company closed down its U.S. operations,
terminated the employment of all U.S. employees, and transferred the Company's
U.S. assets to Canada.  While the Company explored options for entering another
line of business, it attempted to decrease expenses associated with the
InvestorLinks.com Web site so as to preserve the Company's assets.  The Company
anticipates that revenues derived from the InvestorLinks.com Web site will
continue to decrease because of the reduction in resources devoted to its
operation.

In fact, the Company's advertising revenues generated from the InvestorLinks.com
Web site for the three- month period ending July 31, 2001, dropped substantially
to a mere $3,777 for the entire three-month period.  Investors in the Company's
Common Shares should not expect the operation of the InvestorLinks.com Web site
to generate any significant revenues in the future.  During the fiscal year
ending April 30, 2001, as a comparison, the Company's InvestorLinks.com Web site
generated $98,220 in advertising revenue and $35,059 in sponsorship newsletter
revenues.  In September 2001, the Company's primary source of advertising
revenues, an independent contractor sales agent trading as Engage Media, closed
its operations.  While it is possible that the Company will be able to increase
revenues generated

                                       28


from the InvestorLinks.com Web site, to accomplish this goal, the Company would
have to (i) re-establish independent contractor sales agents to generate
advertising revenues, and (ii) actively seek newsletter sponsors and re-
establish a program of sending electronic newsletters to the Company's online
user base of approximately 30,000 consumers.

Impact of Inflation

Inflation has not been material to the business of the Company.  The Company's
financial statements are presented in Canadian currency.  Canada has not
experienced hyperinflation during the last five years.

Impact of Foreign Currency Fluctuations on the Company

Foreign currency fluctuations had a material impact on the Company during the
fiscal year ending April 30, 2001.  During the fiscal year ending April 30,
2001, the Company recorded a foreign exchange gain of $99,698, a number greater
than the Company's advertising revenues of $98,220 during the same year.  The
Company does not employ hedging instruments to limit the impact of foreign
currency fluctuation.

Impact of Governmental Policies or Factors on the Company

No governmental economic, fiscal, monetary or political policies or factors have
materially affected, directly or indirectly, the Company's operations (with
regard to IL Data Canada, Inc.) or investments by United States shareholders in
the past.  Except as noted in the following sentence, the Company does not
anticipate that such policies or factors will materially affect, directly or
indirectly, the Company's operations or investments by United States
shareholders in the future.  Notwithstanding the foregoing, the Company's
operation of API Electronics, Inc. will be affected by governmental policies
related to defense spending (see also Item 4B - Material Effects of Government
Regulations above and Item 5D - TREND INFORMATION below).

B.   LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of the date of this Annual Report, the Company's working capital is
sufficient for the Company's present requirements.  However, should the Company
embark on expansion to develop new or enhanced services or products, respond to
competitive pressures, acquire complimentary businesses or technologies, or take
advantage of unanticipated opportunities, the Company may require additional
financing from external sources.  While the Company does not have significant
internal sources of liquidity, it anticipates that cash flows from operations
will cover future expenses.  While there are no legal or economic restrictions
on the ability of the Company's subsidiaries to transfer funds to the Company in
the form of cash dividends, loans or advances, the Company does not anticipate
such dividends, loans or advances in the foreseeable future.

During the fiscal year ending April 30, 2001, prior to the acquisition of IL
Data Canada, Inc., the Company issued 300,000 Common Shares upon the exercise of
Common Share purchase options for consideration of $75,000, and 300,000 Common
Shares upon the exercise of warrants for consideration of $105,000.  After the
acquisition of IL Data Canada, Inc., the Company issued 3,000,000 Common Shares
upon the exercise of warrants for a consideration of $1,050,000 and 680,000
units pursuant to a private placement of the Company for consideration of
$2,266,481.  Each unit consisted of one Common Share and one Common Share
purchase warrant exercisable at US $3.00 per share expiring on August 8, 2002.
The Company also purchased 4,890,000 Common Shares from certain shareholders for
consideration of US $0.05 per share or Cdn. $376,164.

                                       29


On August 31, 2001, the Company acquired API Electronics Inc., for consideration
of 6,500,000 post-consolidation units of the Company, consisting of 6,500,000
Common Shares and warrants to purchase an additional 6,500,000 Common Shares.
Of the 6,500,000 warrants, 3,250,000 warrants are exercisable to acquire up to
3,250,000 Common Shares at US $0.45 expiring February 28, 2003, and 3,250,000
warrants are exercisable to acquire up to 3,250,000 Common Shares at US $0.75
expiring August 30, 2003. In connection with the acquisition of API Electronics,
Inc., the Company also issued 250,000 broker units. Each broker unit comprised
of one common share, plus  1/2 of one Series A common share purchase warrant
exercisable at US $0.45 per share until February 28, 2003 and  1/2 of one Series
B common share purchase warrant exercisable at US $0.75 per share until August
30, 2003.  If these warrants and units are fully exercised, the cash
consideration to the Company could be up to US $4,150,000, which could enhance
the Company's future growth and ability to capitalize on opportunities as they
arise.

During the fiscal year ending April 30, 2001, the Company did not have a credit
facility in place, and had financed its working capital requirements through the
sale of its securities.  Thus, the Company has not historically, through the end
of its fiscal year ending April 30, 2001, used debt or other financial
instruments.  The Company's newly-acquired subsidiary, API Electronics, Inc.,
does, however, use debt instruments.  As of August 31, 2001, based on unaudited
interim financial statements, API Electronics, Inc. had a bank loan in the
amount of US $304,350 (all of which represented current debt at a variable
interest rate of prime + 1.0), equipment loans of US $36,000, and a loan from a
shareholder in the amount of US $95,574.  As of the date of this Annual Report,
the shareholder loan has been paid in full.

The Company holds cash and cash equivalents in Canadian currency.  The Company's
primary subsidiary, API Electronics, Inc., holds cash and cash equivalents in
United States currency.   Neither the Company nor any of its subsidiaries uses
financial instruments for hedging purposes.

The Company did not have material commitments for capital expenditures as of the
end of its fiscal year ending April 30, 2001.

C.   RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

During the last three financial years, the Company did not spend any money on
Company-sponsored research and development activities, and the Company did not
have research and development policies.  The Company's wholly-owned subsidiary,
API Electronics, Inc. has not spent material amounts of money on research and
development activities, and does not have formal research and development
policies.

D.   TREND INFORMATION

Because of the Company's acquisition of API Electronics, Inc. and the resulting
change in the Company's business effective August 31, 2001 described above and
elsewhere in this Annual Report, any trends related to the Company's prior
business of exploiting mineral properties, or related to the Company's secondary
business of operating the Web site InvestorLinks.com, are not material to the
Company's current primary business, the operation of API Electronics, Inc.  As
noted above and elsewhere in this Annual Report, revenues derived from the
Company's wholly owned subsidiary IL Data Canada, Inc., and the Web site
InvestorLinks.com, have decreased substantially since the end of the Company's
fiscal year ending April 30, 2001, and investors in the Company's Common Shares
should not expect the operation of the InvestorLinks.com Web site to generate
any significant revenues in the future.  With regard to API Electronics, Inc.,
the Company believes that, given the increased emphasis on military preparedness
worldwide following the terrorist attacks in New York City and Washington, D.C.
on September 11, 2001, demand for API Electronics, Inc.'s products may increase
in the future.

                                       30


ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

A.   DIRECTORS AND SENIOR MANAGEMENT AS OF THE DATE OF THIS ANNUAL REPORT

     Phillip DeZwirek
     ------- --------

     On August 31, 2001, Phillip DeZwirek became a director, Chairman of the
     Board, Chief Executive Officer and Treasurer of the Company.  As of the
     date of this Annual Report, Phillip DeZwirek also serves as the Chief
     Financial Officer and Controller of the Company.  Phillip DeZwirek has been
     a director, Chairman of the Board and the Chief Executive Officer of CECO
     Environmental Corp. since August 1979. Mr. DeZwirek also served as Chief
     Financial Officer of CECO Environmental Corp. from August 1979 until
     January 26, 2000. Mr. DeZwirek's principal occupations during the past five
     years have been serving as Chairman of the Board and Vice President of CECO
     Filters (since 1985); serving as Treasurer and Assistant Secretary of CECO
     Group (since December 10, 1999); serving as a director of Kirk & Blum and
     kbd/Technic (since 1999); serving as President of Can-Med Technology, Inc.
     d/b/a Green Diamond Corp. (since 1990); and serving as Chairman and as a
     director of Digital Fusion Multimedia Corp. (from January 1995 until June
     1998).  Mr. DeZwirek has also been involved in private investment
     activities for the past five years.

     Date of Birth: December 5, 1937

     Current Outside Business Activities:
     Chairman of the Board and Chief Executive Officer of CECO Environmental
      Corp.
     Chairman of the Board and Vice President of CECO Filters
     Treasurer and Assistant Secretary of CECO Group
     Director, Kirk & Blum
     Director, kbd/Technic
     President of Can-Med Technology, Inc. d/b/a Green Diamond Corp.


     James C. Cassina
     ----- -- -------

     James C. Cassina served as a director of the Company from December 1996
     until April 2000, served as the President of the Company from April 2000
     until August 31, 2001, and has served again as a director of the Company
     since April 10, 2001.  Since 1996, Mr. Cassina has also been a member of
     the board of directors of Energy Power Systems Limited, and has served as
     it President and Chief Executive Officer since July 1998.  Mr. Cassina has
     served as a director of Oil Springs Energy Corp. since August 1984, and
     served as its President from August 1984 until October 1999.  Mr. Cassina
     served as the President and as a director of Eugenic Corp. from November
     1996 until October 2000.  Mr. Cassina has served as the President and as a
     director of Bonanza Blue Corp. since October 2000, and currently serves as
     the President of Core Financial Enterprises Inc.  Mr. Cassina has extensive
     experience managing public companies.

     Date of Birth:  September 26, 1956

     Current Outside Business Activities:
     President, Chief Executive Officer and Director of Energy Power Systems
      Limited

                                       31


     Director, Oil Springs Energy Corp.
     President and Director, Bonanza Blue Corp.
     President, Core Financial Enterprises Inc.


     Thomas W. Mills
     ------ -- -----

     On August 31, 2001 Thomas W. Mills became a director and the President and
     Chief Operating Officer of the Company. Thomas W. Mills is President and
     Chief Operating Officer of the Company's wholly owned subsidiary, API
     Electronics, Inc. He has worked within the electronics industry since 1967
     and has specialized in semiconductors since 1969. His management career has
     spanned Production Control, Production/Manufacturing, Quality
     Control/Assurance, Program/Project Operation, and Vice President of
     Operations. Mr. Mills, who has been with API Electronics, Inc. since 1981,
     holds an Economics degree and has taken courses in Industrial Engineering.

     Date of Birth: January 31, 1945

     Current Outside Business Activities:  None.


     Sandra J. Hall
     ------ -- ----

     Ms. Hall has been a director of the Company since June 2000, served as the
     Comptroller of the Company from September 1996 until August 2001, and
     served as the Secretary of the Company from June 2000 until August 31,
     2001. Ms. Hall has extensive experience in corporate financial
     administration and regulatory and investor communications for publicly
     traded companies.  Ms. Hall has been the President and a Director of
     Eugenic Corp. since October 2000.  Ms. Hall has been a director of Energy
     Power Systems Limited since December 1997, Secretary since July 1998, and
     VP Corporate Affairs since October 1999.  Ms. Hall served as a Director of
     Rally Energy Corp. from December 1997 until June 2001, and as President
     from May 2000 until May 2001.  Ms. Hall has provided financial,
     administrative and executive services to several publicly traded companies
     independently since September 1996.  Prior to September 1996, Ms. Hall was
     employed as an accountant at Duguay & Ringler Corporate Services, a company
     which provides corporate secretarial and accounting services, including the
     management of public, investor and regulatory filing requirements, to
     several publicly traded companies.

     Date of Birth: May 12, 1964

     Current Outside Business Activities:
     VP Corporate Affairs, Secretary and Director of Engineering Power Systems
     Limited
     President and Director of Eugenic Corp.

     Jason DeZwirek
     ----- --------

     On August 31, 2001 Jason DeZwirek became a director, Executive Vice
     President, and Secretary of the Company.  Jason DeZwirek has been Vice
     President and a Director of CECO Environmental Corp. since February 1994
     and the Secretary of CECO since February 20, 1998.  He also serves as Vice
     President of Can-Med Technology, Inc. d/b/a Green Diamond Corp.  Mr.


                                       32


     DeZwirek's principal occupation since October 1999 has been as Founder and
     President of kaboose.com Inc., a company engaged in the development of
     interactive educational content. Mr. DeZwirek has also been involved in
     private investment activities for the past five years.

     Date of Birth: September 3, 1970

     Current Outside Business Activities:
     President of kaboose.com Inc.
     Vice President, Secretary and Director of CECO Environmental Corp.
     Vice President of Can-Med Technology, Inc. d/b/a Green Diamond Corp.


     Joanne E. Mills
     ---------------

     On August 31, 2001, Joanne E. Mills became the Assistant Secretary of the
     Company.  Joanne E. Mills is the Secretary of API Electronics, Inc., a
     wholly owned subsidiary of the Company, and has worked for API Electronics,
     Inc. since 1990.  She currently serves as the Human Resources Director of
     API Electronics, Inc., where she administers health and dental plans, the
     401(k) retirement plan, payroll direction, insurance plans, and various
     other administrative functions.

     Date of Birth: August 11, 1946

     Current Outside Business Activities:  None.

Jason DeZwirek is Phillip DeZwirek's son.  Joanne E. Mills and Thomas W. Mills
are married to each other.  There are no other family relationships between any
two or more of the directors or senior management members named above.  There
are no arrangements or understandings with major shareholders, customers,
suppliers or others, pursuant to which any person referred to above was selected
as a director or member of senior management.

The Company's directors and officers as of the date of this Annual Report are
summarized in the following table:

--------------------------------------------------------------------------------
Name                          Position(s)
--------------------------------------------------------------------------------
Phillip DeZwirek              Director, Chairman of the Board, Chief
                              Executive Officer, Chief Financial Officer,
                              Treasurer, and Controller
--------------------------------------------------------------------------------
James C. Cassina              Director
--------------------------------------------------------------------------------
Thomas W. Mills               Director, President, and Chief Operating Officer
--------------------------------------------------------------------------------
Sandra J. Hall                Director
--------------------------------------------------------------------------------
Jason DeZwirek                Director, Executive Vice President, and Secretary
--------------------------------------------------------------------------------
Joanne E. Mills               Assistant Secretary
--------------------------------------------------------------------------------

                                       33


B.  COMPENSATION

Compensation Required to be Disclosed Under the Ontario Securities Act
----------------------------------------------------------------------

The Ontario Securities Act requires that the Company disclose information about
the compensation paid to, or earned by the Company's Chief Executive Officer and
each of the other four most highly compensated executive officers of the Company
earning more than $100,000 in total salary and bonus for the fiscal year in
question.  The only executive officers of the Company for whom disclosure is
required under the Ontario Securities Act for the fiscal year ended April 30,
2001 are Ms. Elizabeth J. Kirkwood, a former President and Chief Executive
Officer of the Company who resigned from her position as Chief Executive Officer
of the Company effective as of June 6, 2000, Romaine E. Gilliland, who was
appointed Chief Executive Officer of the Company on June 6, 2000 and served in
that capacity until his resignation on April 10, 2001, and James C. Cassina, who
was appointed Chief Executive Officer of the Company on April 10, 2001 and
remained the Company's Chief Executive Officer throughout the remainder of the
Company's fiscal year ending April 30, 2001.

The Company paid Elizabeth J. Kirkwood a salary at the rate of $85,000 per year
from May 10, 2000, the beginning of the Company's current fiscal year, until
June 30, 2000, following her resignation as Chief Executive Officer of the
Company on June 7, 2000.  Thus, the Company paid Ms. Kirkwood approximately
$12,110 in salary during the fiscal year ending April 30, 2001.  The Company
granted Elizabeth J. Kirkwood stock options to purchase 18,000 Common Shares of
the Company at an exercise price of US $2.55 during the fiscal year ending April
30, 2001.  These stock options were subsequently cancelled.  In addition to the
salary noted above, the Company made payments to entities affiliated with Ms.
Kirkwood in the amounts set forth in Note 7(a) to the financial statements
included in Part III, Item 17 of this Annual Report.  Such payments include
$12,500 in office rent paid to 1014620 Ontario Ltd., a company in which Ms.
Kirkwood is the sole officer and director, and an owner of 75% of the company's
outstanding equity securities, during the fiscal year ending April 30, 2001.
Such payments also include $38,000 in fees related to accounting and
administrative support to 1014620 Ontario Ltd. during the fiscal year ending
April 30, 2001.  Subsequent to the end of the Company's fiscal year ending April
30, 2001, the Company paid 1014620 Ontario Ltd. $2,000 per month through
September 30, 2001 for accounting and administrative support.  Finally, such
payments include $1,600 in Web site hosting and maintenance fees paid to
Crossbeam Limited doing business as Crossbeam.com, a company in which Ms.
Kirkwood owns 90% of the company's outstanding equity securities and serves as a
director.  Subsequent to the end of the Company's fiscal year ending April 30,
2001, the Company continued to pay Crossbeam.com $2,000 per month for Web site
hosting and maintenance fees through September 30, 2001.  As reflected in Note
7(c) to the financial statements included in Part III, Item 17 of this Annual
Report, the Company carries an account payable of $25,000 owed to Ms. Kirkwood
for previous consulting services.

Romaine E. Gilliland, who served as Chief Executive Officer of the Company from
June 6, 2000 until April 10, 2001, entered into a two year employment agreement
with the Company's wholly owned subsidiary IL Data Corporation, Inc. on June 6,
2000 to act as its Secretary-Treasurer and Chief Financial Officer at an annual
salary of US $60,000, which salary was subsequently increased.  This employment
agreement was terminated on April 10, 2001.  The Company paid Mr. Gilliland US
$104,246 in salary and other compensation related to the severance of his
employment during the fiscal year ending April 30, 2001.  In addition, the
Company paid Mr. Gilliland $8,370 in automobile benefits and $1,256 in
professional dues.  As reflected in Note 7(d) to the financial statements
included in Part III, Item 17 of this Annual Report, the Company paid $8,795 in
accounting fees to the accounting firm of Romaine E. Gilliland, C.P.A. during
the fiscal year ending April 30, 2001.

                                       34


The Company did not pay James C. Cassina cash compensation during the fiscal
year ending April 30, 2001.  Information related to stock options granted to
persons for whom individual disclosure is required under Ontario law or for whom
the Company has elected to disclose publicly is set forth below.

Compensation Previously Disclosed Publicly
------------------------------------------

Although not required under the Ontario Securities Act, the Company disclosed,
in a July 27, 2001 Notice of Special Meeting of Shareholders to be Held August
30, 2001 and Management Information Circular Relating to its Acquisition of API
Electronics, Inc. (the "Circular"), which Circular was publicly disclosed in a
Form 6-K filing with the United States Securities and Exchange Commission,
compensation to certain of the Company's directors other than Elizabeth J.
Kirkwood, Romaine E. Gilliland, and James C. Cassina.

In the Circular, the Company disclosed that API Electronics, Inc., now the
Company's wholly owned subsidiary, pays Thomas W. Mills an annual salary of US
$91,000, and an annual car allowance of US $6,600.  API Electronics, Inc. pays
Joanne Mills a yearly salary of US $28,600, and an annual car allowance of US
$7,300.  API Electronics, Inc. does not pay any further compensation to Mr. or
Mrs. Mills, or to any of its directors.  In the Circular, the Company also
disclosed that the Company paid Sandra J. Hall, formerly the Company's
Secretary, compensation of $2,000 per month for corporate secretarial services.
The Company paid this amount to Ms. Hall through September 30, 2001.  The
Company paid Ms. Hall $23,500 for corporate secretarial services during the
fiscal year ending April 30, 2001.

Cash Compensation of Directors During the Financial Year Ended April 30, 2001
-----------------------------------------------------------------------------

No directors of the Company were compensated in cash by the Company or any of
its subsidiaries during the financial year ended April 30, 2000 for their
services in their capacity as directors, although directors are entitled to $200
per meeting.

Stock Option Plan
-----------------

In 1995, a stock option plan was authorized for directors, officers, and
employees.  The terms of the plan restrict options granted at any point in time
to 10% of the outstanding shares of the Company.  Also, no optionee can be
granted options of more than 5% of the outstanding Common Shares of the Company
at one point in time.  The maximum term of any option granted is five years.

Stock Options Granted to Directors and Officers
-----------------------------------------------

In connection with the Company's acquisition of API Electronics, Inc., the
Company cancelled all of its stock options outstanding as of July 24, 2001,
except for those stock options that had been granted to Ms. Elizabeth J.
Kirkwood prior to the Company's fiscal year ending April 30, 2001 and which are
described in Item 6E below.  As a result of these cancellations and as a result
of the expiration of certain other stock options, none of the stock options
granted by the Company during the fiscal year ending April 30, 2001 remain
exercisable.  The Company did grant stock options to its directors after the end
of its fiscal year ending April 30, 2001, however, which stock options are set
forth in Item 6E below.

Long-Term Incentive Plan Awards
-------------------------------

The Company did not have a long-term incentive plan (the definition of "long-
term incentive plan"

                                       35


contained in the Ontario Securities Act expressly excludes a stock option plan)
during the financial year ended April 30, 2001.

Pension and Retirement Benefits
-------------------------------

During the fiscal year ending April 30, 2001, the Company provided its employees
and employees of its subsidiaries with a simplified retirement benefit plan
whereby the Company matched employees' contributions up to the lesser of three
percent of each employees' annual income or US$6,000.  Neither the Company nor
its subsidiaries have set aside or accrued any funds for the purpose of
providing pension, retirement, or similar benefits.

C.   BOARD PRACTICES

During the fiscal year ended April 30, 2000, and until June 6, 2000, the
Company's board of directors consisted of four persons.  Elizabeth J. Kirkwood,
Sandra J. Hall, William Jarvis, and Ian S. Davey served as directors until June
6, 2000, when Mr. Jarvis and Mr. Davey resigned from the board of directors, the
number of directors was increased from four to five, and Frank Kollar, Romaine
E. Gilliland, and George Stubos were appointed directors to fill the resulting
vacancies.  From June 6, 2000 until December 15, 2000, the Company's board of
directors consisted of Elizabeth J. Kirkwood, Sandra J. Hall, Frank Kollar,
Romaine E. Gilliland, and George Stubos.  On December 15, 2000, George Stubos
resigned from the Board of Directors, and the number of directors was decreased
from five to four.  From December 15, 2000 until February 7, 2001, the Company's
board of directors consisted of Frank Kollar, Romaine E. Gilliland, Elizabeth J.
Kirkwood, and Sandra J. Hall.  On February 7, 2001, the number of directors was
increased from four to five and Richard J. Lachick was appointed to the Board of
Directors.  From February 7, 2001 until March 7, 2001, the Company's Board of
Directors consisted of Frank Kollar, Romaine E. Gilliland, Elizabeth J.
Kirkwood, Sandra J. Hall, and Richard J. Lachick.  On March 7, 2001, Frank
Kollar resigned from the board of directors, and the number of directors was
decreased from five to four.  On April 10, 2001, Mr. Gilliland resigned from the
board of directors and James C. Cassina was appointed to fill the resulting
vacancy.  From April 10, 2001 until August 31, 2001, the Board of directors
consisted of James C. Cassina, Elizabeth J. Kirkwood, Sandra J. Hall, and
Richard J. Lachick.

On August 31, 2001, the number of directors was increased from four to five,
Elizabeth J. Kirkwood and Richard J. Lachick resigned from the board of
directors, and Phillip DeZwirek, Thomas W. Mills, and Jason DeZwirek were
appointed to the Board of Directors.  The five directors named below continue to
serve as of the date of this Annual Report.  The current terms of each of the
Company's directors began on October 30, 2001, the date of the Company's 2001
Annual Meeting of Shareholders, and will expire on the date of the Company's
2002 Annual Meeting of Shareholders. Each of the directors named below has
served as a Director of the Company since the date set forth beside his or her
name:

Sandra J. Hall:      April 28, 2000
James C. Cassina:    April 10, 2001
Phillip DeZwirek:    August 31, 2001
Thomas W. Mills:     August 31, 2001
Jason DeZwirek:      August 31, 2001

None of the Company's directors are parties to service contracts with the
Company or any of its subsidiaries providing for benefits upon termination of
employment.

The Company does not have a Remuneration Committee.  As of the date of this
Annual Report, the

                                       36


Company's Audit Committee consists of three directors, Phillip DeZwirek, Sandra
J. Hall, and Jason DeZwirek. The members are appointed by the Company's
directors at the conclusion of the annual meeting to hold office until the next
annual meeting, or until their successors are elected or appointed. The Audit
Committee reviews the financial statements of the Company and reports thereon to
the Company's Board of Directors before the financial statements are approved by
the Board of Directors.

D.   EMPLOYEES

The Company, including its subsidiaries, employed the following numbers of
employees as of the dates and at the locations set forth below:

-----------------------------------------------------------------
Location         5/10/00       10/31/00      4/30/01      10/1/01
-----------------------------------------------------------------
Ontario,
Canada              2             1             1            0
-----------------------------------------------------------------
Charlottesville,
Virginia            0             7             2            0
-----------------------------------------------------------------
Hauppauge,
New York            0             0             0           50
-----------------------------------------------------------------
-----------------------------------------------------------------
 TOTAL              2             8             3           50
-----------------------------------------------------------------
-----------------------------------------------------------------

The Company, including its subsidiaries, employed the following numbers of
employees as of the dates and in the categories of activities set forth below:

-----------------------------------------------------------------
Activity         5/10/00       10/31/00      4/30/01      10/1/01
-----------------------------------------------------------------
Corporate
Offices             2             1             1            0
------------------------------------------------------------------
Web site
Management          0             7             2            0
------------------------------------------------------------------
API *
Management          0             0             0            3
------------------------------------------------------------------
API
Sales               0             0             0            2
------------------------------------------------------------------
API Design
Engineering         0             0             0            1
------------------------------------------------------------------
API Testing /
Environmental
Engineering         0             0             0            2
------------------------------------------------------------------
API Process
Engineering         0             0             0            4
------------------------------------------------------------------
API
QualityAssurance    0             0             0            2
------------------------------------------------------------------
API Production
Management          0             0             0            3
------------------------------------------------------------------
API
Assembly            0             0             0           31
------------------------------------------------------------------
API Accounting /
Human Resources     0             0             0            2
------------------------------------------------------------------

                                       37


------------------------------------------------------------------
------------------------------------------------------------------
TOTAL               2             8             3           50
------------------------------------------------------------------

* API = API Electronics, Inc., a wholly owned subsidiary of the Company

For a discussion of the reasons that employee data prior to May 10, 2000 is
excluded from this Item 6D, see the footnotes accompanying the Selected
Consolidated Financial Data in Item 3A above.  None of the Company's employees
is a member of a labor union.  The Company does not employ temporary employees.

E.   SHARE OWNERSHIP

Share Ownership of Directors and Officers
-----------------------------------------

As of September 28, 2001, an aggregate of 10,892,972 Common Shares and no
Special Shares of the Company were issued and outstanding.  The table below sets
forth the share ownership in the Company of the persons listed in subsection 6.B
of this Item 6 above as of September 28, 2001, based on numbers reported to the
Company by the persons set forth below.  None of the persons set forth below
have different voting rights.

--------------------------------------------------------------------------------
Name                            Number of Common   Percentage of Issued and
                                Shares Held        Outstanding Common Shares(d)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elizabeth J. Kirkwood           211,895            1.95%
--------------------------------------------------------------------------------
Romaine E. Gilliland            0                  0.00%
--------------------------------------------------------------------------------
James C. Cassina                7,667              0.07%
--------------------------------------------------------------------------------
Sandra J. Hall                  6,916/(a)/         0.06%
--------------------------------------------------------------------------------
Phillip DeZwirek                1,567,380/(b)/     14.39%
--------------------------------------------------------------------------------
Thomas W. Mills                 329,916            3.03%
--------------------------------------------------------------------------------
Jason DeZwirek                  1,402,422/(c)/     12.87%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Notes:
------
(a)  Ms. Sandra J. Hall holds 6,916 Common Shares of the Company directly. Ms.
     Hall also has an indirect interest in an additional 5,000 Common Shares of
     the Company (not reflected in the table above) held by Eugenic Corp., a
     company in which Ms. Hall is a minority shareholder and of which she is the
     President and a director.
(b)  Mr. Phillip DeZwirek holds 50% of Icarus Investments Corp., which in turn
     holds 50.01% of Can-Med Technology, Inc.  Can-Med Technology, Inc. (doing
     business as Green Diamond Corp.) held 2,804,283 Common Shares of the
     Company as of September 28, 2001.  Mr. Phillip DeZwirek thus holds,
     indirectly through Can-Med Technology Inc., a 50% interest in approximately
     1,402,422 Common Shares of the Company, representing approximately 12.87%
     of the outstanding Common Shares of the Company.  Mr. Phillip DeZwirek also
     controls Technapower Industries Corporation, a company that held 164,958
     Common Shares of the Company, representing an additional 1.51 % of the
     Company's Common Shares, as of September 28, 2001.
(c)  Mr. Jason DeZwirek holds 50% of Icarus Investments Corp., which in turn
     holds 50.01% of Can-

                                       38


     Med Technology, Inc. Can-Med Technology Inc. (doing business as Green
     Diamond Corp.) held 2,804,283 Common Shares of the Company as of September
     28, 2001. Mr. Jason DeZwirek thus holds, indirectly through Can-Med
     Technology Inc., a 50% interest in approximately 1,402,422 Common Shares of
     the Company, representing approximately 12.87% of the outstanding Common
     Shares of the Company.
(d)  Percentages are computed by dividing the number of Common Shares held
     (excluding options and warrants to purchase Common Shares, which are
     disclosed separately below) by the 10,892,972 Common Shares of the Company
     issued and outstanding as of September 28, 2001.  Note that percentages
     held by the Company's major shareholders, as disclosed in Item 7A below,
     which reflect shares beneficially owned (including options and warrants),
     may be higher.

Stock Option Plan
-----------------

In 1995, a stock option plan was authorized for directors, officers and
employees.  The terms of the plan restrict options granted at any point in time
to 10% of the outstanding shares of the Company.  Also, no optionee can be
granted options of more than 5% of the outstanding Common Shares of the Company
at one point in time.  The maximum term of any option granted is five years.

Stock Options Held by Directors and Officers
--------------------------------------------

The following table sets forth all outstanding stock options granted to
directors and officers of the Company for whom individual disclosure is required
under Ontario law or for whom the Company has elected to disclose publicly as of
the date of this Annual Report:

Common Share Purchase Options

--------------------------------------------------------------------------------
Optionee                  Number of Shares     Exercise Price   Expiration Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elizabeth J. Kirkwood          10,000               $.90       August 3, 2002
--------------------------------------------------------------------------------
James C. Cassina               50,000               $.45        July 31, 2006
--------------------------------------------------------------------------------
James C. Cassina               50,000               $.75        July 31, 2006
--------------------------------------------------------------------------------
Sandra J. Hall                 50,000               $.45        July 31, 2006
--------------------------------------------------------------------------------
Sandra J. Hall                 50,000               $.75        July 31, 2006
--------------------------------------------------------------------------------
Phillip DeZwirek               50,000               $.45      August 31, 2006
--------------------------------------------------------------------------------
Phillip DeZwirek               50,000               $.75      August 31, 2006
--------------------------------------------------------------------------------
Thomas W. Mills                50,000               $.45      August 31, 2006
--------------------------------------------------------------------------------
Thomas W. Mills                50,000               $.75      August 31, 2006
--------------------------------------------------------------------------------
Jason DeZwirek                 50,000               $.45      August 31, 2006
--------------------------------------------------------------------------------
Jason DeZwirek                 50,000               $.75      August 31, 2006
--------------------------------------------------------------------------------

No purchase price was associated with any of the stock options set forth above.
The number of shares and exercise prices associated with the stock options set
forth above reflect post-consolidation numbers and prices--see Note 11(b) to the
financial statements contained in Part III, Item 17 of this Annual Report.

Warrants Held by Directors and Officers
---------------------------------------

The following table sets forth all outstanding warrants to purchase Common
Shares granted to persons for whom individual disclosure is required under
Ontario law or for whom the Company has elected to disclose

                                       39


publicly as of the date of this Annual Report:

Warrants to Purchase Common Shares

--------------------------------------------------------------------------------
Warrant Holder          Number of Shares     Exercise Price   Expiration Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip DeZwirek/(a)/      783,690               US$.45       February 28, 2003
--------------------------------------------------------------------------------
Phillip DeZwirek/(a)/      783,690               US$.75         August 30, 2003
--------------------------------------------------------------------------------
Thomas W. Mills            164,958               US$.45       February 28, 2003
--------------------------------------------------------------------------------
Thomas W. Mills            164,958               US$.75         August 30, 2003
--------------------------------------------------------------------------------
Jason DeZwirek/(b)/        701,211               US$.45       February 28, 2003
--------------------------------------------------------------------------------
Jason DeZwirek/(b)/        701,211               US$.75         August 30, 2003
--------------------------------------------------------------------------------

_____________
Notes:
------
(a)  Mr. Phillip DeZwirek holds 50% of Icarus Investments Corp., which in turn
     holds 50.01% of Can-Med Technology, Inc.  Can-Med Technology, Inc. (doing
     business as Green Diamond Corp.) held Class A Warrants to purchase
     1,402,142 Common Shares of the Company at an exercise price of US$.45 and
     Class B Warrants to purchase 1,402,142 Common Shares of the Company at an
     exercise price of US$.75 as of September 28, 2001.  Mr. Phillip DeZwirek
     thus holds, indirectly through Can-Med Technology Inc., a 50% interest in
     warrants to purchase approximately 1,402,422 Common Shares of the Company.
     Mr. Phillip DeZwirek also controls Technapower Industries Corporation, a
     company that held Class A Warrants to purchase 82,479 Common Shares of the
     Company at an exercise price of US$.45 and Class B Warrants to purchase
     82,479 Common Shares of the Company at an exercise price of US$.75 as of
     September 28, 2001.
(b)  Mr. Jason DeZwirek holds 50% of Icarus Investments Corp., which in turn
     holds 50.01% of Can-Med Technology, Inc.  Can-Med Technology, Inc. (doing
     business as Green Diamond Corp.) held Class A Warrants to purchase
     1,402,142 Common Shares of the Company at an exercise price of US$.45 and
     Class B Warrants to purchase 1,402,142 Common Shares of the Company at an
     exercise price of US$.75 as of September 28, 2001.  Mr. Phillip DeZwirek
     thus holds, indirectly through Can-Med Technology Inc., a 50% interest in
     warrants to purchase approximately 1,402,422 Common Shares of the Company.

The warrants described in the table above were issued in connection with the
transaction described in Note 11(a) to the financial statements contained in
Part III, Item 17 of this Annual Report, and for the consideration described
therein.  The number of shares and exercise prices associated with the stock
options set forth above reflect post-consolidation numbers and prices--see Note
11(b) to the financial statements contained in Part III, Item 17 of this Annual
Report.

ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.  MAJOR SHAREHOLDERS

The following table discloses all known major shareholders beneficially owning
5% or more of the Company's issued and outstanding shares of Common Stock as of
September 28, 2001. As of September 28, 2001 (and as of the date of this Annual
Report), an aggregate of 10,892,972 Common Shares and no Special Shares of the
Company were issued and outstanding.  None of the major shareholders have
different voting rights.

                                       40




-----------------------------------------------------------------------------------------
Name                             Number of Common Shares  Percentage of Issued and
                                 Beneficially Owned       Outstanding Common Shares /(a)/
-----------------------------------------------------------------------------------------
                                                    
Can-Med Technology, Inc. doing   5,608,567/(b)/           33.99%
business as Green Diamond Corp.
-----------------------------------------------------------------------------------------
Phillip DeZwirek                 6,038,483/(c)/           43.25%
-----------------------------------------------------------------------------------------
Jason DeZwirek                   5,708,567/(d)/           40.89%
-----------------------------------------------------------------------------------------
Seloz Gestion & Finance SA       1,094,165/(e)/           9.13%
-----------------------------------------------------------------------------------------
Hapi Handels-Und-                1,094,165/(e)/           9.13%
Beteiligungsqeselischaft MBH
-----------------------------------------------------------------------------------------
Private Investment Company Ltd.  1,094,165/(e)/           9.13%
-----------------------------------------------------------------------------------------
CCD Consulting Commerce          1,094,165/(e)/           9.13%
Distruibution AG
-----------------------------------------------------------------------------------------
Partner Marketing AG             1,094,165/(e)/           9.13%
-----------------------------------------------------------------------------------------
Thomas W. Mills                  759,832 /(f)/            6.52%
-----------------------------------------------------------------------------------------
Shangri-La Investments Inc       669,565/(g)/             5.79%
-----------------------------------------------------------------------------------------


Notes:
------

(a)  Computed by dividing the number of shares beneficially held by each
     shareholder, including Common Shares and Common Shares underlying options
     and warrants exersisable within 60 days, by the total number of issued and
     outstanding Common Shares of the Company plus each shareholder's Common
     Shares underlying options and warrants exersisable within 60 days.
(b)  Includes 2,804,283 Common Shares and 2,804,284 Common Shares underlying
     warrants exercisable within 60 days.
(c)  Includes 2,804,283 Common Shares and 2,804,284 Common Shares underlying
     warrants exercisable within 60 days held of record by Can-Med Technology,
     Inc. d/b/a Green Diamond Corp. ("Green Diamond Corp.").  Mr. Phillip
     DeZwirek is the President of Green Diamond Corp., and holds a 50% equity
     interest in Icarus Investments Corp., which in turn holds a 50.01% equity
     interest in Green Diamond Corp.  Also includes 164,958 Common Shares and
     164,958 Common Shares underlying warrants exercisable within 60 days held
     of record by Technapower Industries Corporation, a corporation controlled
     by Mr. Phillip DeZwirek.  Also includes 100,000 Common Shares underlying
     options exercisable within 60 days held of record by Mr. Phillip DeZwirek.
(d)  Includes 2,804,283 Common Shares and 2,804,284 Common Shares underlying
     warrants exercisable within 60 days held of record by Can-Med Technology,
     Inc. d/b/a Green Diamond Corp. ("Green Diamond Corp.").  Mr. Phillip
     DeZwirek, Mr. Jason DeZwirek's father, is the President of Green Diamond
     Corp., and Mr. Jason DeZwirek holds a 50% equity interest in Icarus
     Investments Corp., which in turn holds a 50.01% equity interest in Green
     Diamond Corp. Also includes 100,000 Common Shares underlying options
     exercisable within 60 days held of record by Mr. Jason DeZwirek.
(e)  Includes 547,083 Common Shares and 547,082 Common Shares underlying
     warrants exercisable within 60 days.
(f)  Includes 329,916 Common Shares and 329,916 Common Shares underlying
     warrants exercisable within 60 days. Also includes 100,000 Common Shares
     underlying options exercisable within 60 days.
(g)  Includes 334,781 Common Shares and 334,784 Common Shares underlying
     warrants exercisable within 60 days.

                                       41



Each of the major shareholders listed above obtained his or its Common Shares
effective August 31, 2001.  There have been no other significant changes in the
percentage ownership held by any of the above major shareholders during the past
three years.

The following table discloses the geographic distribution of the holders of
record of the Company's Common Stock as of September 28, 2001:



-------------------------------------------------------------------------------------------------
                      Number of      Number of Shares    Percentage of    Percentage of Shares
Country               Shareholders                       Shareholders
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
                                                              
Canada                1,040          6,141,793           89.19%           56.38%
-------------------------------------------------------------------------------------------------
USA (host country)    107            699,084             9.18%            6.42%
-------------------------------------------------------------------------------------------------
Switzerland           3              1,641,249           0.26%            15.07%
-------------------------------------------------------------------------------------------------
Australia             4              1,166               0.34%            0.01%
-------------------------------------------------------------------------------------------------
Bahamas               5              783,845             0.43%            7.20%
-------------------------------------------------------------------------------------------------
Turks & Caicos        1              547,083             0.09%            5.02%
-------------------------------------------------------------------------------------------------
Austria               1              547,083             0.09%            5.02%
-------------------------------------------------------------------------------------------------
Denmark               1              2                   0.09%            0.00%
-------------------------------------------------------------------------------------------------
British Virgin        1              200,000             0.09%            1.84%
Islands
-------------------------------------------------------------------------------------------------
Botswana              1              13,333              0.09%            0.12%
-------------------------------------------------------------------------------------------------
Belize                1              159,167             0.09%            1.46%
-------------------------------------------------------------------------------------------------
BWI                   1              159,167             0.09%            1.46%
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
Total                 1,166          10,892,972          100.03%/(a)/     100%
-------------------------------------------------------------------------------------------------


/(a)/ Rounding Error.

The Company may be indirectly controlled by Can-Med Technology Inc., which, as
of September 28, 2001, held 2,804,283 shares of Common Stock of the Company
(excluding warrants), representing approximately 25.74% of the Company's issued
and outstanding shares of Common Stock as of September 28, 2001.  The Company
may be indirectly controlled by Phillip DeZwirek, who indirectly, through his
ownership of a portion of Can-Med Technology Inc. and Technapower Industries
Corporation, held approximately 14.39% of the Company's issued and outstanding
shares of Common Stock (excluding options and warrants) as of September 28,
2001.  The Company may be indirectly controlled by Jason DeZwirek, who
indirectly, through his ownership of a portion of Can-Med

                                       42


Technology Inc., held approximately 12.87% of the Company's issued and
outstanding shares of Common Stock (excluding options and warrants) as of
September 28, 2001. The Company is not aware of any other corporations, foreign
governments, natural persons, or legal persons that may directly or indirectly
own or control the Company.

There are no arrangements known to the Company, the operation of which may at a
subsequent date result in a change in control of the Company.

B.  RELATED PARTY TRANSACTIONS SINCE MAY 10, 2000

Ms. Elizabeth J. Kirkwood, formerly the Chief Executive Officer of the Company,
serves on the Board of Directors of Stroud Resources Ltd., a company in which
the Company holds a minority interest as a passive investment.  See Item 6B
above for additional related party transactions with Elizabeth J. Kirkwood and
her affiliates, and for related party transactions with Romaine E. Gilliland,
Sandra J. Hall, and their affiliates.

Frank Kollar, who served as Chairman of the Company's board of directors from
June 6, 2000 until March 7, 2001, entered into a two year employment agreement
with the Company's wholly owned subsidiary IL Data Corporation, Inc. on June 6,
2000 to act as its President at an annual salary of US $60,000.  This employment
agreement was terminated on March 7, 2001.  As reflected in Note 7(d) to the
financial statements included in Part III, Item 17 of this Annual Report, the
Company paid Frank Kollar, formerly Chairman of the Company's board of
directors, $30,227 in consulting fees during the fiscal year ending April 30,
2001.  The Company also paid Mr. Kollar US $10,000 per month in consulting fees
from May 1, 2001 through August 31, 2001.

On March 7, 2001, the Company purchased 4,890,000 Common Shares of the Company
from Sierra Holdings Limited, a company beneficially owned 88.84% by Frank
Kollar and 11.16% by Romaine E. Gilliland (3,890,000 Common Shares), George
Stubos, a former member of the Company's board of directors (500,000 Common
Shares), and Christos Lividas, a former member of the Company's advisory board
(500,000 Common Shares) for consideration of US $.05 per share (US $244,500 or
Cdn. $376,164).

C.  INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.

ITEM 8.  FINANCIAL INFORMATION

Consolidated Financial Statements

See the Consolidated Financial Statements set forth in Part III, Item 17 hereof
and filed as a part of this Annual Report.

Export Sales

Export sales did not constitute a significant portion of the Company's total
sales volume as of April 30, 2001, the end of the Company's most recent fiscal
year.

Legal or Arbitration Proceedings

As of the date of this Annual Report, there are no legal or arbitration
proceedings that may have, or have

                                       43


had in the recent past, significant effects on the Company's financial position
or profitability.

Company Policy on Dividend Distributions

The Company's board of directors declared the Company's most recent dividend on
April 11, 2000, when the Company issued a dividend-in-kind of 6,266,667 common
shares of First Strike Diamonds Inc. to shareholders of record of the Company on
March 1, 2000. This dividend was an extraordinary event and the Company does not
intend to pay further dividends in cash or in kind in the future. The Company
expects to retain its earnings to finance the further growth of the Company.
The directors of the Company will determine if and when dividends should be
declared and paid in the future based upon the earnings and financial conditions
of the Company at the relevant time and such other factors as the directors may
deem relevant.  All of the Common Shares of the Company are entitled to an equal
share in any dividends declared and paid.

Significant Changes

Significant changes have occurred since April 30, 2001, the date of the
Consolidated Financial Statements set forth in Part III, Item 17 hereof and
filed as a part of this Annual Report.  In particular, see Note 11 ("Subsequent
Events") to the Consolidated Financial Statements for a description of these
significant changes.

ITEM 9.  THE OFFER AND LISTING

Not applicable except for Item 9A(4) and Item 9C.

A(4).  PRICE HISTORY

Price History in the Canadian Market

The following table sets forth the reported high and low sale prices and, as
applicable, the volume of trading of the Company's Common Shares, as adjusted to
reflect a 1:3 consolidation of the Company's Common Shares effective September
10, 2001 and a 1:10 consolidation of the Company's Common Shares effective May
18, 1999, and as reported by the Canadian Dealing Network Inc. ("CDN") (prior to
December 22, 2000) or the Canadian Venture Exchange ("CDNX") (after December 22,
2000), as applicable, for the periods indicated:


            Period                                   High    Low     Volume
            -------                                  ----    ---     ------

            Past 6 Calendar Months
            ----------------------
     2001:  September/(a)/.........................    N/A     N/A        N/A
            August (through August 8, 2001)/(a)/...  $1.50   $1.29     10,150
            July...................................   0.45    0.39      2,652
            June...................................   0.60    0.27     16,754
            May....................................   0.75    0.45    347,033
            April..................................   0.39    0.39         69

            Quarterly Data Since Q1 2000
            ----------------------------
     2002:  Second Quarter (10/31/01)/(a)/.........   1.50    1.29     10,050
            First Quarter (7/31/01)................   0.75    0.27    366,443


                                       44


     2001:  Fourth Quarter (4/30/01)............    1.38    0.75       4,572
            Third Quarter (1/31/01)/(b)/........    2.28    1.38      39,327
            Second Quarter (10/31/00)/(c)/......     N/A     N/A         N/A
            First Quarter (7/31/00)/(c)/........     N/A     N/A         N/A

     2000:  Fourth Quarter (4/30/00)/(c)/.......   12.00    5.25     508,159
            Third Quarter (1/31/00).............   12.00    2.70     567,014
            Second Quarter (10/31/99)...........    2.70    0.81     202,022
            First Quarter (7/31/99).............    1.20    0.75      31,236

     2001:  FYE 4/30/01/(b)/....................    2.28    0.75      43,899
     2000:  FYE 4/30/00/(c)/....................   12.15    0.75   1,003,930
     1999:  FYE 4/30/99:........................   16.50    2.10     591,876
     1998:  FYE 4/30/98:........................   72.00    6.00  15,852,442
     1997:  FYE 4/30/97:........................  142.50   22.50   2,577,307

    /(a)/ The Company's trading was halted on the CDNX as of August 8, 2001. The
Company's Board of Directors has determined that it will not seek to re-
establish trading of its Common Shares on the CDNX and has requested to be
delisted voluntarily from the CDNX.
    /(b)/ Beginning December 22, 2000, the date on which trading commenced on
the CDNX.
    /(c)/ The Company's Common Shares were not traded in Canada from March 3,
2000 until December 22, 2000.

Prior to December 22, 2000, the Company's Common Shares were traded on the CDN,
and were traded under the symbol OPUS from May 1999 until March 3, 2000.  On
March 3, 2000, when the Company announced a transaction with IL Data
Corporation, the Company's Common Shares were removed from the visible quotation
provided by the CDN because the transaction represented a change in control, a
change in business and a change of name for the Company.  The IL Data
Corporation transaction was completed on June 6, 2000, the name change occurred
on July 25, 2000, and the Company filed an application for quotation with CDN on
August 11, 2000.

In the meantime, some companies that were quoted on CDN were invited to apply
for listing on the CDNX.  The Company made the application for listing on the
CDNX and filed the necessary documentation, and began listing the shares of the
Company on Tier 3 of CDNX as of December 22, 2000.

For the period from December 22, 2000 through August 8, 2001, the Common Stock
of the Company was listed on the CDNX under the symbol "YIK" and CUSIP
#461459109.  The Company's trading was halted on the CDNX as of August 8, 2001,
and remains halted as of the date of this Annual Report.  This is a result of
the fact that the Company's Board of Directors, based on business and timing
factors, decided not to obtain pre-approval from the CDNX for its August 31,
2001 acquisition of API Electronics, Inc., which constituted a reverse take-over
transaction requiring pre-approval.  The Company's Board of Directors has
determined that it will not seek to reestablish trading of its Common Shares on
the CDNX, and has requested to be delisted voluntarily from the CDNX.

Price History in the United States Market

During the fiscal year ending April 30, 2001 and through September 7, 2001,
while the Company's name was InvestorLinks.com Inc., the Common Stock of the
Company was traded over-the-counter on the NASD

                                       45


OTC Bulletin Board under the symbol "IVLKF." On August 30, 2001, the Company's
shareholders approved a change of the Company's name from InvestorLinks.com Inc.
to API Electronics Group Inc., and the consolidation of the authorized common
shares on the basis that every three pre-consolidation Common Shares were
converted into one post-consolidation Common Share. The name change and share
consolidation became effective on September 10, 2001, when the Company filed
Articles of Amendment in Ontario. On September 10, 2001, shares of the Company's
Common Stock began trading on the National Association of Securities Dealers OTC
Bulletin Board under the symbol "APIEF."

The following table sets forth the reported high and low bid prices and volume
of trading of the Common Shares, as adjusted to reflect a 1:3 consolidation of
the Company's Common Shares effective September 10, 2001 and a 1:10
consolidation of the Company's Common Shares effective May 18, 1999, and as
reported by the NASD for the fiscal periods indicated (the Common Stock
commenced trading on the NASD Electronic Bulletin Board in February 1997).  Such
over-the-counter market quotations reflect interdealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.



                        Period                        High            Low           Volume
                        ------                        ----            ---           ------
                        Past 6 Calendar Months
                        ----------------------
                                                                         
     2001:              September...................         US$1.39       US $0.75       2,133
                        August......................            1.05           0.51      62,200
                        July........................            0.57           0.33      12,000
                        June........................            0.57           0.33       5,867
                        May.........................            0.75           0.39     100,533
                        April.......................            0.60          0.375       8,400

                        Quarterly Data Since Q1 2000
                        ----------------------------
     Fiscal 2002:       First Quarter (7/31/01).....            0.75           0.33     118,400

     Fiscal 2001:       Fourth Quarter (4/30/01)....           0.600          0.375      56,833
                        Third Quarter (1/31/01).....           3.844          0.750     295,933
                        Second Quarter (10/31/00)...          10.125          3.750     781,800
                        First Quarter (7/31/00).....           8.718          3.375   1,418,400

     Fiscal 2000:       Fourth Quarter (4/30/00)....           9.186          3.750     250,600
                        Third Quarter (1/31/00).....           8.115          1.710     152,467
                        Second Quarter (10/31/99)...           1.875          0.450     465,467
                        First Quarter (7/31/99).....           2.400          0.450      29,067

     2001:              FYE 4/30/01:................          13.500          0.375   2,593,460
     2000:              FYE 4/30/00:................           9.186          0.450     897,600
     1999:              FYE 4/30/99:................           13.11          1.500     141,900
     1998:              FYE 4/30/98:................           56.25          6.000     235,533
     1997:              FYE 4/30/97:................            N/A*


     *  The Company's Common Stock did not trade on the NASD Bulletin Board
prior to February, 1997.

                                       46


The Company's Common Stock is not registered to trade in the United States in
the form of American Depository Receipts (ADR's) or similar certificates.

The Company's Common Stock is issued in registered form and the following
information is taken from the records of Equity Transfer Services, Inc. (located
in Toronto, Ontario, Canada), the registrar and transfer agent for the Common
Stock.

As of September 28, 2001, the stockholders' list for the Company's Common Shares
showed 1,166 registered stockholders and 10,892,972 Common Shares outstanding.
Since a portion of the Company's Common Shares is held by agents in street name,
and the Company (pursuant to applicable Canadian and corporate law) only sends
information concerning the Company, including with respect to its Annual General
Meeting, to shareholders who request this information, the Company cannot
estimate the total number of beneficial holders of its Common Shares.  For the
same reason the Company is unaware of how many of its outstanding Common Shares
are held by United States residents.  In accordance with Rule 12g5-1 of the
Securities Exchange Act of 1934, the Company's share register indicated, as of
September 28, 2001, 107 stockholders having addresses in the United States
(including voting trustees, depositories, share transfer agents, or any person
acting on behalf of the Company within the United States), which persons held
699,084 of the Company's issued and outstanding Common Shares, representing
approximately 6.42% of the total issued and outstanding Common Shares as of such
date.

C.  MARKETS

See Item 9A(4) above.

ITEM 10.  ADDITIONAL INFORMATION

A.  SHARE CAPITAL

Not applicable.

B.  MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company's corporation number as assigned by the Ontario Ministry of Consumer
and Commercial Relations is 1028514.  The Company's Articles of Amalgamation do
not contain the Company's purpose or its objectives, as neither is required
under the laws of Ontario.

No director of the Company is permitted to vote on any resolution to approve a
material contract or transaction in which such director has a material interest.
(Bylaws, Paragraph 17).  Neither the Articles of Amalgamation nor the Bylaws of
the Company limit the directors' power, in the absence of an independent quorum,
to vote compensation to themselves or any members of their body.  The Bylaws
provide that directors shall receive remuneration, as the board of directors
shall determine from time to time.  (Bylaws, Paragraph 15).  The board of
directors may, without the authorization of the shareholders, (i) borrow money
upon the credit of the Company; (ii) issue, reissue, sell or pledge debt
obligations of the Company; whether secured or unsecured (iii) give a guarantee
on behalf of the Company to secure performance of obligations; and (iv) charge,
mortgage, hypothecate, pledge or otherwise create a security interest in all
currently owned or subsequently acquired real or personal, movable or immovable,
tangible or intangible, property of the Company to secure obligations of the
Company.  (Bylaws, Paragraph 38).  Neither the Articles of Amalgamation nor the
Bylaws of the Company discuss the retirement or non-retirement of directors
under an age limit requirement, and there is no number of shares required for
director qualification.

                                       47


A description of the rights, preferences and restrictions attached to each class
of the Company's shares as set forth in the Company's Articles of Amalgamation
follows:

The Company's Articles of Amalgamation provide that the Company is authorized to
issue an unlimited number of Common Shares ("Common Shares") and an unlimited
number of Special Shares ("Special Shares").  Of the Special Shares, the Company
has designated a class of up to 500,000 Preference Shares ("Preference Shares").
While the Company has issued Common Shares, it has not issued any Preference
Shares or other Special Shares.

Dividend Rights. The Company's Articles of Amalgamation provide that no
dividends shall be declared, set aside, or paid on the Preference Shares.  Thus,
only holders of Common Shares are entitled to be paid dividends under the
Company's current Articles of Amalgamation.

Voting Rights.  Neither the Company's Articles of Amalgamation nor its Bylaws
provide for the election or reelection of directors at staggered intervals.  The
holders of Common Shares and Preference Shares have equal voting rights at
meetings of the Company's shareholders.

Rights to Share in the Company's Profits.  See "Dividend Rights" above.

Rights to Share in Any Surplus in the Event of Liquidation.  Under the Company's
Articles of Amalgamation, upon the dissolution, winding up or liquidation of the
Company, holders of Preference Shares are entitled to receive a sum equivalent
to the amount paid for the Preference Shares prior to any distribution to the
holders of Common Shares or shares ranking junior to the Preference Shares.
Holders of Preference Shares are not entitled to share in any further
distribution of the assets or property of the Company.  Holders of the Common
Shares are entitled to receive the remaining property of the Company upon
dissolution.

Redemption Provisions. Under the Company's Articles of Amalgamation, the
Company, when redeeming shares:

     .    Shall not redeem Preference Shares prior to the expiration of five
          years from the issuance date without the prior consent of the holder
          of the Preference Shares to be redeemed;
     .    Shall, at least thirty days prior to the redemption date, mail a
          notice to all registered holders of Preference Shares stating its
          intention to redeem such shares. The notice shall set forth the
          redemption price, the date on which redemption is to occur, and the
          number of the holder's shares that are to be redeemed. If only a
          portion of the holder's shares is to be redeemed, the Company shall
          issue such holder a new certificate for the balance of such shares.
          After the redemption date, the holders shall not be entitled to
          exercise any rights of shareholders unless the Company failed to pay
          the redemption price;
     .    May at any time, with the consent of the holder, purchase for
          cancellation all or part of the Preference Shares; and
     .    May purchase any of its issued Common Shares subject to the provisions
          of the Ontario Business Corporations Act.

Sinking Fund Provisions.  Neither the Company's Articles of Amalgamation nor its
Bylaws contain sinking fund provisions.

Liability to Further Capital Calls by the Company. Neither the Company's
Articles of Amalgamation nor its Bylaws contain provisions allowing the Company
to make further capital calls with respect to any

                                       48


shareholder of the Company.

Discriminatory Provisions Based on Substantial Ownership. Neither the Company's
Articles of Amalgamation nor its Bylaws contain provisions which discriminate
against any existing or prospective holders of securities as a result of such
shareholder owning a substantial number of shares.

Miscellaneous Provisions.  Under the Company's Articles of Amalgamation, holders
of Preference Shares shall not be entitled to sell, assign, transfer or dispose
of Preference Shares without the previous, express consent of the directors and
the prior written consent of the Ontario Securities Commission.  In the event
the Company were to pay dividends on the issued and outstanding shares, the
dividend must be claimed within six years of the payment date and payment shall
be forfeited and shall revert to the Company if not so claimed.

Neither the Articles of Amalgamation nor the Bylaws of the Company address the
process by which the rights of holders of stock may be changed.  The general
provisions of the Ontario Business Corporations Act apply to this process, and
require shareholder meetings and independent voting for such changes.

Annual general meetings of the Company's shareholders are held on such day as is
determined by resolution of the directors. (Bylaws, Paragraph 45).  Special
meetings of the Company's shareholders may be convened by order of the Chairman
or Vice-Chairman of the Board, the Managing Director, the President if a
director, a Vice-President who is a director, or the board of directors.
(Bylaws, Paragraph 46).  Shareholders of record must be given notice of such
special meeting not less than 33 days nor more than 50 days before the date of
the meeting.  Notices of special meetings of shareholders must state the nature
of the business to be transacted in detail and must include the text of any
special resolution or bylaw to be submitted to the meeting. (Bylaws, Paragraph
47).  The Company's board of directors is permitted to fix a record date for any
meeting of the shareholders that is between 21 and 50 days prior to such
meeting. (Bylaws, Paragraph 51).  However, as a result of Ontario securities
laws applicable to the Company, the record date must be at least 35 days prior
to the meeting date.  The only persons entitled to admission at a meeting of the
shareholders are shareholders entitled to vote, the Company's directors, the
Company's auditors, and others entitled by law, by invitation of the chairman of
the meeting, or by consent of the meeting. (Bylaws, Paragraph 50).

Neither the Articles of Amalgamation nor the Bylaws of the Company discuss
limitations on the rights to own securities or exercise voting rights thereon.

There is no provision of the Company's Articles of Amalgamation or Bylaws that
would delay, defer or prevent a change in control of the Company, and that would
operate only with respect to a merger, acquisition, or corporate restructuring
involving the Company (or any of its subsidiaries).  The Company's Bylaws do not
contain a provision indicating the ownership threshold above which shareholder
ownership must be disclosed.  With respect to the matters discussed in this Item
10B, the law applicable to the Company is not significantly different from
United States law.  Neither the Articles of Amalgamation nor Bylaws contain
provisions governing changes in capital that are more stringent than the
conditions required by law.

C.  MATERIAL CONTRACTS

The following table summarizes each material contract, other than contracts
entered into in the ordinary course of business, to which the Company or any
member of the Company's group is a party, for the two years immediately
preceding the publication of this Annual Report:

                                       49




-------------------------------------------------------------------------------------------------------------------
     Date              Parties              Type              Terms and Conditions              Consideration
-------------------------------------------------------------------------------------------------------------------
                                                                              
Oct. 12, 1999    Company and Taurus    Agency           Taurus agrees to coordinate the   Commission of 7%, or
                 Capital Markets       Agreement        offering of  3,000,000 units of   $52,500 and 300,000
                 Ltd. ("Taurus")                        the Company for sale by private   compensation warrants,
                                                        placement, each unit consisting   each warrant exercisable
                                                        of one Common Share and one       to purchase one Unit for
                                                        Common Share purchase warrant     $0.25 per Unit.  Taurus
                                                        for $0.25 per unit ("Unit).       has exercised all of its
                                                        Each common share purchase        compensation warrants.
                                                        warrant is exercisable at the
                                                        price of $0.35 per share on or
                                                        before October 23, 2001.
-------------------------------------------------------------------------------------------------------------------
Nov. 15, 1999    Company and           Consulting       IRG agrees to provide             $15,000 per month
                 Investor Relations    Agreement        consulting services to the
                 Group (Ontario)                        Company for a period of one
                 Inc. ("IRG")                           year ending November 15, 2000
                                                        with a one-year renewal option.
                                                        Agreement was mutually
                                                        terminated effective February
                                                        28, 2001, and the related
                                                        options lapsed effective March
                                                        30, 2001.
-------------------------------------------------------------------------------------------------------------------
Nov. 15, 1999    Company and IRG       Stock Option     Company granted IRG options to    At the date of the
                                       Agreement        purchase up to 300,000 Common     agreement the options
                                                        Shares at $0.90 per share on or   had no value.
                                                        before November 30, 2001.
                                                        Agreement was mutually
                                                        terminated effective February
                                                        28, 2001, and the related
                                                        options lapsed effective March
                                                        30, 2001.
-------------------------------------------------------------------------------------------------------------------
January 17,      Company and Vertex    Acquisition      Company transferred and                            $940,000
 2000            Ventures Inc.         Agreement        assigned all of its interest in
                 ("Vertex")                             the Baffin Island Project, the
                                                        Gope Project and converted
                                                        $265,000 of indebtedness to
                                                        Vertex for common shares of
                                                        Vertex valued at $0.15 per
                                                        share.
-------------------------------------------------------------------------------------------------------------------
June 6, 2000     Company, IL Data      Securities       Company acquired all of the       $1,700,000 in Common
                 Canada, Inc. ("IL     Exchange         shares of IL Data, which          Shares of the Company
                 Data") and the        Agreement        indirectly owns and operates
                 shareholders of IL                     the Internet investment site
                 Data Canada, Inc.                      www.InvestorLinks.com.
-------------------------------------------------------------------------------------------------------------------


                                       50



-------------------------------------------------------------------------------------------------------------------
                                                                              
June 26, 2000    Company and IRG       Amendment to     Parties agreed to increase        $5,000 per month
                                       Consulting       monthly fee to US$20,000 and to
                                       Agreement        extend term of agreement to
                                       dated Nov. 15,   July 1, 2001, with a one-year
                                       1999             renewal option. Agreement was
                                                        mutually terminated effective
                                                        February 28, 2001, and the
                                                        related options lapsed
                                                        effective March 30, 2001.
-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and IRG       Stock Option     Company granted IRG options to    At the date of the
                                       Agreement        purchase up to 150,000 Common     agreement the options
                                                        Shares at US$2.55 per share on    had no material value
                                                        or before June 30, 2002.          because the market value
                                                        Agreement was mutually            of the Common Shares was
                                                        terminated effective February     US$2.53.
                                                        28, 2001, and the related
                                                        options lapsed effective March
                                                        30, 2001.
-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and Messrs.   Consulting and   The consultants agreed to sit     At the date of the
                 Carusone, Livadas,    Advisory Board   on Company's Advisory Board and   agreement the options
                 Johnson and Ms. Wood  Agreements       Company agreed to grant stock     had no material value
                                                        options to purchase up to         because the market value
                                                        225,000 Common Shares in the      of the Common Shares was
                                                        aggregate at US$2.55 per share    US$2.53.
                                                        on or before June 26, 2005.
                                                        (Mr. Livadas' agreement and
                                                        stock option grant were
                                                        cancelled and forfeited by
                                                        Release, dated March 1, 2001,
                                                        between the parties.  See
                                                        summary below.  All agreements
                                                        expired as of June 26, 2001,
                                                        and the related options have
                                                        lapsed.)

-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and Kathy     Stock Option     Company granted Hobbs-Parent      At the date of the
                 Hobbs-Parent          Agreement        options to purchase up to 9,000   agreement the options
                                                        Common Shares at $2.55 per        had no material value
                                                        share, vesting at a rate of 1/3   because the market value
                                                        per year for three years.  Ms.    of the Common Shares was
                                                        Hobbs-Parent's employment was     US$2.53.
                                                        terminated effective May 31,
                                                        2001.  The options expired
                                                        August 29, 2001.
-------------------------------------------------------------------------------------------------------------------


                                       51



-------------------------------------------------------------------------------------------------------------------
                                                                              
June 26, 2000    Company and           Stock Option     Company granted Ms. Kirkwood      At the date of the
                 Elizabeth J.          Agreement        options to purchase up to         agreement the options
                 Kirkwood                               18,000 Common Shares at $2.55     had no material value
                                                        per share on or before June 30,   because the market value
                                                        2005.  (Released by letter,       of the Common Shares was
                                                        dated July 24, 2001, signed by    US$2.53.
                                                        Ms. Kirkwood - See below)
-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and Sandra    Stock Option     Company granted Ms. Hall          At the date of the
                 J. Hall               Agreement        options to purchase up to         agreement the options
                                                        45,000 Common Shares at $2.55     had no material value
                                                        per share on or before June 30,   because the market value
                                                        2005. (Released by letter,        of the Common Shares was
                                                        dated July 24, 2001, signed by    US$2.53.
                                                        Ms. Hall)
-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and George    Stock Option     Company granted Mr. Stubos        At the date of the
                 Stubos                Agreement        options to purchase up to         agreement the options
                                                        90,000 Common Shares at $2.55     had no material value
                                                        per share on or before June 30,   because the market value
                                                        2005.  (Cancelled by Release,     of the Common Shares was
                                                        dated March 1, 2001, between      US$2.53.
                                                        the parties.  See summary below)
-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and Romaine   Stock Option     Company granted Mr. Gilliland     At the date of the
                 Gilliland             Agreement        options to purchase up to         agreement the options
                                                        110,000 Common Shares at $2.55    had no material value
                                                        per share on or before June 30,   because the market value
                                                        2005.  Mr. Gilliland resigned     of the Common Shares was
                                                        effective April 10, 2001.  The    US$2.53.
                                                        options lapsed July 10, 2001.
-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and Frank     Stock Option     Company granted Mr. Kollar        At the date of the
                 Kollar                Agreement        options to purchase up to         agreement the options
                                                        290,000 Common Shares at $2.55    had no material value
                                                        per share on or before June 30,   because the market value
                                                        2005  (Cancelled by Release,      of the Common Shares was
                                                        dated March 1, 2001, between      US$2.53.
                                                        the parties.  See summary below)
-------------------------------------------------------------------------------------------------------------------
June 26, 2000    Company and Denise    Stock Option     Company granted Ms. Gervin        At the date of the
                 Gervin                Agreement        options to purchase up to         agreement the options
                                                        15,000 Common Shares at $2.55     had no material value
                                                        per share, vesting at a rate of   because the market value
                                                        1/3 per year for three years.     of the Common Shares was
                                                        Ms. Gervin's employment was       US$2.53.
                                                        terminated effective February
                                                        9, 2001.  The options expired
                                                        May 9, 2001.
-------------------------------------------------------------------------------------------------------------------


                                       52



-------------------------------------------------------------------------------------------------------------------
                                                                               
June 26, 2000    Company and Chris     Consulting and   Mr. Papaioannou agrees to          .  $2,166.67 per month
                 Papaioannou           Stock Option     provide consulting services to     .  Reimbursement for
                                       Agreement        the Company for a three-year       expenses
                                                        period commencing June 26,         .  Company granted Mr.
                                                        2000.  Mr. Papaioannou             Papaioannou options to
                                                        terminated the Consulting          purchase up to 9,000
                                                        Agreement effective December       Common Shares at $2.55
                                                        2000, and the related options      per share for a period
                                                        have lapsed.                       of five years, vesting
                                                                                           at a rate of 1/3 per
                                                                                           year for three years. At
                                                                                           the date of the
                                                                                           agreement the options
                                                                                           had no material value
                                                                                           because the market value
                                                                                           of the Common Shares was
                                                                                           US$2.53.
--------------------------------------------------------------------------------------------------------------------
August 2, 2000   Company and           Subscription      Stockhouse subscribed for         US$3,375,000
                 Stockhouse Media      Agreement         1,500,000 Common Shares of the
                 Corp. ("Stockhouse")                    Company at US$2.25 to be
                                                         satisfied by providing services
                                                         to the Company over a two-year
                                                         period.  See Note 4(b)(ii) of
                                                         the Financial Statements
                                                         included in Item 17 of this
                                                         Annual Report for further
                                                         detail regarding the
                                                         termination of agreements with
                                                         Stockhouse.
--------------------------------------------------------------------------------------------------------------------
August 2, 2000   Company and           Services          Stockhouse sets out the           See description of
                 Stockhouse            Agreement         services and functions to be      Subscription Agreement
                                                         performed by Stockhouse to earn   between Company and
                                                         the 1,500,000 Common Shares of    Stockhouse Media Corp.
                                                         the Company referred to above.    above.
                                                         See Note 4(b)(ii) of this
                                                         Financial Statements included
                                                         in Item 17 of this Annual
                                                         Report for further detail
                                                         regarding the termination of
                                                         agreements with Stockhouse.
--------------------------------------------------------------------------------------------------------------------
August 8, 2000   Company and Ming      Subscription      Ming subscribed for 680,000       US$1,530,000
                 Capital Enterprises   Agreement         units of the Company for
                 Ltd. ("Ming")                           US$2.25 per unit.  Each unit
                                                         consists of one Common Share
                                                         and one Common Share purchase
                                                         warrant exercisable at the
                                                         price of US$3.00.
--------------------------------------------------------------------------------------------------------------------


                                       53



--------------------------------------------------------------------------------------------------------------------
                                                                               
August 8, 2000   Company and Ming       Warrant          Certificate evidencing right of   Nil
                                        Certificate      Ming to purchase 680,000 Common
                                                         Shares at the price of US$3.00
                                                         on or before August 8, 2002.
--------------------------------------------------------------------------------------------------------------------
March 1, 2001    Company and George     Release          Mr. Stubos agrees to (i) fully    US$35,000
                 Stubos                                  and completely release and
                                                         discharge any and all actions,
                                                         causes of actions, claims and
                                                         demands arising out of any and
                                                         all relationships with the
                                                         Company and (ii) allow the
                                                         Company to purchase for
                                                         cancellation 500,000 Common
                                                         Shares and cancel his option to
                                                         buy 90,000 Common Shares.
--------------------------------------------------------------------------------------------------------------------
March 1, 2001    Company and            Release          Mr. Livadas agrees to (i) fully   US$25,000
                 Christos Livadas                        and completely release and
                                                         discharge any and all actions,
                                                         causes of actions, claims and
                                                         demands arising out of any and
                                                         all relationships with the
                                                         Company and (ii) allow the
                                                         Company to purchase for
                                                         cancellation 500,000 Common
                                                         Shares and cancel his option to
                                                         buy 90,000 Common Shares.
--------------------------------------------------------------------------------------------------------------------
March 1, 2001    Company, Frank         Release and      Kollar and Sierra Holdings        US$209,000 to be paid
                 Kollar and Sierra      Consulting       Limited agree to (i) fully and    immediately at the time
                 Holdings Limited       Agreement        completely release and            of the Release and
                                                         discharge any and all actions,    US$60,000 to be paid as
                                                         causes of actions, claims and     set forth in the
                                                         demands arising out of any and    Consulting Agreement.
                                                         all relationships with the
                                                         Company and (ii) allow the
                                                         Company to purchase for
                                                         cancellation 3,890,000 Common
                                                         Shares and cancel Mr. Kollar's
                                                         option to buy 290,000 Common
                                                         Shares.
--------------------------------------------------------------------------------------------------------------------


                                       54



--------------------------------------------------------------------------------------------------------------------
                                                                               
May 11, 2001     Company, Elizabeth     Letter of        Kirkwood and Crossbeam Limited    .  $4,000 for the
                 J. Kirkwood and        Agreement for    doing business as Crossbeam.com   initial set-up
                 Crossbeam Limited      Website          agree to provide Web site         .  $2,000 pre month for
                 doing business as      Services         set-up and maintenance services   maintenance
                 Crossbeam.com                           to the Company for a six-month
                                                         period from May 11, 2001
                                                         through November 30, 2001.  The
                                                         Agreement is automatically
                                                         renewed for additional
                                                         six-month terms absent notice
                                                         of cancellation.  Either party
                                                         may cancel on thirty days
                                                         notice.
--------------------------------------------------------------------------------------------------------------------
June 11, 2001    Company and Engage,    Website          Company grants Engage the right   Company to pay Engage a
                 Inc. ("Engage")        Publisher        to sell advertising space on      royalty of 50% on all
                                        Agreement        the Company's website.  Engage    Net Advertising Revenue.
                                                         agrees that it will solicit,
                                                         serve, report and track
                                                         advertisers on the Company's
                                                         website for an initial term of
                                                         90-days after which the parties
                                                         have the option of one-year
                                                         renewals.  Engage ceased all
                                                         operations in September 2001.
--------------------------------------------------------------------------------------------------------------------
June 19, 2001    Company and API        Non-binding      Letter agreement confirming       None agreed upon at the
                 Electronics, Inc.      Letter of        mutual understanding regarding    time of the Letter.
                 ("API")                Intent           the parties' intention to
                                        Regarding        complete negotiations and enter
                                        Potential        into a formal agreement for the
                                        Business         Company's purchase of API.
                                        Combination of
                                        the Company
                                        and API
--------------------------------------------------------------------------------------------------------------------
June 26, 2001    Company and Taurus     Letter           Taurus agrees to act as the       .  A work fee of $15,000
                                        Agreement for    Company's exclusive financial     .  Reimbursement of
                                        financial        advisor with respect to the       certain out-of-pocket
                                        advisor          potential acquisition of API      costs
                                        services         for a period of four months       .  In the event of and
                                                         commencing on the date of the     upon completion of the
                                                         letter.                           purchase of API, 250,000
                                                                                           broker warrants for
                                                                                           Units on the same terms
                                                                                           as Units being issued to
                                                                                           purchase API
--------------------------------------------------------------------------------------------------------------------


                                       55




--------------------------------------------------------------------------------------------------------------------
                                                                               
June 26, 2001    Company and Gilray,    Letter           Gilray, LLC agrees to execute a   .  $18,000
                 LLC                    Agreement for    Certificate of Satisfaction       .  Ownership of any and
                                        settlement of    fully releasing IL Data           all furniture abandoned
                                        lease, dated     Corporation Inc. and/or the       by tenant on the premises
                                        July 3, 2000,    Company from any further
                                        between          responsibility under the lease.
                                        Gilray, LLC
                                        and IL Data
                                        Corporation
                                        Inc., to
                                        commence
                                        August 1, 2000
                                        and terminate
                                        July 31, 2003
--------------------------------------------------------------------------------------------------------------------
July 24, 2001    Company and            Release          Kirkwood agrees to release        Nil
                 Elizabeth J.                            45,000 stock options previously
                 Kirkwood                                granted by the Company.
--------------------------------------------------------------------------------------------------------------------
July 24, 2001    Company and Sandra     Release          Hall agrees to release 45,000     Nil
                 J. Hall                                 stock options previously
                                                         granted by the Company.
--------------------------------------------------------------------------------------------------------------------
August 2, 2001   Company and James      Stock Option     Company granted Cassina options   At the date of the
                 C. Cassina             Agreement        to purchase up to 50,000 Common   agreement, market value
                                                         Shares at US$0.45 per share,      of the Common Shares was
                                                         and up to 50,000 Common Shares    US$0.30.
                                                         at US$0.75 per share on or
                                                         before July 31, 2006.  The
                                                         number of shares and exercise
                                                         prices associated with the
                                                         stock options set forth reflect
                                                         post-consolidation numbers and
                                                         prices--see Note 11(b) to the
                                                         financial statements contained
                                                         in Part III, Item 17 of this
                                                         Annual Report.
--------------------------------------------------------------------------------------------------------------------


                                       56


                                                                               
--------------------------------------------------------------------------------------------------------------------
August 2, 2001   Company and Sandra     Stock Option     Company granted Hall options to   At the date of the
                 J. Hall                Agreement        purchase up to 50,000 Common      agreement, market value
                                                         Shares at US$0.45 per share,      of the Common Shares was
                                                         and up to 50,000 Common Shares    US$0.30.
                                                         at US$0.75 per share on or
                                                         before July 31, 2006.  The
                                                         number of shares and exercise
                                                         prices associated with the
                                                         stock options set forth reflect
                                                         post-consolidation numbers and
                                                         prices--see Note 11(b) to the
                                                         financial statements contained
                                                         in Part III, Item 17 of this
                                                         Annual Report.
--------------------------------------------------------------------------------------------------------------------
July 27, 2001    InvestorLinks.com      Agreement and    The Company acquired all of the   6,500,000
                 Inc. and API           Plan of Merger   issued and outstanding shares     post-consolidation Units
                 Electronics, Inc.,                      of API Electronics, Inc. a        at US $.40 per Unit.
                 et al.                                  Delaware corporation.             Each Unit consists of
                                                                                           one Common Share,  1/2
                                                                                           of one Series A Common
                                                                                           Share purchase warrant
                                                                                           exercisable at US $.45
                                                                                           for a period of 18
                                                                                           months from the date of
                                                                                           issuance and  1/2 of one
                                                                                           Series B Common Share
                                                                                           purchase warrant
                                                                                           exercisable at US $.75
                                                                                           for a period of two
                                                                                           years from date of
                                                                                           issuance.
--------------------------------------------------------------------------------------------------------------------



                                       57


                                                                               
--------------------------------------------------------------------------------------------------------------------
August 31, 2001  API Electronics,       Agreement of     API Electronics, Inc. merges      Each share of common
                 Inc. and API           Merger           into API Acquisition Corp. with   stock of API Acquisition
                 Acquisition Corp.                       API Electronics, Inc. as the      Corp. outstanding on the
                                                         surviving corporation.            effective date of the
                                                                                           Agreement was cancelled
                                                                                           and no consideration was
                                                                                           paid with respect to any
                                                                                           such shares.  Each share
                                                                                           of common stock of API
                                                                                           Electronics, Inc., the
                                                                                           surviving corporation,
                                                                                           outstanding on the
                                                                                           effective date of the
                                                                                           Agreement, was (i)
                                                                                           exchanged with
                                                                                           InvestorLinks.com Inc.,
                                                                                           an Ontario Corporation
                                                                                           and the parent of API
                                                                                           Acquisition Corp.
                                                                                           ("IC"), for 33,163.27
                                                                                           shares of IC common
                                                                                           stock and A and B
                                                                                           warrants to purchase an
                                                                                           aggregate of 33,163.28
                                                                                           shares of IC common
                                                                                           stock and (ii) cancelled
                                                                                           immediately thereafter.
                                                                                           The surviving
                                                                                           corporation issued a new
                                                                                           certificate for 100
                                                                                           shares of common stock
                                                                                           to IC, which represented
                                                                                           all of the issued and
                                                                                           outstanding shares of
                                                                                           the surviving
                                                                                           corporation.
--------------------------------------------------------------------------------------------------------------------



                                       58


                                                                               
--------------------------------------------------------------------------------------------------------------------
August 31, 2001  Company and Phillip    Stock Option     Company granted options to        At the date of the
                 DeZwirek               Agreement        purchase up to 50,000 Common      Agreement, market value
                                                         Shares at US$0.45 per share,      of the Common Shares was
                                                         and up to 50,000 Common Shares    US$0.78 per share.
                                                         at US$0.75 per share on or
                                                         before August 31, 2006.  The
                                                         number of shares and exercise
                                                         prices associated with the
                                                         stock options set forth reflect
                                                         post-consolidation numbers and
                                                         prices--see Note 11(b) to the
                                                         financial statements contained
                                                         in Part III, Item 17 of this
                                                         Annual Report.
--------------------------------------------------------------------------------------------------------------------
August 31, 2001  Company and Thomas     Stock Option     Company granted options to        At the date of the
                 W. Mills               Agreement        purchase up to 50,000 Common      Agreement, market value
                                                         Shares at US$0.45 per share,      of the Common Shares was
                                                         and up to 50,000 Common Shares    US$0.78 per share.
                                                         at US$0.75 per share on or
                                                         before August 31, 2006.  The
                                                         number of shares and exercise
                                                         prices associated with the
                                                         stock options set forth reflect
                                                         post-consolidation numbers and
                                                         prices--see Note 11(b) to the
                                                         financial statements contained
                                                         in Part III, Item 17 of this
                                                         Annual Report.
--------------------------------------------------------------------------------------------------------------------
August 31, 2001  Company and Jason      Stock Option     Company granted options to        At the date of the
                 DeZwirek               Agreement        purchase up to 50,000 Common      Agreement, market value
                                                         Shares at US$0.45 per share,      of the Common Shares was
                                                         and up to 50,000 Common Shares    US$0.78 per share.
                                                         at US$0.75 per share on or
                                                         before August 31, 2006.  The
                                                         number of shares and exercise
                                                         prices associated with the
                                                         stock options set forth reflect
                                                         post-consolidation numbers and
                                                         prices--see Note 11(b) to the
                                                         financial statements contained
                                                         in Part III, Item 17 of this
                                                         Annual Report.
--------------------------------------------------------------------------------------------------------------------



D.  EXCHANGE CONTROLS

                                       59


There are no governmental laws, decrees or regulations in Canada that restrict
the export or import of capital, or affect the remittance of dividends, interest
or other payments to a non-resident holder of Common Stock of the Company, other
than withholding tax requirements (see "Item 7 -- Taxation").

Except as provided in the Investment Canada Act discussed below, there are no
limitations imposed under the laws of Canada, the Province of Ontario, or by the
constituent documents of the Company on the right of a non-resident to hold or
vote the Common Stock of the Company.

The Investment Canada Act (the "ICA"), which became effective on June 30, 1985,
regulates the acquisition by non-Canadians of control of a Canadian business
enterprise.  In effect, the ICA requires review by Investment Canada, the agency
which administers the ICA, and approval by the Canadian government, in the case
of an acquisition of control of a Canadian business by a non-Canadian where:
(i) in the case of a direct acquisition (for example, through a share purchase
or asset purchase), the assets of the business are $5 million or more in value;
or (ii) in the case of an indirect acquisition (for example, the acquisition of
the foreign parent of the Canadian business) where the Canadian business has
assets of $5 million or more in value or if the Canadian business represents
more than 50% of the assets of the original group and the Canadian business has
assets of $5 million or more in value.  Review and approval are also required
for the acquisition or establishment of a new business in areas concerning
"Canada's cultural heritage or national identity" such as book publishing, film
production and distribution, television and radio production and distribution of
music, and the oil and natural gas industry, regardless of the size of the
investment.

As applied to an investment in the Company, three methods of acquiring control
of a Canadian business would be regulated by the ICA:  (i) the acquisition of
all or substantially all of the assets used in carrying on the Canadian
business; (ii) the acquisition, directly or indirectly, of voting shares of a
Canadian corporation carrying on the Canadian business; or (iii) the acquisition
of voting shares of an entity which controls, directly or indirectly, another
entity carrying on a Canadian business.  An acquisition of a majority of the
voting interests of an entity, including a corporation, is deemed to be an
acquisition of control under the ICA.  An acquisition of less than one-third of
the voting shares of a corporation is deemed not to be an acquisition of
control.  An acquisition of less than a majority, but one-third or more, of the
voting shares of a corporation is presumed to be an acquisition of control
unless it can be established that the acquisition the corporation is not, in
fact, controlled by the acquirer through the ownership of voting shares.  For
partnerships, trusts, joint ventures or other unincorporated entities, an
acquisition of less than a majority of the voting interests is deemed not to be
an acquisition of control.

In 1988, the ICA was amended, pursuant to the Free Trade Agreement dated January
2, 1988 between Canada and the United States, to relax the restrictions of the
ICA.  As a result of these amendments, except where the Canadian business is in
the cultural, oil and gas, uranium, financial services or transportation
sectors, the threshold for direct acquisition of control by U.S. investors and
other foreign investors acquiring control of a Canadian business from U.S.
investors has been raised from $5 million to $150 million of gross assets, and
indirect acquisitions are not reviewable.

In addition to the foregoing, the ICA requires that all other acquisitions of
control of Canadian businesses by non-Canadians are subject to formal
notification to the Canadian government.  These provisions require a foreign
investor to give notice in the required form, which notices are for information,
as opposed to review, purposes.


E.  TAXATION

                                       60


Certain Canadian Federal Income Tax Consequences

Management of the Company has been advised by its Canadian legal counsel that
the following general summary fairly describes the principal Canadian federal
income tax consequences applicable to a holder of Common Shares of the Company
who is a resident of the United States and who is not a resident of Canada and
who does not use or hold, and is not deemed to use or hold, his or her Common
Shares of the Company in connection with carrying on a business in Canada (a
"non-resident shareholder").

This summary is based upon the current provisions of the Income Tax Act (Canada)
(the "ITA"), the regulations thereunder (the "Regulations"), the current
publicly announced administration and assessing policies of Revenue Canada,
Taxation, and all specific proposals (the "Tax Proposals") to amend the ITA and
Regulations announced by the Minister of Finance (Canada) prior to the date
hereof.  This description is not exhaustive of all possible Canadian federal
income tax consequences and, except for the Tax Proposals, does not take into
account or anticipate any changes in law, whether by legislative, governmental
or judicial action, nor does it take into account provincial or foreign tax
considerations which may differ significantly from those discussed herein.  The
following discussion is for general information only and is not intended to be,
nor should it be construed to be, legal or tax advice to any holder of Common
Shares of the Company, and no opinion or representation with respect to the
Canadian Federal Income Tax consequences to any such holder or prospective
holder is made. Accordingly, holders and prospective holders of Common Shares of
the Company should consult with their own tax advisors about the federal,
provincial and foreign tax consequences of purchasing, owning and disposing of
Common Shares of the Company.

Dividends

Dividends paid on the Common Shares of the Company to a non-resident holder will
be subject to withholding tax under the ITA.  The Canada-US. Income Tax
Convention (1980) (the "Treaty") provides that the normal 25% withholding tax
rate is reduced to 15% on dividends paid on shares of a corporation resident in
Canada (such as the Company) to residents of the United States, and also
provides for a further reduction of this rate to 5% where the beneficial owner
of the dividends is a corporation which is a resident of the United States which
owns at least 10% of the voting shares of the corporation paying the dividend.

Capital Gains

A non-resident shareholder of Canada is not subject to tax under the ITA in
respect of a capital gain realized upon the disposition of Common Shares of the
Company unless the Common Shares represent "taxable Canadian property" to the
holder thereof.  The Company is a public corporation for purposes of the ITA.  A
Common Share of the Company will be taxable Canadian property to a non-resident
shareholder if, at any time during the period of five years immediately
preceding the disposition, the non-resident shareholder and/or persons with whom
he or she did not deal at arm's length owned not less than 25% of the issued
shares of any class or series of the Company.  There are other circumstances in
which the Common Shares of the Company will be taxable Canadian property to a
non-resident holder.

Non-resident shareholders should consult their Canadian tax advisors about
whether the Common Shares are taxable Canadian property to them.  In the case of
a non-resident shareholder to whom Common Shares of the Company represent
taxable Canadian property, relief from Canadian income tax under the Treaty may
be available.

                                       61


Certain United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States federal
income tax consequences, under current law, generally applicable to a U.S.
Holder (as defined below) of Common Shares of the Company.  This discussion does
not address all potentially relevant federal income tax matters and does not
address consequences peculiar to persons subject to special provisions of
federal income tax law, such as those described below as excluded from the
definition of a U.S. Holder.  In addition, this discussion does not cover any
state, local or foreign tax consequences (See "Certain Canadian Federal Income
Tax Consequences" above).

The following discussion is based upon the sections of the Internal Revenue Code
of 1986, as amended (the "Code"), Treasury Regulations, published Internal
Revenue Service ("IRS") rulings, published administrative positions of the IRS
and court decisions that are currently applicable, any or all of which could be
materially and adversely changed, possibly on a retroactive basis, at any time.
In addition, this discussion does not consider the potential effects, both
adverse and beneficial, of recently proposed legislation, which, if enacted,
could be applied, possibly on a retroactive basis, at any time.  The following
discussion is for general information only and it is not intended to be, nor
should it be construed to be, legal or tax advice to any holder or prospective
holder of Common Shares of the Company, and no opinion or representation with
respect to the United States federal income tax consequences to any such holder
or prospective holder is made.  Accordingly, holders and prospective holders of
Common Shares of the Company should consult their own tax advisors about the
federal, state, local, and foreign tax consequences of purchasing, owning and
disposing of Common Shares of the Company.

U.S. Holders

As used herein, a "U.S. Holder" includes a holder of Common Shares of the
Company who is a citizen or legal resident of the United States, a corporation
created or organized in or under the laws of the United States or of any
political subdivision thereof and any other person or entity whose ownership of
Common Shares of the Company is effectively connected with the conduct of a
trade or business in the United States.  A U.S. Holder does not include persons
subject to special provisions of federal income tax law, such as tax-exempt
organizations, qualified retirement plans, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
broker-dealers, non-resident alien individuals or foreign corporations whose
ownership of Common Shares of the Company is not effectively connected with the
conduct of a trade or business in the United States and shareholders who
acquired their stock through the exercise of employee stock options or otherwise
as compensation.

Distributions on Common Shares of Company

U.S. Holders receiving dividend distributions (including constructive dividends)
with respect to Common Shares of the Company are required to include in gross
income for United States federal income tax purposes the gross amount of such
distributions to the extent that the Company has current or accumulated earnings
and profits, without reduction for any Canadian income tax withheld from such
distributions.  Such Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holder's United States federal income tax
liability or, alternatively, may be deducted in computing the U.S. Holder's
United States federal taxable income by those who itemize deductions.  (See more
detailed discussions at "Foreign Tax Credit" below).  To the extent that
distributions exceed current or accumulated earnings and profits of the Company,
they will be treated first as a return of capital up to the U.S. Holder's
adjusted basis in the Common Shares and thereafter as gain from the sale or
exchange of the Common Shares.

                                       62


Preferential tax rates for long-term capital gains are applicable to a U.S.
holder that is an individual, estate or trust.  There are currently no
preferential tax rates for long-term capital gains for a U.S. holder that is a
corporation.

Dividends paid on the Common Shares of the Company will not generally be
eligible for the dividends received-deduction provided to corporations receiving
dividends from certain United States corporations.  A US holder which is a
corporation may, under certain circumstances, be entitled to a 70% deduction of
the United States source portion of dividends received from the Company (unless
the Company qualified as a "foreign personal holding company" or a "passive
foreign investment company," as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the Company.  The
availability of this deduction is subject to several complex limitations, which
are beyond the scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax
with respect to the ownership of Common Shares of the Company may be entitled,
at the option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld.  Generally, it will be more advantageous to claim
a credit because a credit reduces United States federal income taxes on a dollar
for dollar basis, while a deduction merely reduces the taxpayer's income subject
to tax.  This election is made on a year by year basis and applies to all
foreign taxes paid by (or withheld from) the U.S. Holder during that year.
There are significant and complex limitations, which apply to the credit, among
which is the general limitation that the credit cannot exceed the proportionate
shares of the U.S. Holder's United States income tax liability that the U.S.
Holder's foreign source income bears to his or her or its worldwide taxable
income.  In the determination of the application of this limitation, the various
items of income deduction must be classified into foreign and domestic sources.
Complex rules govern this classification process.  There are further limitations
on the foreign tax credit for certain types of income such as "passive income,"
"high withholding tax interest," "financial services income," "shipping income,"
and certain other classifications of income.  The availability of the foreign
tax credit and the application of the limitations on the credit are fact
specific and holders and prospective holders of Common Shares of the Company
should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of Company

A U.S. Holder will recognize gain or loss upon the sale of Common Shares of the
Company equal to the difference, if any, between the amount of cash plus the
fair market value of any property received, and the shareholder's tax basis in
the Common Shares of the Company.  This gain or loss will be capital gain or
loss if the Common Shares are a capital asset in the hands of the U.S. Holder.
In such event the gain or loss will be short-term or long-term capital gain or
loss depending upon the holding period of the U.S. Holder.  Gains and losses are
netted and combined according to special rules in arriving at the overall
capital gain or loss for a particular tax year.  Deductions for net capital
losses are subject to significant limitations.  For U.S. Holders who are
individuals, any unused portion of such net capital loss may be carried over to
be used in later tax years until such net capital loss is thereby exhausted.
For U.S. holders that are corporations (other than corporations subject to
Subchapter S of the Code), an unused net capital loss may be carried back three
years from the loss year and carried forward five years from the loss year to be
offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of this discussion may not
describe the United States

                                       63


federal income tax consequences resulting from the holding and disposition of
Common Shares of the Company:

Foreign Personal Holding Company.  If at any time during a taxable year more
than 50% of the total combined voting power or the total value of the Company's
outstanding shares is owned, actually or constructively, by five or fewer
individuals who are citizens or residents of the United States and 60% or more
of the Company's gross income for such year was derived from certain passive
sources (e.g. from dividends received from its subsidiaries), the Company would
be treated as a "foreign personal holding company." In that event, U.S. Holders
that hold Common Shares of the Company would be required to include in gross
income for such year their allowable portions of such passive income to the
extent the Company does not actually distribute such income.

Foreign Investment Company.  If 50% or more of the combined voting power or
total value of the Company's outstanding shares are held, actually or
constructively, by citizens or residents of the United States, United States
domestic partnerships or corporations, or estates or trusts other than foreign
estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company
is found to be engaged primarily in the business of investing, reinvesting, or
trading in securities, commodities, or any interest therein, it is possible that
the Company might be treated as a "foreign investment company" as defined in
Section 1246 of the Code, causing all or part of any gain realized by the U.S.
Holder selling or exchanging Common Shares of the Company to be treated as
ordinary income rather than capital gain.

Passive Foreign Investment Company.  As a foreign corporation with U.S. Holders,
the Company could potentially be treated as a passive foreign investment company
("PFIC"), as defined in Section 1297 of the Code, depending upon the percentage
of the Company's income which is passive, or the percentage of the Company's
assets which is held for the purpose of producing passive income.

Certain United States income tax legislation contains rules governing PFIC which
can have significant tax effects on U.S. shareholders of foreign corporations.
These rules do not apply to non-US. shareholders.  Section 1297 of the Code
defines a PFIC as a corporation that is not formed in the United States and, for
any taxable year, either (i) 75% or more of its gross income is "passive
income," which includes interest, dividends and certain rents and royalties or
(ii) the average percentage, by fair market value (or, if the company is a
controlled foreign corporation or makes an election, by adjusted tax basis) of
its assets that produce or are held for the production of "passive income" is
50% or more.

A U.S. shareholder who holds stock in a foreign corporation during any year in
which such corporation qualifies as a PFIC is subject to U.S. federal income
taxation under one of two alternative tax regimes at the election of each such
U.S. shareholder (the deferred tax charge regime and the Qualified Election Fund
"QEF" regime).  The following is a discussion of these two alternative tax
regimes as applied to U.S. shareholders of the Company.  Both regimes, however,
may apply if the shareholder makes the QEF election after the first year in
which it owned stock in the PFIC.

A U.S. shareholder who elects in a timely manner (an "Electing U.S.
Shareholder") to treat the Company as a QEF, as defined in the Code, will be
subject, under Section 1293 of the Code, to current federal income tax for any
taxable year in which the Company qualifies as a PFIC on his or her pro-rata
share of the Company's:  (i) "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), which will be taxed as long-term
capital gain to the Electing U.S. Shareholder and (ii) "ordinary earnings" (the
excess of earnings and profits over net capital gain), which will be taxed as
ordinary income to the Electing U.S. Shareholder, in each case, for the
shareholder's taxable year in which (or with which) the Company's taxable year
ends, regardless of whether such amounts are actually distributed.

                                       64


The effective QEF election also allows the Electing U.S. Shareholder to (i)
generally treat any gain realized on the disposition of his or her Common Shares
(or deemed to be realized on the pledge of his or her Common Shares) as capital
gain; (ii) treat his or her share of the Company's net capital gain, if any, as
long-term capital gain instead of ordinary income, and (iii) either avoid
interest charges resulting from PFIC status altogether, or make an annual
election, subject to certain limitations, to defer payment of current taxes on
his or her share of the Company's annual realized net capital gain and ordinary
earnings subject, however, to an interest charge.  If the Electing U.S.
Shareholder is not a corporation, such an interest charge would be treated as
"personal interest" that can be deducted only when it is paid or accrued and is
only 10% deductible in taxable years beginning in 1990 and not deductible at all
in taxable years beginning after 1990.

The procedure with which a U.S. shareholder must comply in making an effective
QEF election will depend on whether the year of the election is the first year
in the U.S. shareholder's holding period in which the Company is a PFIC.  If the
U.S. shareholder makes a QEF election in such first year, i.e. a timely QEF
election, then the U.S. shareholder may make the QEF election by simply filing
the appropriate documents at the time the U.S. shareholder files its tax return
for such first year.  If, however, the Company qualified as a PFIC in a prior
year, then in addition to filing documents, the U.S. shareholder must elect to
recognize (i) (under the rules of (S)1291 (discussed below), any gain that he
would otherwise recognize if the U.S. shareholder sold his or her stock on the
application date or (ii) if the Company is a controlled foreign corporation, the
U.S. shareholder will be deemed to have made a timely QEF election.

When a timely QEF election is made, if the Company no longer qualifies as a PFIC
in a subsequent year, normal Code rules will apply.  It is unclear whether a new
QEF election is necessary if the Company thereafter re-qualifies as a PFIC.
U.S. shareholders should seriously consider making a new QEF election under
those circumstances.

If a U.S. shareholder does not make a timely QEF election during a year in which
it holds (or is deemed to have held) the Common Shares in question and the
Company is a PFIC (a "Non-electing U.S. Shareholder"), then special taxation
rules under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reason of a pledge) of his or her
Common Shares and (ii) certain "excess distributions," as specially defined, by
the Company.

A Non-electing U.S. Shareholder generally would be required to pro-rate all
gains realized on the disposition of his or her Common Shares and all excess
distributions over the entire holding period for the Common Shares.  All gains
or excess distributions allocated to prior years of the U.S. shareholder (other
than years prior to the first taxable year of the Company during such U.S.
shareholder's holding period and beginning after January 1, 1987 for which it
was a PFIC) would be taxed at the highest tax rate for each such prior year
applicable to ordinary income.  The Non-electing U.S. Shareholder also would be
liable for interest on the foregoing tax liability for each such prior year
calculated as if such liability had been due with respect to each such prior
year.  A Non-electing Shareholder that is not a corporation must treat this
interest charge as "personal interest" which, as discussed above, is partially
or wholly non-deductible.  The balance of the gain or the excess distribution
will be treated as ordinary income in the year of the disposition or
distribution, and no interest charge will be incurred with respect to such
balance.

If the Company is a PFIC for any taxable year during which a Non-electing U.S.
Shareholder holds Common Shares, then the Company will continue to be treated as
a PFIC with respect to such Common Shares, even if it is no longer
definitionally a PFIC.  A Non-electing U.S. Shareholder may terminate this
deemed PFIC status by electing to recognize a gain (which will be taxed under
the rules discussed above for Non-Electing U.S. Shareholders) as if such common
shares had been sold on the last day of the last taxable year for which it was a
PFIC.

                                       65


Under Section 1291(f) of the Code, the Department of the Treasury has issued
proposed regulations that would treat as taxable certain transfers of PFIC stock
by Non-electing U.S. Shareholders that are generally not otherwise taxed, such
as gifts, exchanges pursuant to corporate reorganizations, and transfers at
death.

Certain special, generally adverse, rules will apply with respect to the Common
Shares while the Company is a PFIC whether or not it is treated as a QEF.  For
example under Section 1298(b)(6) of the Code, a U.S. shareholder who uses PFIC
stock as security for a loan (including a margin loan) will, except as may be
provided in the regulations, be treated as having made a taxable disposition of
such stock.

The foregoing discussion is based on existing provisions of the Code, existing
and proposed regulations thereunder, and current administrative rulings and
court decisions, all of which are subject to change.  Any such change could
affect the validity of this discussion.  In addition, the implementation of
certain aspects of the PFIC rules require the issuance of regulations which in
many instances have not been promulgated and which may have retroactive effect.
There can be no assurance that any of the proposals will be enacted or
promulgated, and if so, the form they will take or the effect that they may have
on this discussion.  Accordingly, and due to the complexity of the PFIC rules,
U.S. persons who are shareholders of the Company are strongly urged to consult
their own tax advisors concerning the impact of these rules on their investment
in the Company.

Controlled Foreign Corporation.  If more than 50% of the voting power of all
classes of stock or the total value of the stock of the Company is owned,
directly or indirectly, by citizens or residents of the United States, United
States domestic partnerships and corporations or estates or trusts other than
foreign estates or trusts, each of whom own 10% or more of the total combined
voting power of all classes of stock of the Company or the total value of the
stock of the Company ("United States shareholder"), the Company could be treated
as a "controlled foreign corporation" under Subpart F of the Code.  This
classification would result in many complex consequences including the required
inclusion into income by such United States shareholders of their pro rata
shares of "Subpart F income" (as specially defined by the Code) of the Company
and the Company's earnings invested in U.S. property and previously excluded
Subpart F withdrawn from certain types of investments (as specifically defined
by the Code).  In addition, under Section 1248 of the Code, gain from the sale
or exchange of Common Shares of the Company by a U.S. person who is or was a
United States shareholder (as defined in the Code, a holder of Common Shares of
the Company who is or was a United States shareholder at any time during the
five year period ending with the sale or exchange) is treated as ordinary
dividend income to the extent of earnings and profits of the Company
attributable to the stock sold or exchanged.  Because of the complexity of
Subpart F, and because it is not clear that Subpart F would apply to the holders
of Common Shares of the Company, a more detailed review of these rules is
outside the scope of this discussion.

F.  DIVIDENDS AND PAYING AGENTS

Not applicable.

G.  STATEMENT BY EXPERTS

Not applicable.

H.  DOCUMENTS ON DISPLAY

The documents concerning the Company which are referred to in this Annual Report
may be inspected at

                                       66


the Company's executive offices located at 505 University Avenue, Suite 1400,
Toronto, Ontario M5G 1X3.

I.  SUBSIDIARY INFORMATION

InvestorLinks.com, formed in 1997, is owned 100% by IL Data Corporation, Inc.,
which is owned 100% by IL Data Canada, Inc., which is owned 100% by the Company.
Effective August 31, 2001, the Company acquired API Electronics, Inc., of
Hauppauge, New York as a wholly-owned subsidiary.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.  The Company is a small business issuer.

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

                                    PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

As disclosed in Note 4(b)(ii) to the Consolidated Financial Statements of the
Company included in Part III, Item 17 of this Annual Report, the Company entered
into a strategic alliance services agreement effective August 2, 2000 with a
global financial content firm (the "Firm") to provide business development
services.  As consideration for the services to be provided over twenty-nine
months following the effective date, the Company was to release Common Shares on
the basis of one Common Share for each US $2.25 of services provided for a total
of up to 1,500,000 Common Shares for total consideration of US $3,375,000.
Subsequent to the end of the Company's fiscal year ending April 30, 2001, the
Firm claimed a breach of the agreement and requested payment of 144,000 Common
Shares and cash expenses of US $26,562 (total cost $525,843).  The Firm has
given notice of its termination of the agreement.  It is the position of the
Company that it is the Firm that is in breach of the agreement and has so
responded to the Firm.  The Company has issued 44,444 Common Shares to the Firm
with a value of $150,000 and has accrued for services based on invoices to date
totaling $405,842.

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

Not applicable.

ITEM 15.  [RESERVED]

ITEM 16.  [RESERVED]

                                   PART III
                                   --------

ITEM 17.  FINANCIAL STATEMENTS

As noted in Note 1 to the consolidated financial statements of the Company
included with this Part III, Item 17 of the Annual Report, no comparative
figures have been presented because IL Data Canada, Inc., the deemed acquiring
company in a reverse take-over of the Company by IL Data Canada, Inc. effective

                                       67


June 6, 2000, was a newly incorporated company, having been incorporated on May
10, 2000.  Because of the reverse take-over transaction described above, the
Company has only been in operation since May 10, 2000, during and after the
financial year ending April 30, 2001.

In addition, as noted in Note 10(a) to the financial statements of the Company
included with this Part III, Item 17 of the Annual Report, for purposes of
accounting principles generally accepted in the United States ("US GAAP"), since
IL Data Canada, Inc. had no operations, Investorlinks.com LLC, the company that
owned and operated the Investment Web site www.InvestorLinks.com prior to the
June 6, 2000 acquisition transactions, "would be considered the predecessor and
audited information for the previous three years would normally be disclosed
however, the operations of Investorlinks.com LLC have been closed and the
previous information would not be relevant or informative."

Because of the foregoing, financial statements for prior years is not included
in this Annual Report.  Selected financial data for prior years is, however,
disclosed in the Company's 2000 Form 20-F Annual Report, available through the
U.S. Securities and Exchange Commission's EDGAR database system.

These financial statements which follow were prepared in accordance with
Canadian Generally Accepted Accounting Principles ("Cdn GAAP") and are expressed
in Canadian dollars.  A reconciliation from Cdn GAAP to US GAAP is disclosed in
Note 10 to the financial statements.  The financial statements include the
following:

     (i)   Auditors' Report

     (ii)  Consolidated Balance Sheet at April 30, 2001

     (iii) Consolidated Statements of Operations and Deficit for the year ended
           April 30, 2001

     (iv)  Consolidated Statements of Changes in Cash Flow for the year ended
           April 30, 2001

     (v)   Summary of Significant Accounting Policies

     (vi)  Notes to Consolidated Financial Statements


[PRINTER TO INSERT FINANCIAL STATEMENTS HERE]

ITEM 18.   FINANCIAL STATEMENTS

Not applicable.

ITEM 19.   EXHIBITS

      1.   Articles of incorporation and bylaws as currently in effect:

           1.1  Articles of Amalgamation, effective May 1, 1993, amalgamating
                1024680 Ontario Ltd., Shepherd Ventures Inc., Dally Development
                Corp. and TNK Resources Inc. into an amalgamated corporation
                under the name TNK Resources Inc. under the articles of
                incorporation of Dally Development Corp./(1)/
           1.2  By-law Number A of Shediac Bay Resources, Inc. (the Company's
                predecessor) dated May 14, 1985/(1)/


                                       68


           1.3  Special By-law Number 1 of A of Shediac Bay Resources, Inc. (the
                Company's predecessor) dated May 14, 1985/(1)/

           1.4  Articles of Amendment filed May 18, 1999 reflecting Name Change
                from TNK Resources Inc. to Opus Minerals Inc. /(3)/

           1.5  Articles of Amendment filed July 25, 2000 reflecting Name Change
                from Opus Minerals Inc. to InvestorLinks.com Inc. /(4)/

           1.6  Articles of Amendment filed September 6, 2001, effective
                September 10, 2001, reflecting Name Change from
                InvestorLinks.com Inc. to API Electronics Group Inc./(5)/

      2.   Instruments defining rights of holders of equity or debt securities
           being registered:

           2.1  See Articles of Amalgamation described above in item 1.1. /(1)/

           2.2  Specimen Common Share certificate/(1)/

           2.3  1995 Stock Option Plan and Board resolution defining rights of
                holders of Management Stock Options granted thereunder/(1)/

           2.4  Form of Share Purchase Warrant/(1)/

           2.5  Form of Agent's Compensation Warrant/(1)/

           2.6  See Consulting Agreement described below in item 3.21 for
                description of Consultant's Options/(1)/

      3.   Certain contracts:

           3.1  Republic of Botswana Prospecting License No. 142/93, dated
                September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.2  Republic of Botswana Renewal Prospecting License No. 142/93,
                dated October 22, 1996, in favor of TNK Resources
                Incorporated/(1)/

           3.3  Republic of Botswana Prospecting License No. 143/93, dated
                September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.4  Republic of Botswana Renewal Prospecting License No. 143/93,
                dated October 22, 1996, in favor of TNK Resources
                Incorporated/(1)/

           3.5  Republic of Botswana Prospecting License No. 144/93, dated
                September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.6  Republic of Botswana Renewal Prospecting License No. 144/93,
                dated October 22, 1996, in favor of TNK Resources
                Incorporated/(1)/

                                       69


           3.7   Republic of Botswana Prospecting License No. 145/93, dated
                 September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.8   Republic of Botswana Renewal Prospecting License No. 145/93,
                 dated October 22, 1996, in favor of TNK Resources
                 Incorporated/(1)/

           3.9   Republic of Botswana Prospecting License No. 146/93, dated
                 September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.10  Republic of Botswana Renewal Prospecting License No. 146/93,
                 dated October 22, 1996, in favor of TNK Resources
                 Incorporated/(1)/

           3.11  Republic of Botswana Prospecting License No. 147/93, dated
                 September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.12  Republic of Botswana Renewal Prospecting License No. 147/93,
                 dated October 22, 1996, in favor of TNK Resources
                 Incorporated/(1)/

           3.13  Republic of Botswana Prospecting License No. 148/93, dated
                 September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.14  Republic of Botswana Renewal Prospecting License No. 148/93,
                 dated October 22, 1996, in favor of TNK Resources
                 Incorporated/(1)/

           3.15  Republic of Botswana Prospecting License No. 149/93, dated
                 September 8, 1993, in favor of TNK Resources Incorporated/(1)/

           3.16  Republic of Botswana Renewal Prospecting License No. 149/93,
                 dated October 22, 1996, in favor of TNK Resources
                 Incorporated/(1)/

           3.17  Republic of Botswana Prospecting License No. 156/93, dated
                 October 25, 1993, in favor of TNK Resources Incorporated/(1)/

           3.18  Republic of Botswana Prospecting License No. 157/93, dated
                 October 25, 1993, in favor of TNK Resources Incorporated/(1)/

           3.19  Republic of Botswana Renewal Prospecting License No. 157/93,
                 dated October 22, 1996, in favor of Midswana Diamond
                 Exploration Corporation/(1)/

           3.20  Republic of Botswana Prospecting License No. 158/93, dated
                 October 25, 1993, in favor of TNK Resources Incorporated/(1)/

           3.21  Republic of Botswana Renewal Prospecting License No. 158/93,
                 dated October 22, 1996, in favor of Midswana Diamond
                 Exploration Corporation/(1)/

           3.22  Contract of Work dated December 21, 1987 between the Government
                 of the Republic of Indonesia and P.T. Marunda Wahau Mining/(1)/

           3.23  Contract of Work dated December 2, 1986 between the Government
                 of the Republic of Indonesia and P.T. Alahan Panjang
                 Minerals/(1)/

                                       70


           3.24  Contract of Work dated December 2, 1986 between the Government
                 of the Republic of Indonesia and P.T. Sungai Tembese
                 Minerals/(1)/

           3.25  Contract of Work dated December 21, 1987 between the Government
                 of the Republic of Indonesia and P.T. Buntok Maju Minerals/(1)/

           3.26  Contract of Work dated October 24, 1987 between the Government
                 of the Republic of Indonesia and P.T. Tumbang Kuling
                 Minerals/(1)/

           3.27  Assignment Agreement, dated September 16, 1994, between TNK
                 Resources Inc. and 1096883 Ontario Limited/(1)/

           3.28  Agreement, dated September 26, 1994, between the persons shown
                 as the 1096883 Ontario Limited Shareholders and Sommerset
                 Industries Inc. and 1096883 Ontario Limited/(1)/

           3.29  Memorandum of Agreement, dated February 14, 1996, between P.T.
                 Hutan Nauli and TNK Resources Inc./(1)/

           3.30  Memorandum of Agreement, dated March 26, 1996, between TNK
                 Resources Inc. and 867323 Ontario Limited/(1)/

           3.31  Agreement, dated April 8, 1996, between P.T. Hutan Nauli and
                 TNK Resources Inc. /(1)/

           3.32  Letter agreement, dated April 15, 1996, between TNK Resources
                 Inc. and Oil Springs Energy Corp. /(1)/

           3.33  Employment Agreement, dated May 1, 1996, between TNK Resources
                 Inc. and Elizabeth J. Kirkwood/(1)/

           3.34  Employment Agreement, dated May 1, 1996, between Midswana
                 Diamond Exploration Corp. and Elizabeth J. Kirkwood/(1)/

           3.35  Letter agreement dated May 24, 1996, between TNK Resources Inc.
                 and P.T. Hutan Nauli/(1)/

           3.36  Consulting Agreement, dated August 1, 1996, between TNK
                 Resources Inc. and 1165953 Ontario Inc. /(1)/

           3.37  Memorandum of Agreement, dated November 15, 1996, between P.T.
                 Hutan Nauli and TNK Resources Inc. /(1)/

           3.38  Prospecting Agreement (Area Agreement #1), dated February 20,
                 1998 between DeBeers Prospecting Botswana (Proprietary) Limited
                 and TNK Resources Inc. /(2)/

           3.39  Prospecting Agreement (Area Agreement #2), dated February 20,
                 1998 between DeBeers Prospecting Botswana (Proprietary) Limited
                 and TNK Resources Inc. /(2)/

                                       71


           3.40  Prospecting Agreement (Area Agreement #3), dated February 20,
                 1998 between DeBeers Prospecting Botswana (Proprietary) Limited
                 and TNK Resources Inc. /(2)/

           3.41  Subscription Agreement, dated March 12, 1998 between TNK
                 Resources Inc. and Monopros Limited/(2)/

           3.42  Memorandum and Articles of Association of TNK Area 1
                 (Proprietary) Limited, dated February 11, 1998/(2)/

           3.43  Memorandum and Articles of Association of TNK Area 2
                 (Proprietary) Limited, dated February 11, 1998/(2)/

           3.44  Memorandum and Articles of Association of TNK Area 3
                 (Proprietary) Limited, dated February 11, 1998/(2)/

           3.45  Assignment Agreement, dated March 31, 1998 between TNK
                 Resources Inc. and TNK Resources Area 1 (Proprietary)
                 Limited/(2)/

           3.46  Assignment Agreement, dated March 31, 1998 between TNK
                 Resources Inc. and TNK Resources Area 2 (Proprietary)
                 Limited/(2)/

           3.47  Assignment Agreement, dated March 31, 1998 between TNK
                 Resources Inc. and TNK Resources Area 3 (Proprietary)
                 Limited/(2)/

           3.48  Republic of Botswana Prospecting License No. 67/97, dated May
                 28, 1997, in favor of TNK Resources Incorporated, in favor of
                 TNK Resources Incorporated/(2)/

           3.49  TNK Resources Inc. Application for the Renewal of Prospecting
                 Licence Nos. 142-149/93, Ghanzi District, dated August 12,
                 1998/(2)/

           3.50  Republic of Botswana Prospecting License No. 93/98, dated
                 September 29, 1998, in favor of TNK Resources Inc./(2)/

           3.51  Agency Agreement, dated October 12, 1999, between Taurus
                 Capital Markets Ltd. and Opus Minerals Inc. /(3)/

           3.53  Letter Agreement, dated July 13, 1998, between Mountain
                 Province Mining Inc. and Opus Minerals Inc. /(3)/

           3.54  Asset Sale Agreement, dated October 1998, between International
                 Capri Resources Ltd. And TNK Resources Inc. /(3)/

           3.55  Letter Agreement, dated November 27, 1998, regarding Baffin
                 Island Permit Applications. /(3)/

           3.56  Letter Agreement, dated December 1, 1998, regarding Services
                 for Baffin Island Exploration and Development. /(3)/

                                       72


           3.57  Letter Agreement, dated August 3, 1999, regarding Borden
                 Peninsula, Baffin Island. /(3)/

           3.58  Letter Agreement, dated August 26, 1999, between Mountain
                 Province Mining Inc. and Opus Minerals Inc. /(3)/

           3.59  Agency Agreement, dated January 26, 1999, between Taurus
                 Capital Markets Ltd. and Opus Minerals Inc. and Termination.
                 /(3)/

           3.60  Warrant to Purchase Common Shares of Stroud Resources Inc.
                 /(3)/

           3.61  Wolf Lake Property Option Agreement, dated April 14, 1999
                 between International Capri Resources Ltd. and Opus Minerals
                 Inc. /(3)/

           3.62  Letter Agreement, dated February 13, 1999 between International
                 Capri Resources Ltd. And Opus Minerals Inc. /(3)/

           3.63  Consulting agreement dated November 15, 1999 as amended by
                 agreement dated June 26, 2000 between the Company and Investor
                 Relations Group (Ontario) Inc. ("IRG") pursuant to which IRG
                 will provide ongoing investor relations activities to the
                 Company. Agreement was mutually terminated effective February
                 28, 2001, and the related options lapsed effective March 30,
                 2001. /(4)/

           3.64  Stock option agreement dated November 15, 1999 whereunder the
                 Company granted IRG options to acquire up to 300,000 common
                 shares of the Company at the price of $0.90 per share expiring
                 November 15, 2001. Agreement was mutually terminated effective
                 February 28, 2001, and the related options lapsed effective
                 March 30, 2001. /(4)/

           3.65  Acquisition Agreement dated January 17, 2000 between the
                 Company and Vertex Ventures Inc. (now First Strike Diamonds
                 Inc.) whereby the Company transferred and assigned all of its
                 interest in the mining properties located in Botswana, Africa
                 and Baffin Island, Nunavut, to First Strike in consideration
                 for the allotment and issuance of 6,266,667 common shares of
                 First Strike. /(4)/

           3.66  Securities Exchange Agreement made as of the 6th day of June,
                 2000 among the Company, IL Data Canada, Inc., all of the
                 shareholders of IL Data Canada, Inc., as vendors and Frank J.
                 Kollar and Romaine Gilliland as Principals whereunder the
                 Company acquired all of the issued and outstanding common
                 shares of IL Data Canada, Inc. which owns the business known as
                 InvestorLinks.com in consideration for the allotment of
                 issuance of 6,800,000 Common Shares of the Company. /(4)/

           3.67  Stock option agreement dated June 26, 2000 whereunder the
                 company granted IRG options to acquire up to 150,000 common
                 shares of the Company at the price of $2.55 US per share
                 expiring June 30, 2002. /(4)/

           3.68  Stock option agreements dated June 26, 2000 with officers,
                 directors, and employees of the Company. /(4)/

                                       73


           3.69  Consulting and Advisory Board Agreements dated June 26, 2000
                 with Messrs. Joseph Carusone, Christos Livadas, Ben Johnson and
                 Ms. Suzanne Wood. Mr. Livadas' agreement and stock option and
                 grant were cancelled and forfeited by Release, dated March 1,
                 2001, between the parties. See Item 3.83 below. All agreements
                 expired as of June 26, 2001, and the related options have
                 lapsed. /(4)/

           3.70  Subscription Agreement dated August 2, 2000 with Stockhouse
                 Media Corp. ("Stockhouse") whereby Stockhouse subscribed for
                 1,500,000 Common Shares of the Company at the price of US$2.25
                 per share in consideration for Stockhouse providing to the
                 Company Services (as therein described) over a period of two
                 years. See Note 4(b)(ii) of the Financial Statements included
                 in Item 17 of this Annual Report for further detail regarding
                 the termination of agreements with Stockhouse. /(4)/

           3.71  Services Agreement dated August 2, 2000 with Stockhouse which
                 sets out the services and functions to be performed by
                 Stockhouse to earn the 1,500,000 Common Shares of the Company
                 referred to above. See Note 4(b)(ii) of the Financial
                 Statements included in Item 17 of this Annual Report for
                 further detail regarding the termination of agreements with
                 Stockhouse. /(4)/

           3.72  Subscription Agreement effective August 8, 2000 between the
                 Company and Ming Capital Enterprises Ltd. /(4)/

           3.73  Warrant certificate issued to Ming Capital Enterprises Ltd. to
                 purchase up to 680,000 common shares at the price of US$3.00 on
                 or before August 8, 2002. /(4)/

           3.74  Stock Option Agreement dated June 26, 2000 granting Kathy
                 Hobbs-Parent options to purchase up to 9,000 Common Shares at
                 $2.55 per share, vesting at a rate of 1/3 per year for three
                 years. Ms. Hobbs-Parent's employment was terminated effective
                 May 31, 2001. The options expired August 29, 2001. /(5)/

           3.75  Stock Option Agreement dated June 26, 2000 granting Elizabeth
                 J. Kirkwood options to purchase up to 18,000 Common Shares at
                 $2.55 per share on or before June 30, 2005 (Released by letter,
                 dated July 24, 2001, signed by Ms. Kirkwood - See Exhibit 3.92
                 below). /(5)/

           3.76  Stock Option Agreement dated June 26, 2000 granting Sandra J.
                 Hall options to purchase up to 45,000 Common Shares at $2.55
                 per share on or before June 30, 2005 (Released by letter, dated
                 July 24, 2001, signed by Ms. Hall - See Exhibit 3.93 below).
                 /(5)/

           3.77  Stock Option Agreement dated June 26, 2000 granting George
                 Stubos options to purchase up to 90,000 Common Shares at $2.55
                 per share on or before June 30, 2005 (Cancelled by Release,
                 dated March 1, 2001, between the parties. See Exhibit 3.83
                 below). /(5)/

           3.78  Stock Option Agreement dated June 26, 2000 granting Romaine
                 Gilliland options to purchase up to 110,000 Common Shares at
                 $2.55 per share on or before June 30, 2005. Mr. Gilliland
                 resigned effective April 10, 2001. The options lapsed July 10,
                 2001. /(5)/

                                       74


           3.79  Stock Option Agreement dated June 26, 2000 granting Frank
                 Kollar options to purchase up to 290,000 Common Shares at $2.55
                 per share on or before June 30, 2005 (Cancelled by Release,
                 dated March 1, 2001, between the parties. See Exhibit 3.85
                 below). /(5)/

           3.80  Stock Option Agreement dated June 26, 2000 granting Denise
                 Gervin options to purchase up to 15,000 Common Shares at $2.55
                 per share, vesting at a rate of 1/3 per year for three years.
                 Ms. Gervin's employment was terminated effective February 9,
                 2001. The options expired May 9, 2001. /(5)/

           3.81  Consulting and Stock Option Agreement dated June 26, 2000 with
                 Chris Papaioannou pursuant to which Mr. Papaioannou agrees to
                 provide consulting services to the Company for a three-year
                 period commencing June 26, 2000, and in consideration, the
                 Company agrees to provide Mr. Papaioannou (i) US$2,166.67 per
                 month, (ii) reimbursement for expenses and (iii) options to
                 purchase up to 9,000 Common Shares at $2.55 per share for a
                 period of five years, vesting at a rate of 1/3 per year for
                 three years. Mr. Papaioannou terminated the Consulting
                 Agreement effective December 2000, and the related stock
                 options have lapsed. /(5)/

           3.82  Release dated March 1, 2001 by George Mr. Stubos whereby Stubos
                 agrees to (i) fully and completely release and discharge any
                 and all actions, causes of actions, claims and demands arising
                 out of any and all relationships with the Company, (ii) allow
                 the Company to purchase for cancellation 500,000 Common Shares
                 and (iii) cancel his option to buy 90,000 Common Shares, in
                 exchange for a lump-sum payment by the Company of US$35,000.
                 /(5)/

           3.83  Release dated March 1, 2001 by Christos Livadas whereby Mr.
                 Livadas agrees to (i) fully and completely release and
                 discharge any and all actions, causes of actions, claims and
                 demands arising out of any and all relationships with the
                 Company, (ii) allow the Company to purchase for cancellation
                 500,000 Common Shares and (iii) cancel his option to buy 90,000
                 Common Shares, in exchange for a lump-sum payment by the
                 Company of US$25,000. /(5)/

           3.84  Release and Consulting Agreement dated March 1, 2001 with Frank
                 Kollar and Sierra Holdings Limited whereby Mr. Kollar and
                 Sierra Holdings Limited agree to (i) fully and completely
                 release and discharge any and all actions, causes of actions,
                 claims and demands arising out of any and all relationships
                 with the Company, (ii) allow the Company to purchase for
                 cancellation 3,890,000 Common Shares and (iii) cancel his
                 option to buy 290,000 Common Shares, in exchange for US$209,000
                 to be paid by the Company immediately at the time of the
                 Release and US$60,000 to be paid as set forth in the Consulting
                 Agreement. /(5)/

           3.85  Letter of Agreement for Website Services dated May 11, 2001
                 with Elizabeth J. Kirkwood and Crossbeam Limited doing business
                 as Crossbeam.com whereby Ms. Kirkwood and Crossbeam.com agree
                 to provide website set-up and maintenance services to the
                 Company for a six-month period from May 11, 2001 through
                 November 30, 2001 in exchange for payment by the Company of

                                       75


                 a one-time payment of $4,000 for the initial set-up and $2,000
                 per month for maintenance thereafter. The Agreement is
                 automatically renewed for additional six-month terms absent
                 notice of cancellation. Either party may cancel on thirty days
                 notice. /(5)/

           3.86  Website Publisher Agreement dated June 11, 2001 with Engage,
                 Inc. ("Engage") granting Engage the right to sell advertising
                 space on the Company's website in exchange for Engage's
                 agreement to pay the Company a royalty of 50% on all Net
                 Advertising Revenue. /(5)/

           3.87  Non-binding Letter of Intent regarding potential business
                 combination of the Company and API Electronics, Inc. ("API")
                 dated June 19, 2001. /(5)/

           3.88  Letter Agreement dated June 26, 2001 with Taurus Capital
                 Markets Ltd. as the Company's exclusive financial advisor with
                 respect to the potential acquisition of API in exchange for (i)
                 a work fee of $15,000, (ii) reimbursement of certain out-of-
                 pocket costs and (iii) in the event of and upon completion of
                 the purchase of API, 250,000 broker warrants for Units on the
                 same terms as Units being issued to purchase API. /(5)/

           3.89  Letter Agreement dated June 26, 2001 for settlement of lease,
                 dated July 3, 2000, between Gilray, LLC and IL Data Corporation
                 Inc., to commence August 1, 2000 and terminate July 31, 2003
                 whereby Gilray, LLC agrees to execute a Certificate of
                 Satisfaction fully releasing IL Data and/or the Company from
                 any further responsibility under the lease in exchange for
                 US$18,000 and ownership of any and all furniture abandoned by
                 tenant on the premises. /(5)/

           3.90  Release dated July 24, 2001 by Elizabeth J. Kirkwood agreeing
                 to release 45,000 stock options previously granted by the
                 Company. /(5)/

           3.91  Release dated July 24, 2001 by Sandra J. Hall agreeing to
                 release 45,000 stock options previously granted by the Company.
                 /(5)/

           3.92  Stock Option Agreement dated August 2, 2001 granting James C.
                 Cassina options to purchase up to 50,000 Common Shares at $0.45
                 per share, and up to 50,000 Common Shares at $0.75 per share on
                 or before July 31, 2006. The number of shares and exercise
                 prices associated with the stock options set forth reflect
                 post-consolidation numbers and prices--see Note 11(b) to the
                 financial statements contained in Part III, Item 17 of this
                 Annual Report. /(5)/

           3.93  Stock Option Agreement dated August 2, 2001 granting Sandra J.
                 Hall options to purchase up to 50,000 Common Shares at $0.45
                 per share, and up to 50,000 Common Shares at $0.75 per share on
                 or before July 31, 2006. The number of shares and exercise
                 prices associated with the stock options set forth reflect
                 post-consolidation numbers and prices--see Note 11(b) to the
                 financial statements contained in Part III, Item 17 of this
                 Annual Report. /(5)/

           3.94  Agreement and Plan of Merger, dated July 27, 2001, between
                 InvestorLinks.com Inc. and API Electronics, Inc. et al.,
                 whereby the Company acquired all of the issued and outstanding
                 shares of API Electronics, Inc., a

                                       76


                     Delaware corporation for consideration of 6,500,000 post-
                     consolidation units at U.S. $.40 per unit. Each unit
                     consists of one Common Share, 1/2 of one Series A Common
                     Share purchase warrant exercisable at U.S. $.45 for a
                     period of 18 months from the date of issuance, and 1/2 of
                     one Series B Common Share purchase warrant exercisable at
                     U.S. $.75 for a period of two years from date of
                     issuance./(5)/

               3.95  Agreement of Merger, dated August 31, 2001, between API
                     Electronics, Inc. and API Acquisition Corp., whereby API
                     Electronics, Inc. merged with and into API Acquisition
                     Corp. with API Electronics, Inc. as the surviving
                     corporation. Each share of common stock of API Acquisition
                     Corp. outstanding on the effective date of the Agreement
                     was cancelled and no consideration was paid with respect to
                     any such shares. Each share of common stock of API
                     Electronics, Inc., the surviving corporation, outstanding
                     on the effective date of the Agreement, was (i) exchanged
                     with InvestorLinks.com Inc., an Ontario Corporation and the
                     parent of API Acquisition Corp. ("IC"), for 33,163.27
                     shares of IC Common Stock and A and B warrants to purchase
                     an aggregate of 33,163.28 shares of IC Common Stock and
                     (ii) cancelled immediately thereafter. The surviving
                     corporation issued a new certificate for 100 shares of
                     common stock to IC, which represented all of the issued and
                     outstanding shares of the surviving corporation. /(5)/

               3.96  Stock Option Agreement dated August 31, 2001 granting
                     Phillip DeZwirek options to purchase up to 50,000 Common
                     Shares at $0.45 per share, and up to 50,000 Common Shares
                     at $0.75 per share on or before August 31, 2006. The number
                     of shares and exercise price associated with the stock
                     options set forth reflect post-consolidation numbers and
                     prices - See Note 11(b) to the financial statements
                     contained in Part III, Item 17 of this Annual Report. /(5)/

               3.97  Stock Option Agreement dated August 31, 2001 granting
                     Thomas W. Mills options to purchase up to 50,000 Common
                     Shares at $0.45 per share, and up to 50,000 Common Shares
                     at $0.75 per share on or before August 31, 2006. The number
                     of shares and exercise price associated with the stock
                     options set forth reflect post-consolidation numbers and
                     prices - See Note 11(b) to the financial statements
                     contained in Part III, Item 17 of this Annual Report. /(5)/

               3.98  Stock Option Agreement dated August 31, 2001 granting Jason
                     DeZwirek options to purchase up to 50,000 Common Shares at
                     $0.45 per share, and up to 50,000 Common Shares at $0.75
                     per share on or before August 31, 2006. The number of
                     shares and exercise price associated with the stock options
                     set forth reflect post-consolidation numbers and prices -
                     See Note 11(b) to the financial statements contained in
                     Part III, Item 17 of this Annual Report. /(5)/


     4.        Miscellaneous:

               4.1   List of Subsidiaries /(5)/


Footnotes to List of Exhibits:
-----------------------------

                                       77


(1) Incorporated by reference from the Company's Registration Statement on Form
    20-F, File No. 0-29142, filed on February 3, 1997

(2) Incorporated by reference from the Company's Annual Report on Form 20-F,
    File No. 0-29142, filed on October 31, 1998

(3) Incorporated by reference from the Company's Annual Report on Form 20-F,
    File No. 0-29142, filed on November 1, 1999

(4) Incorporated by reference from the Company's Annual Report on Form 20-F,
    File No. 0-29142, filed on November 14, 2000

(5) Filed herewith.

Pursuant to the requirements of Section 12 of the Securities Act of 1934, the
Registrant certifies that it meets all of the requirements for filing on Form
20-F and has duly caused this Annual Report on Form 20 F to be signed on its
behalf by the undersigned, thereunto authorized.

Dated at Hauppauge, New York, United States of America, this 31st day of October
2001.

                                    API ELECTRONICS GROUP INC.



                                    By: /s/ Thomas W. Mills
                                       --------------------
                                         Thomas W. Mills, President

                                       78


      As filed with the Securities and Exchange Commission on October 31, 2001
                                                    Commission File No.: 0-29142
--------------------------------------------------------------------------------

                             INVESTORLINKS.COM INC.



                                 ANNUAL REPORT
                                       On
                                   FORM 20-F


                             ______________________



                                 EXHIBIT INDEX


                                   __________



                             INVESTORLINKS.COM INC.

                           ANNUAL REPORT ON FORM 20-F

                              FILED EXHIBIT INDEX
                              -------------------



  Exhibit
   Number                                       Description
--------------------------------------------------------------------------------

     1.6   Articles of Amendment filed September 6, 2001, effective September
           10, 2001, reflecting Name Change from InvestorLinks.com Inc. to API
           Electronics Group Inc.

     3.74  Stock Option Agreement dated June 26, 2000 granting Kathy Hobbs-
           Parent options to purchase up to 9,000 Common Shares at $2.55 per
           share, vesting at a rate of 1/3 per year for three years. Ms. Hobbs-
           Parent was terminated effective May 31, 2001. The options expired
           August 29, 2001.

     3.75  Stock Option Agreement dated June 26, 2000 granting Elizabeth J.
           Kirkwood options to purchase up to 18,000 Common Shares at $2.55 per
           share on or before June 30, 2005 (Released by letter, dated July 24,
           2001, signed by Ms. Kirkwood - See Exhibit 3.92 below).

     3.76  Stock Option Agreement dated June 26, 2000 granting Sandra J. Hall
           options to purchase up to 45,000 Common Shares at $2.55 per share on
           or before June 30, 2005 (Released by letter, dated July 24, 2001,
           signed by Ms. Hall - See Exhibit 3.93 below).

     3.77  Stock Option Agreement dated June 26, 2000 granting George Stubos
           options to purchase up to 90,000 Common Shares at $2.55 per share on
           or before June 30, 2005 (Cancelled by Release, dated March 1, 2001,
           between the parties. See Exhibit 3.83 below).

     3.78  Stock Option Agreement dated June 26, 2000 granting Romaine Gilliland
           options to purchase up to 110,000 Common Shares at $2.55 per share on
           or before June 30, 2005. Mr. Gilliland resigned effective April 10,
           2001. The options lapsed July 10, 2001.

     3.79  Stock Option Agreement dated June 26, 2000 granting Frank Kollar
           options to purchase up to 290,000 Common Shares at $2.55 per share on
           or before June 30, 2005 (Cancelled by Release, dated March 1, 2001,
           between the parties. See Exhibit 3.85 below).

     3.80  Stock Option Agreement dated June 26, 2000 granting Denise Gervin
           options to purchase up to 15,000 Common Shares at $2.55 per share,
           vesting at a rate of 1/3 per year for three years. Ms. Gervin's
           employment was terminated effective February 9, 2001. The options
           expired May 9, 2001.

     3.81  Consulting and Stock Option Agreement dated June 26, 2000 with Chris
           Papaioannou



           pursuant to which Mr. Papaioannou agrees to provide consulting
           services to the Company for a three-year period commencing June 26,
           2000, and in consideration, the Company agrees to provide Mr.
           Papaioannou (i) US$2,166.67 per month, (ii) reimbursement for
           expenses and (iii) options to purchase up to 9,000 Common Shares at
           $2.55 per share for a period of five years, vesting at a rate of 1/3
           per year for three years. Mr. Papaioannou terminated the Consulting
           Agreement effective December 2001, and the related options have
           lapsed.

     3.82  Release dated March 1, 2001 by George Stubos whereby Mr. Stubos
           agrees to (i) fully and completely release and discharge any and all
           actions, causes of actions, claims and demands arising out of any and
           all relationships with the Company, (ii) allow the Company to
           purchase for cancellation 500,000 Common Shares and (iii) cancel his
           option to buy 90,000 Common Shares, in exchange for a lump-sum
           payment by the Company of US$35,000.

     3.83  Release dated March 1, 2001 by Christos Livadas whereby Mr. Livadas
           agrees to (i) fully and completely release and discharge any and all
           actions, causes of actions, claims and demands arising out of any and
           all relationships with the Company, (ii) allow the Company to
           purchase for cancellation 500,000 Common Shares and (iii) cancel his
           option to buy 90,000 Common Shares, in exchange for a lump-sum
           payment by the Company of US$25,000.

     3.84  Release and Consulting Agreement dated March 1, 2001 with Frank
           Kollar and Sierra Holdings Limited whereby Mr. Kollar and Sierra
           Holdings Limited agree to (i) fully and completely release and
           discharge any and all actions, causes of actions, claims and demands
           arising out of any and all relationships with the Company, (ii) allow
           the Company to purchase for cancellation 500,000 Common Shares and
           (iii) cancel his option to buy 290,000 Common Shares, in exchange for
           US $209,000 to be paid by the Company immediately at the time of the
           Release and US $60,000 to be paid as set forth in the Consulting
           Agreement.

     3.85  Letter of Agreement for Website Services dated May 11, 2001 with
           Elizabeth J. Kirkwood and Crossbeam Limited doing business as
           Crossbeam.com whereby Ms. Kirkwood and Crossbeam.com agree to provide
           website set-up and maintenance services to the Company for a six-
           month period from May 11, 2001 through November 30, 2001 in exchange
           for payment by the Company of a one-time payment of $4,000 for the
           initial set-up and $2,000 per- month for maintenance thereafter. The
           Agreement is automatically renewed for additional six-month terms
           absent notice of cancellation. Either party may cancel on thirty days
           notice.

     3.86  Website Publisher Agreement dated June 11, 2001 with Engage, Inc.
           ("Engage") granting Engage the right to sell advertising space on the
           Company's website in exchange for Engage's agreement to pay the
           Company a royalty of 50% on all Net Advertising Revenue.

     3.87  Non-binding Letter of Intent regarding potential business combination
           of the Company and API Electronics, Inc. ("API") dated June 19, 2001.

     3.88  Letter Agreement dated June 26, 2001 with Taurus Capital Markets Ltd.
           as the Company's exclusive financial advisor with respect to the
           potential acquisition of API

                                       81


           in exchange for (i) a work fee of $15,000, (ii) reimbursement of
           certain out-of-pocket costs and (iii) in the event of and upon
           completion of the purchase of API, 250,000 broker warrants for Units
           on the same terms as Units being issued to purchase API.

     3.89  Letter Agreement dated June 26, 2001 for settlement of lease, dated
           July 3, 2000, between Gilray, LLC and IL Data Corporation Inc., to
           commence August 1, 2000 and terminate July 31, 2003 whereby Gilray,
           LLC agrees to execute a Certificate of Satisfaction fully releasing
           IL Data and/or the Company from any further responsibility under the
           lease in exchange for US$18,000 and ownership of any and all
           furniture abandoned by tenant on the premises.

     3.90  Release dated July 24, 2001 by Elizabeth J. Kirkwood agreeing to
           release 45,000 stock options previously granted by the company.

     3.91  Release dated July 24, 2001 by Sandra J. Hall agreeing to release
           45,000 stock options previously granted by the company.

     3.92  Stock Option Agreement dated August 2, 2001 granting James C. Cassina
           options to purchase up to 50,000 Common Shares at $0.45 per share,
           and up to 50,000 Common Shares at $0.75 per share on or before July
           31, 2006. The number of shares and exercise prices associated with
           the stock options set forth reflect post-consolidation numbers and
           prices--see Note 11(b) to the financial statements contained in Part
           III, Item 17 of this Annual Report.

     3.93  Stock Option Agreement dated August 2, 2001 granting Sandra J. Hall
           options to purchase up to 50,000 Common Shares at $0.45 per share,
           and up to 50,000 Common Shares at $0725 per share on or before July
           31, 2006. The number of shares and exercise prices associated with
           the stock options set forth reflect post-consolidation numbers and
           prices--see Note 11(b) to the financial statements contained in Part
           III, Item 17 of this Annual Report.

     3.94  Agreement and Plan of Merger, dated July 27, 2001, between
           InvestorLinks.com Inc. and API Electronics, Inc. et al., whereby the
           Company acquired all of the issued and outstanding shares of API
           Electronics, Inc., a Delaware corporation for consideration of
           6,500,000 post-consolidation units at U.S. $.40 per unit. Each unit
           consists of one Common Share, 1/2 of one Series A Common Share
           purchase warrant exercisable at U.S. $.45 for a period of 18 months
           from the date of issuance, and 1/2 of one Series B Common Share
           purchase warrant exercisable at U.S. $.75 for a period of two years
           from date of issuance.

     3.95  Agreement of Merger dated August 31, 2001, between API Electronics,
           Inc. and API Acquisition Corp., whereby API Electronics, Inc. merged
           with and into API Acquisition Corp. with API Electronics, Inc. as the
           surviving corporation. Each share of common stock of API Acquisition
           Corp. outstanding on the effective date of the Agreement was
           cancelled and no consideration was paid with respect to any such
           shares. Each share of Common Stock of API Electronics, Inc., the
           surviving corporation, outstanding on the effective date of the
           Agreement, was (i) exchanged with InvestorLinks.com Inc., an Ontario
           Corporation and the parent of API Acquisition Corp. ("IC"), for
           33,163.27 shares of IC Common Stock and A and B warrants to purchase
           an aggregate of 33,163.28 shares of IC Common Stock and (ii)

                                       82


           cancelled immediately thereafter. The surviving corporation issued a
           new certificate for 100 shares of common stock to IC, which
           represented all of the issued and outstanding shares of the surviving
           corporation.

     3.96  Stock Option Agreement dated August 31, 2001 granting Phillip
           DeZwirek options to purchase up to 50,000 Common Shares at $0.45 per
           share, and up to 50,000 Common Shares at $0.75 per share on or before
           August 31, 2006. The number of shares and exercise price associated
           with the stock options set forth reflect post-consolidation numbers
           and prices - see Note 11(b) to the financial statements contained in
           Part III, Item 17 of this Annual Report.

     3.97  Stock Option Agreement dated August 31, 2001 granting Thomas W. Mills
           options to purchase up to 50,000 Common Shares at $0.45 per share,
           and up to 50,000 Common Shares at $0.75 per share on or before August
           31, 2006. The number of shares and exercise price associated with the
           stock options set forth reflect post-consolidation numbers and
           prices_ see Note 11(b) to the financial statements contained in Part
           III, Item 17 of this Annual Report.

    3.98   Stock Option Agreement dated August 31, 2001 granting Jason DeZwirek
           options to purchase up to 50,000 Common Shares at $0.45 per share,
           and up to 50,000 Common Shares at $0.75 per share on or before August
           31, 2006. The number of shares and exercise price associated with the
           stock options set forth reflect post-consolidation numbers and
           prices -see Note 11(b) to the financial statements contained in Part
           III, Item 17 of this Annual Report.

      4.1  List of Subsidiaries.

                                       83

EX-1.6

                                                                    EXHIBIT 1.6

                                                                                                      
For Ministry Use Only                                                    Ontario Corporation Number
A l'usage exclusif du ministere                                         Numere de la societe en Ontario        1.
[LOGO]  Ministry of                   Ministere de
        Consumer and                  la Consommation
Ontario Commercial Relations          et du Commerce                               1028514
CERTIFICATE                           CERTIFICAT                      ------------------------------------
This is to certify that these         Ceci certifie que les presents
articles are effective on             status entrent en vigueur le

            SEPTEMBER - 6 SEPTEMBRE, 2001
 ...................................................................
               /s/[ILLEGIBLE]
             Director/Directrice
Business Corporations Act/ Loi sur les societes par actions


--------------------------------------------------------------------------------------------------------------------------------
                                                       ARTICLES OF AMENDMENT
     Form 3                                           STATUTS DE MODIFICATION
   Business
 Corporations
     Act             1.  The name of the corporation is:                        Denomination sociale de la societe:
                         --------------------------------------------------------------------------------------------------------
                         INVESTORLINKS.COM INC.
   Formule 3             --------------------------------------------------------------------------------------------------------
   Lo suries             --------------------------------------------------------------------------------------------------------
  Sociolas par           --------------------------------------------------------------------------------------------------------
    actiona              --------------------------------------------------------------------------------------------------------

                     2.  The name of the corporation is changed to (if          Nouvelle denomination sociale de la societe (s'il
                         applicable):                                           y a lieu):

                         --------------------------------------------------------------------------------------------------------
                         API ELECTRONICS GROUP INC.
                         --------------------------------------------------------------------------------------------------------
                         --------------------------------------------------------------------------------------------------------
                         --------------------------------------------------------------------------------------------------------
                         --------------------------------------------------------------------------------------------------------

                     3.  Date of incorporation/amalgamation:                    Date de le constitution ou de la fusion:

                                                                   1993/05/01
                         --------------------------------------------------------------------------------------------------------
                                                               (Year, Month, Day)
                                                               (annee. mois, jour)

                     4.  The articles of the corporation are amended as           Les statuts de la societe sont modifies de la
                         follows:                                                 facon suivante.

                     The Articles of the Corporation are amended effective the opening of trading on Monday, September 10, 2001
                     to:

                     (a)       consolidate the issued and outstanding Common Shares of the Corporation on the basis of one (1)
                               Common Share for every three (3) issued and outstanding Common Shares in the capital of the
                               Corporation, and

                     (b)       change the name of the Corporation from InvestorLinks.com Inc. to API Electronics Group Inc.





Form 3
Business
Corporations
Act

Formule 3
Loi sur les
societes par
actions


5.   The amendment has been duly authorized as required by Sections 168 & 170
     (as applicable) of the Business Corporations Act.

     La modification a ete dument autorisee conformement aux articles 168 et 170
     (selon le cas) de la Loi sur les societes par actions.

6.   The resolution authorizing the amendment was approved by the
     shareholders/directors (as applicable) of the corporation on

     Les actionnaires ou les administrateurs (selon le cas) de la societe ont
     approuve la resolution autorisant la modification le

                                  2001/08/30
--------------------------------------------------------------------------------
                              (Year, Month, Day)
                              (annee, mois, jour)

These articles are signed in duplicate.      Los presents status sont signes en
                                               double exemplaire.



                                                  INVESTORLINKS.COM INC.
                                             --------------------------------
                                                  (Name of Corporation)
                                            (Denomination sociale de la societe)


                           By:/Par /s/ J C Cassina                James Cassina
                                                                    President
                           -----------------------------------------------------
                                (Signature)              (Description of Office)
                                (Signature)                      (Fonction)

EX-3.74

                                                                    EXHIBIT 3.74

                               OPTION AGREEMENT

          THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation incorporated pursuant to the
               laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART
               - and -

               KATHY HOBBS-PARENT, an employee of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is an employee of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase Fifteen
Thousand (9,000) shares of the Corporation (the said Nine Thousand (9,000)
common shares being hereinafter called the "Optioned Shares") at the exercise
price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share
vesting at a rate of 1/3 per year for three years.

The first Three Thousand (3,000) shares vesting on June 26, 2001, the second
Three Thousand (3,000) shares vesting on June 26, 2002 and the third Three
Thousand (3,000) shares vesting on June 26, 2003.


                                      -2-


3.    The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the Nine Thousand (9,000) options hereby granted
with respect to all or any part of the optioned shares from time to time after
the vesting dates hereof and prior to close of business on June 30, 2005
(Hereinafter called the "Expiry Date").  On the Expiry Date the options hereby
granted shall forthwith expire and terminate and be of no further force or
effect whatsoever as to such of the Optioned Shares in respect of which the
options hereby granted have not been exercised.

4.    In the event of the death of the Purchaser on or prior to the Expiry Dates
while an employee of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.

5.    In the event of the resignation or discharge of the Purchaser as an
employee of the Corporation prior to the Expiry Dates, the option hereby granted
and earned to the Purchaser shall after ninety (90) days following the Purchaser
ceasing to be an employee of the Corporation, cease and terminate and be of no
further force or effect whatsoever as to such of the Optioned Shares in respect
of which such option has not been previously exercised.

6.    If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.


7.    Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the


                                      -3-

Secretary of the Corporation, which notice shall specify the number of optioned
shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the purchase
price for such number of optioned shares so specified therein. Upon any such
exercise of options as aforesaid the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to deliver to the Purchaser or
his legal personal representatives (or as the Purchaser may otherwise direct in
the notice of exercise of option) within ten (10) days following receipt by the
Corporation of any such notice of exercise of option a certificate or
certificates in the name of the Purchaser or his legal personal representatives
representing in the aggregate such number of optioned shares as the Purchaser or
his legal personal representatives shall have then paid.

8.    Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.    In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division  re-division or change.

      In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.   The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution  therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.

11.   Time shall be of the essence of this Agreement.

12.   This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


                                      -4-


13.    This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

       IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALS INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:__________________________________
                              )    Frank Kollar, Chairman
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    __________________________________
                              )    Kathy Hobbs-Parent

EX-3.75

                                                                    Exhibit 3.75

                               OPTION AGREEMENT

          THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation incorporated pursuant to the
               laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART

               - and -


               ELIZABETH J. KIRKWOOD, a director of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase Eighteen
Thousand (18,000) shares of the Corporation (the said Eighteen Thousand (18,000)
common shares being hereinafter called the "Optioned Shares") at the exercise
price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share.


                                      -2-


3.    The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the Eighteen Thousand (18,000) options hereby
granted with respect to all or any part of the optioned shares at any time or
from time to time after the date hereof and prior to close of business on June
30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options
hereby granted shall forthwith expire and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which the
options hereby granted have not been exercised.

4.    In the event of the death of the Purchaser on or prior to the Expiry Dates
while a director of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.

5.    In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.    If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.

7.    Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in


                                      -3-

respect of which such notice is being exercised and shall be accompanied by
payment (by cash or certified cheque) in full of the purchase price for such
number of optioned shares so specified therein. Upon any such exercise of
options as aforesaid the Corporation shall forthwith cause the transfer agent
and registrar of the Corporation to deliver to the Purchaser or his legal
personal representatives (or as the Purchaser may otherwise direct in the notice
of exercise of option) within ten (10) days following receipt by the Corporation
of any such notice of exercise of option a certificate or certificates in the
name of the Purchaser or his legal personal representatives representing in the
aggregate such number of optioned shares as the Purchaser or his legal personal
representatives shall have then paid.

8.    Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.    In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division  re-division or change.

      In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.   The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.

11.   Time shall be of the essence of this Agreement.

12.   This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


13.   This Agreement shall be construed in accordance with and be governed by


                                      -4-

the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALS INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:______________________________________
                              )    Romaine Gilliland, President & CEO
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    ______________________________________
                              )    Elizabeth J. Kirkwood

EX-3.76

                                                                    EXHIBIT 3.76

                               OPTION AGREEMENT

          THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation incorporated pursuant to the
               laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART

               - and -


               SANDRA J. HALL, a director of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase Forty Five
Thousand (45,000) shares of the Corporation (the said Forty Five Thousand
(45,000) common shares being hereinafter called the "Optioned Shares") at the
exercise price of two dollars and fifty five cents ($2.55 US funds) per Optioned
Share.


                                      -2-


3.        The Purchaser shall, subject to the terms and conditions hereinafter
set out, have the right to exercise the Forty Five Thousand (45,000) options
hereby granted with respect to all or any part of the optioned shares at any
time or from time to time after the date hereof and prior to close of business
on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the
options hereby granted shall forthwith expire and terminate and be of no further
force or effect whatsoever as to such of the Optioned Shares in respect of which
the options hereby granted have not been exercised.

4.        In the event of the death of the Purchaser on or prior to the Expiry
Dates while a director of the Corporation, the option hereby granted to the
Purchaser may be exercised, as to such of the Optioned Shares in respect of
which option has not previously been exercised as the Purchaser would have then
been entitled to purchase, by the legal personal representatives of the
Purchaser at any time up to and including (but not after) a date of six (6)
months following the date of death of the Purchaser or to the close of business
on the expiry date, whichever is earlier.

5.        In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.        If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.


7.        Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in


                                      -3-

respect of which such notice is being exercised and shall be accompanied by
payment (by cash or certified cheque) in full of the purchase price for such
number of optioned shares so specified therein. Upon any such exercise of
options as aforesaid the Corporation shall forthwith cause the transfer agent
and registrar of the Corporation to deliver to the Purchaser or his legal
personal representatives (or as the Purchaser may otherwise direct in the notice
of exercise of option) within ten (10) days following receipt by the Corporation
of any such notice of exercise of option a certificate or certificates in the
name of the Purchaser or his legal personal representatives representing in the
aggregate such number of optioned shares as the Purchaser or his legal personal
representatives shall have then paid.

8.        Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.        In the event of any sub-division, re-division or change of the shares
of the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.

          In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.       The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (Including any right to receive dividends
or other distribution therefrom or thereon) other than in respect of the
Optioned Shares in respect of which the Purchaser shall have exercised his
option hereunder and which the Purchaser shall have actually taken up and paid
for.

11.       Time shall be of the essence of this Agreement.

12.       This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.

13.       This Agreement shall be construed in accordance with and be governed
by


                                      -4-

the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALS INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:______________________________________
                              )     Romaine Gilliland, President & CEO
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )   _______________________________________
                              )   Sandra J. Hall

EX-3.77

                                                                    EXHIBIT 3.77

                               OPTION AGREEMENT

                THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation
               incorporated pursuant to the laws of the
               Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                               OF THE FIRST PART

               - and -


               GEORGE STUBOS, a director of the
               Corporation,

               (hereinafter referred to as the "Purchaser")

                                                              OF THE SECOND PART

          WHEREAS the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase Ninety
Thousand (90,000) shares of the Corporation (the said Ninety Thousand (90,000)
common shares being hereinafter called the "Optioned Shares") at the exercise
price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share.


                                      -2-

3.        The Purchaser shall, subject to the terms and conditions hereinafter
set out, have the right to exercise the Ninety Thousand (90,000) options hereby
granted with respect to all or any part of the optioned shares at any time or
from time to time after the date hereof and prior to close of business on June
30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry Date the options
hereby granted shall forthwith expire and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which the
options hereby granted have not been exercised.

4.        In the event of the death of the Purchaser on or prior to the Expiry
Dates while a director of the Corporation, the option hereby granted to the
Purchaser may be exercised, as to such of the Optioned Shares in respect of
which option has not previously been exercised as the Purchaser would have then
been entitled to purchase, by the legal personal representatives of the
Purchaser at any time up to and including (but not after) a date of six (6)
months following the date of death of the Purchaser or to the close of business
on the expiry date, whichever is earlier.

5.        In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.        If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.

7.        Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in


                                      -3-

respect of which such notice is being exercised and shall be accompanied by
payment (by cash or certified cheque) in full of the purchase price for such
number of optioned shares so specified therein. Upon any such exercise of
options as aforesaid the Corporation shall forthwith cause the transfer agent
and registrar of the Corporation to deliver to the Purchaser or his legal
personal representatives (or as the Purchaser may otherwise direct in the notice
of exercise of option) within ten (10) days following receipt by the Corporation
of any such notice of exercise of option a certificate or certificates in the
name of the Purchaser or his legal personal representatives representing in the
aggregate such number of optioned shares as the Purchaser or his legal personal
representatives shall have then paid.

8.        Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.        In the event of any sub-division, re-division or change of the shares
of the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.

          In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.       The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (Including any right to receive dividends
or other distribution therefrom or thereon) other than in respect of the
Optioned Shares in respect of which the Purchaser shall have exercised his
option hereunder and which the Purchaser shall have actually taken up and paid
for.

11.       Time shall be of the essence of this Agreement.

12.       This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.

13.       This Agreement shall be construed in accordance with and be governed
by


                                      -4-

the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALS INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:_______________________________________
                              )     Romaine Gilliland, President & CEO
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    _______________________________________
                              )     George Stubos

EX-3.78

                                                                    EXHIBIT 3.78

                               OPTION AGREEMENT

                THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation
               incorporated pursuant to the laws of the
               Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                               OF THE FIRST PART

               - and -


               ROMAINE GILLILAND, a director of the
               Corporation,

               (hereinafter referred to as the "Purchaser")

                                                              OF THE SECOND PART

          WHEREAS the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase One
Hundred and Thousand (110,000) shares of the Corporation (the said Seventy Five
Thousand (110,000) common shares being hereinafter called the "Optioned Shares")
at the exercise price of two dollars and fifty five cents ($2.55 US funds) per
Optioned Share.


                                      -2-

3.        The Purchaser shall, subject to the terms and conditions hereinafter
set out, have the right to exercise the One Hundred and Ten Thousand (110,000)
options hereby granted with respect to all or any part of the optioned shares at
any time or from time to time after the date hereof and prior to close of
business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the Expiry
Date the options hereby granted shall forthwith expire and terminate and be of
no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised.

4.        In the event of the death of the Purchaser on or prior to the Expiry
Dates while a director of the Corporation, the option hereby granted to the
Purchaser may be exercised, as to such of the Optioned Shares in respect of
which option has not previously been exercised as the Purchaser would have then
been entitled to purchase, by the legal personal representatives of the
Purchaser at any time up to and including (but not after) a date of six (6)
months following the date of death of the Purchaser or to the close of business
on the expiry date, whichever is earlier.

5.        In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.        If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.

7.        Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation , which
notice shall specify the number of optioned shares in


                                      -3-

respect of which such notice is being exercised and shall be accompanied by
payment (by cash or certified cheque) in full of the purchase price for such
number of optioned shares so specified therein. Upon any such exercise of
options as aforesaid the Corporation shall forthwith cause the transfer agent
and registrar of the Corporation to deliver to the Purchaser or his legal
personal representatives (or as the Purchaser may otherwise direct in the notice
of exercise of option) within ten (10) days following receipt by the Corporation
of any such notice of exercise of option a certificate or certificates in the
name of the Purchaser or his legal personal representatives representing in the
aggregate such number of optioned shares as the Purchaser or his legal personal
representatives shall have then paid.

8.        Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.        In the event of any sub-division, re-division or change of the shares
of the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.

          In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.       The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (Including any right to receive dividends
or other distribution therefrom or thereon) other than in respect of the
Optioned Shares in respect of which the Purchaser shall have exercised his
option hereunder and which the Purchaser shall have actually taken up and paid
for.

11.       Time shall be of the essence of this Agreement.

12.       This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


13.       This Agreement shall be construed in accordance with and be governed
by


                                      -4-

the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALS INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:_____________________________________
                              )     Frank Kollar, Chairman
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    _____________________________________
                              )     Romaine Gilliland

EX-3.79

                                                                    EXHIBIT 3.79

                               OPTION AGREEMENT

                THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation
               incorporated pursuant to the laws of the
               Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                               OF THE FIRST PART

               - and -


               FRANK KOLLAR, a director of the
               Corporation,

               (hereinafter referred to as the "Purchaser")

                                                              OF THE SECOND PART

          WHEREAS the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase Two
Hundred and Ninety Thousand (290,000) shares of the Corporation (the said Two
Hundred and Ninety Thousand (290,000) common shares being hereinafter called the
"Optioned Shares") at the exercise price of two dollars and fifty five cents
($2.55 US funds) per Optioned Share.


                                      -2-


3.        The Purchaser shall, subject to the terms and conditions hereinafter
set out, have the right to exercise the Two Hundred and Ninety Thousand
(290,000) options hereby granted with respect to all or any part of the optioned
shares at any time or from time to time after the date hereof and prior to close
of business on June 30, 2005 (Hereinafter called the "Expiry Date"). On the
Expiry Date the options hereby granted shall forthwith expire and terminate and
be of no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised.

4.        In the event of the death of the Purchaser on or prior to the Expiry
Dates while a director of the Corporation, the option hereby granted to the
Purchaser may be exercised, as to such of the Optioned Shares in respect of
which option has not previously been exercised as the Purchaser would have then
been entitled to purchase, by the legal personal representatives of the
Purchaser at any time up to and including (but not after) a date of six (6)
months following the date of death of the Purchaser or to the close of business
on the expiry date, whichever is earlier.

5.        In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.        If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.

7.        Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in


                                      -3-

respect of which such notice is being exercised and shall be accompanied by
payment (by cash or certified cheque) in full of the purchase price for such
number of optioned shares so specified therein. Upon any such exercise of
options as aforesaid the Corporation shall forthwith cause the transfer agent
and registrar of the Corporation to deliver to the Purchaser or his legal
personal representatives (or as the Purchaser may otherwise direct in the notice
of exercise of option) within ten (10) days following receipt by the Corporation
of any such notice of exercise of option a certificate or certificates in the
name of the Purchaser or his legal personal representatives representing in the
aggregate such number of optioned shares as the Purchaser or his legal personal
representatives shall have then paid.

8.        Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.        In the event of any sub-division, re-division or change of the shares
of the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.

          In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.       The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (Including any right to receive dividends
or other distribution therefrom or thereon) other than in respect of the
Optioned Shares in respect of which the Purchaser shall have exercised his
option hereunder and which the Purchaser shall have actually taken up and paid
for.

11.       Time shall be of the essence of this Agreement.

12.       This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.

13.       This Agreement shall be construed in accordance with and be governed
by


                                      -4-

the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALS INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:_______________________________________
                              )     Romaine Gilliland, President & CEO
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    _______________________________________
                              )     Frank Kollar

EX-3.80

                                                                    EXHIBIT 3.80

                               OPTION AGREEMENT

                THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation incorporated pursuant to the
               laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART
               - and -

               DENISE GIRVIN, an employee of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is an employee of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.    In this Agreement the term "share" or "shares" shall mean, as the case may
be one or more common shares in the capital of the Corporation as constituted at
the date of the Agreement.

2.    The Corporation hereby grants to the Purchaser subject to the terms and
conditions hereinafter set out, an irrevocable option to purchase Fifteen
Thousand (15,000) shares of the Corporation (the said Fifteen Thousand (15,000)
common shares being hereinafter called the "Optioned Shares") at the exercise
price of two dollars and fifty five cents ($2.55 US funds) per Optioned Share
vesting at a rate of 1/3 per year for three years.

The first Five Thousand (5,000) shares vesting on  June 26, 2001, the second
Five Thousand (5,000) shares vesting on  June 26, 2002 and the third Five
Thousand (5,000) shares vesting on  June 26, 2003.


3.    The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the Fifteen Thousand (15,000) options hereby
granted with respect to all or any part of the optioned shares from time to time
after the vesting dates hereof and prior to close of business on June 30, 2005
(Hereinafter called the "Expiry Date").  On the Expiry Date the options hereby
granted shall forthwith expire and terminate and be of no further force or
effect whatsoever as to such of the Optioned Shares in respect of which the
options hereby granted have not been exercised.

4.    In the event of the death of the Purchaser on or prior to the Expiry Dates
while an employee of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.

5.    In the event of the resignation or discharge of the Purchaser as an
employee of the Corporation prior to the Expiry Dates, the option hereby granted
and earned to the Purchaser shall after ninety (90) days following the Purchaser
ceasing to be an employee of the Corporation, cease and terminate and be of no
further force or effect whatsoever as to such of the Optioned Shares in respect
of which such option has not been previously exercised.

6.    If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.


7.    Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the


                                      -3-

Secretary of the Corporation, which notice shall specify the number of optioned
shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the purchase
price for such number of optioned shares so specified therein. Upon any such
exercise of options as aforesaid the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to deliver to the Purchaser or
his legal personal representatives (or as the Purchaser may otherwise direct in
the notice of exercise of option) within ten (10) days following receipt by the
Corporation of any such notice of exercise of option a certificate or
certificates in the name of the Purchaser or his legal personal representatives
representing in the aggregate such number of optioned shares as the Purchaser or
his legal personal representatives shall have then paid.

8.    Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.    In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division  re-division or change.

      In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.   The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution  therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.

11.   Time shall be of the essence of this Agreement.

12.   This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof.  This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


                                      -4-

13.    This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

       IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALS INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:__________________________________
                              )    Frank Kollar, Chairman
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    ________________________________
                              )    Denise Girvin

EX-3.81

                                                                   EXHIBIT 3.81

                             DATED: June 26, 2000

                              OPUS MINERALS INC.



                                    - and -



                               CHRIS PAPAIOANNOU


THIS CONSULTING AGREEMENT made as of the 26/th/ day of June, 2000.

BETWEEN:
          OPUS MINERALS INC.  of
          1 First Canadian Place
          P.O. Box 369, Suite 745
          100 King Street West
          Toronto Ontario  M5X 1E2

          (hereinafter referred to as the "Corporation")   OF THE FIRST PART

          CHRIS PAPAIOANNOU of
          1020 Hayrake Lane
          Charlottesville, Virginia
          28903

          (hereinafter referred to as the "Consultant")    OF THE SECOND PART

WHEREAS the Corporation wishes to retain the Consultant for its business and the
Consultant has agreed to provide such services to the Corporation.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as follows:

                                   ARTICLE 1
Definitions
-----------

1.1  For the purpose of this Agreement, "Consulting Services" shall mean
     operations, administrative and marketing services relating to the business,
     products, and services of the Corporation, and in particular but without
     restricting the generality of the foregoing, including computer related
     support, satellite administration, remote operations, internal coordination
     of administrative and operational activities, advisory committee support
     and, subject to the control and direction of the Corporation, preparing
     corporate and product related materials.

1.2  The terms "subsidiaries", "associates" and "affiliated corporations" as
used in this Agreement shall have the meanings ascribed thereto in the Business
Corporations Act of Ontario.


                                   ARTICLE 2

Engagement of the Consultant and Its Duties
-------------------------------------------

2.1      The Corporation hereby engages the services of the Consultant and the
Consultant hereby accepts the engagement of its services by the Corporation,
subject to the terms and conditions hereinafter contained and subject to
obtaining the necessary regulatory approval hereto.

2.2      The Consultant shall provide the Consulting Services to the Corporation
in such manner as the Corporation and the Consultant may reasonably agree, and
shall devote such of its time as is necessary to properly render the Consulting
Services to the Corporation, and all its effort, skills, attention and energies
during that time to the performance of its duties as herein set forth.

2.3      The Corporation acknowledges that it is aware of the Consultant's many
outside activities, duties and financial interests and agrees that the
performance of such activities and duties and involvement of such financial
interests will not be construed as a breach of this Agreement, provided that the
Consultant provides the Consulting Services on a basis which does not impair the
activities and business interests of either the Corporation or the Consultant.

2.4      In providing the Consulting Services,  the Consultant will be relying
upon information received from the Corporation, and will so disclose this fact
in all communications.  The Corporation agrees to provide the Consultant with
such information, financial records, documents and product information as may
facilitate the performance of the Consulting Services by the Consultant.

2.5      In the event of any misstatements, misrepresentations or omissions in
information as provided by the Corporation to the Consultant and as utilized by
the Consultant in the performance of the Consulting Services that may result in
liability to the Consultant, the Corporation agrees to indemnify and save
harmless the Consultant against any such claims or liabilities.

2.6      The Consultant agrees that it will perform the Consulting Services in
accordance with all applicable laws including, but not limited to the Ontario
Securities Act, the rules and policies of the Canadian Dealing Network, the
Securities Exchange Commission Acts of 1933 and 1934, its rules and regulations,
the rules and policies of the NASD Stock Quotation Service and any other
regulatory bodies as applicable.

2.7       The Consultant agrees to indemnify and save the Corporation harmless
with respect to any claim, suit, proceedings or judgement, whether regulatory or
of a court of competent jurisdiction arising from any breach of the Agreement by
the Consultant.


2.8      The term of this Agreement shall be for a period of three (3) years
commencing on the 26/th/ day of June 2000. The indemnities provided herein at
sections 2.5 and 2.7 will survive the termination of this Agreement.

2.9      Notwithstanding section 2.8, either party may terminate this Agreement
by providing the other party with at least 30 days written notice.

2.10     The Consultant shall at all times be an independent contractor and not
the servant or agent of the Corporation.  No partnership, joint venture or
agency will be created or will be deemed to be created by this Agreement or by
any action of the parties under this Agreement.  The Consultant is not an agent,
servant or employee of the Corporation, nor shall it represent itself to have
any such relationship with the Corporation.  The Consultant shall be an
independent contractor with control over the manner and means of its
performance.  Neither the Consultant nor its employees or agents shall be
entitled to rights or privileges applicable to employees of the Corporation
including, but not limited to, liability insurance, group insurance, pension
plans, holiday paid vacation and other benefit plans which may be available from
time to time between the Corporation and its employees.

2.11      The Consultant shall be responsible for the management of its
employees and without limiting the generality of the foregoing, shall be
responsible for payment to the proper authorities of all unemployment insurance
premiums, Canada Pension Plan contributions, Worker's Compensation premiums and
all other employment expenses for all of the Consultant's employees.  The
Consultant shall be responsible for deduction and remittance of all income tax
due from itself and its employees.

                                   ARTICLE 3
Compensation
------------

3.1      The Corporation agrees to pay the Consultant, in consideration of the
provision by the Consultant of the Consulting Services to the Corporation, the
sum of two thousand, one hundred and sixty six dollars and sixty seven cents US
(US $2,166.67) per month upon execution of this Agreement.

3.2      The Corporation agrees to reimburse the Consultant for all reasonable
disbursements, provided that the Consultant will not incur any single
expenditure without obtaining the prior written consent of the Corporation.  The
Consultant agrees to provide the Corporation with receipts for disbursements and
expenses incurred where procurable.

The Corporation agrees to enter into an agreement to grant to the Consultant, or
its designate, upon terms and conditions as determined by the various Regulatory
Authorities governing the Corporation, the sole and exclusive right and option
to purchase all or any part of up to nine thousand (9,000) common shares of its
capital as fully paid and non-assessable shares, exercisable at the price of US
$2.55 per share for a period of five years (5) years vesting at a rate of 1/3
per year for three years. The first three thousand (3,000) shares vesting on
June 26, 2001, the second three thousand (3,000) shares vesting on June 26, 2002
and the third three thousand (3,000) shares vesting on June 26, 2003.


3.3  The Corporation shall cause to be filed, as soon as practicable, any
documentation including Registration Statement(s) Form S-1 or Form S-8 or a
demand registration statement under Form S-3 as applicable, for all applicable
jurisdictions to ensure that the shares to be issued under the provisions of
this Option shall be freely tradable.

                                   ARTICLE 4
Confidentiality
---------------

4.1  The Consultant will not, directly or indirectly, use, disseminate,
disclose, communicate, divulge, reveal, publish, use for its own benefit, copy,
make notes of, input into a computer data base or preserve in any way any
confidential information relating to the Corporation or its subsidiaries,
associates or affiliated corporations whether during the term of this Agreement
or thereafter, unless it first received written permission to do so from an
authorized officer of the Corporation.

4.2  For the purposes of this Agreement, "confidential information" is
information disclosed to or acquired by the Consultant relating to the business
of the Corporation, or its subsidiaries, associates or affiliated corporations,
their projects or the personal affairs of their directors, officers and
shareholders, including information developed or gathered by the Consultant
which has not been approved by the Corporation for public dissemination.
Confidential information does not include information in the public domain,
information released from the provisions of this Agreement by written
authorization of an authorized officer of the Corporation, information which is
part of the general skill and knowledge of the Consultant and does not relate
specifically to the business of the Corporation, and information which is
authorized by the Corporation to be disclosed in the ordinary course or is
required by law or applicable regulatory policy to be disclosed.

                                   ARTICLE 5
Miscellaneous
-------------

5.1  Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses as previously set forth
and any such notices given by hand delivery or by facsimile transmission shall
be deemed to have been received on the date of delivery or transmission and if
given by prepaid registered mail, shall be deemed to have been received on the
third business day immediately following the date of mailing.  The parties shall
be entitled to give notice of changes of addresses from time to time in the
manner hereinbefore provided for the giving of notice.

5.2  Time shall be the essence of this Agreement.

5.3  The provisions of this Agreement shall inure to the benefit of and be
binding upon the Corporation and the Consultant and their respective successors
and assigns.  This Agreement shall not be assignable by the Consultant.


5.4  This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof.  No supplement, modification, waiver or termination of this
Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.

5.5  This Agreement shall be governed by the laws of Ontario.

IN WITNESS WHEREOF this Agreement has been executed by the parties.

                            )   OPUS MINERALS INC.
                            )
                            )
                            )   Per:______________________________
                            )
                            )   Authorized Signatory
                            )
                            )
                            )   CHRIS PAPAIOANNOU
                            )
                            )
                            )   __________________________________




                               OPTION AGREEMENT

                THIS AGREEMENT made the 26th day of June, 2000

B E T W E E N:

               OPUS MINERALS INC., a corporation incorporated pursuant to the
               laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART
               - and -

               CHRIS PAPAIOANNOU an employee of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

      WHEREAS the Corporation desires to grant to the Optionee pursuant to the
terms of the Corporation's Stock Option Plan (the "Plan") options to purchase
common shares in the capital of the Corporation, pursuant to the Ontario
Securities Commission ruling of January 10, 1997under subsection 74(1) of the
Securities Act (Ontario).

      AND WHEREAS the Purchaser is an employee of the Corporation;

      NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.    In this Agreement the term "share" or "shares" shall mean, as the case may
be one or more common shares in the capital of the Corporation as constituted at
the date of the Agreement.

2.    The Corporation hereby grants to the Purchaser subject to the terms and
conditions hereinafter set out, an irrevocable option to purchase Nine Thousand
(9,000) shares of the Corporation (the said Nine Thousand (9,000) common shares
being hereinafter called the "Optioned Shares") at the exercise price of two
dollars and fifty five cents ($2.55 US funds) per Optioned Share vesting at a
rate of 1/3 per year for three years.

The first Three Thousand (3,000) shares vesting on June 26, 2001, the second
Three Thousand (3,000) shares vesting on June 26, 2002 and the third Three
Thousand (3,000) shares vesting on June 26, 2003.


3.    The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the Nine Thousand (9,000) options hereby granted
with respect to all or any part of the optioned shares from time to time after
the vesting dates hereof and prior to close of business on June 30, 2005
(Hereinafter called the "Expiry Date").  On the Expiry Date the options hereby
granted shall forthwith expire and terminate and be of no further force or
effect whatsoever as to such of the Optioned Shares in respect of which the
options hereby granted have not been exercised.

4.    In the event of the death of the Purchaser on or prior to the Expiry Dates
while an employee of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.

5.    In the event of the resignation or discharge of the Purchaser as an
employee of the Corporation prior to the Expiry Dates, the option hereby granted
and earned to the Purchaser shall after ninety (90) days following the Purchaser
ceasing to be an employee of the Corporation, cease and terminate and be of no
further force or effect whatsoever as to such of the Optioned Shares in respect
of which such option has not been previously exercised.

6.    If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.


7.    Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the


                                      -3-

Secretary of the Corporation, which notice shall specify the number of optioned
shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the purchase
price for such number of optioned shares so specified therein. Upon any such
exercise of options as aforesaid the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to deliver to the Purchaser or
his legal personal representatives (or as the Purchaser may otherwise direct in
the notice of exercise of option) within ten (10) days following receipt by the
Corporation of any such notice of exercise of option a certificate or
certificates in the name of the Purchaser or his legal personal representatives
representing in the aggregate such number of optioned shares as the Purchaser or
his legal personal representatives shall have then paid.

8.    Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.    In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division  re-division or change.

      In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.   The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution  therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.

11.   Time shall be of the essence of this Agreement.

12.   This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


                                      -4-

13.    This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.

       IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) OPUS MINERALSINC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:__________________________________
                              )    Frank Kollar, Chairman
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    ________________________________
                              )    Chris Papaioannou

EX-3.82

                                                                    EXHIBIT 3.82

                                    RELEASE
                                    -------


          IN CONSIDERATION of the sum of Thirty-five thousand United States
dollars (US $35,000.00) to be paid by Investorlinks.com Inc., a company
incorporated in the Province of Ontario, Canada, with offices at 2 Adelaide
Street West, Suite 301, Toronto, Canada (the Corporation) to the undersigned and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the undersigned hereby fully and completely release and
forever discharge the Corporation, its directors, officers, subsidiaries,
shareholders, partners, employees and any other of its representatives from any
and all actions, causes of actions, claims and demands, for damages, loss or
injury, howsoever and wherever arising, which heretofore may have been or may
hereafter be sustained by the undersigned in connection with or arising out of
any and all relationships including but not limited to consulting and employment
of the undersigned with the Corporation, its subsidiaries IL Data Corporation,
Inc.,  IL Data Canada Inc. and the business conducted through the web site known
as Investorlinks.com.

          AND FOR THE SAID CORPORATION the undersigned hereby donates to the
treasury of the Corporation, Five Hundred Thousand (500,000) common shares
issued in the capital of the Corporation and cancels the options to buy Ninety
Thousand (90,000) common shares of the Corporation held by the undersigned.

          AND FOR THE SAID CORPORATION the undersigned represent and warrant
that the undersigned has not assigned to any person, firm or corporation any of
the actions, causes of action, claims or demands which it releases by this
Release.

          THE UNDERSIGNED agrees to maintain the terms of this settlement and
any matter in dispute with the Corporation or its subsidiaries, in confidence
and further agrees that the circumstances surrounding the execution of this
Release will not be reported to any other party or organization save and except
as required by relevant regulatory authorities.

          ALL OF THE FOREGOING shall inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and representatives and be
binding upon the parties hereto and their respective successors, assigns, heirs
and representatives.

          IN WITNESS WHEREOF the undersigned has executed this Agreement in the
presence of the witness whose signature is subscribed below.

          EXECUTED at Charlottesville, Virginia this 1/st/ day of March 2001.




______________________________               _________________________________
Witness                                      George Stubos

EX-3.83

                                                                    EXHIBIT 3.83

                                    RELEASE
                                    -------


          IN CONSIDERATION of the sum of Twenty-five thousand United States
dollars (US $25,000.00) to be paid by Investorlinks.com Inc., a company
incorporated in the Province of Ontario, Canada, with offices at 2 Adelaide
Street West, Suite 301, Toronto, Canada (the Corporation) to the undersigned and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the undersigned hereby fully and completely release and
forever discharge the Corporation, its directors, officers, subsidiaries,
shareholders, partners, employees and any other of its representatives from any
and all actions, causes of actions, claims and demands, for damages, loss or
injury, howsoever and wherever arising, which heretofore may have been or may
hereafter be sustained by the undersigned in connection with or arising out of
any and all relationships including but not limited to employment and consulting
of the undersigned with the Corporation, its subsidiaries IL Data Corporation,
Inc.,  IL Data Canada Inc. and the business conducted through the web site known
as Investorlinks.com.

          AND FOR THE SAID CONSIDERATION the undersigned hereby donates to the
treasury of the Corporation, Five Hundred Thousand (500,000) common shares
issued in the capital of the Corporation and cancels the options to buy Ninety
Thousand (90,000) common shares of the Corporation held by the undersigned.

          AND FOR THE SAID CONSIDERATION the undersigned represent and warrant
that the undersigned has not assigned to any person, firm or corporation any of
the actions, causes of action, claims or demands which it releases by this
Release.

          THE UNDERSIGNED agrees to maintain the terms of this settlement and
any matter in dispute with the Corporation or its subsidiaries, in confidence
and further agrees that the circumstances surrounding the execution of this
Release will not be reported to any other party or organization save and expect
as required by relevant regulatory authorities.

          ALL OF THE FOREGOING shall inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and representatives and be
binding upon the parties hereto and their respective successors, assigns, heirs
and representatives.

          IN WITNESS WHEREOF the undersigned has executed this Agreement in the
presence of the witness whose signature is subscribed below.

          EXECUTED at this 1st day of March, 2001.



-------------------------------                  -------------------------------
Witness                                          Christos Livadas

EX-3.84

                                                                    EXHIBIT 3.84

                                    RELEASE
                                    -------

          IN CONSIDERATION of the sum of Two Hundred and Nine Thousand United
States dollars (US $209,000.00) to be paid immediately and the sum of Sixty
Thousand United States dollars (US $60,000.00) to be paid under the Consulting
Agreement as set forth and described in the attached Schedule "A" by
Investorlinks.com Inc., a company incorporated in the Province of Ontario,
Canada, with offices at 2 Adelaide Street West, Suite 301, Toronto, Canada (the
Corporation) to the undersigned and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the undersigned being
Sierra Holdings Limited and Frank Kollar (hereinafter referred to as the
"Undersigned Parties") hereby fully and completely release and forever discharge
the Corporation, its directors, officers, subsidiaries, shareholders, partners,
employees and any other of its representatives from any and all actions, causes
of actions, claims and demands, for damages, loss or injury, howsoever and
wherever arising, which heretofore may have been or may hereafter be sustained
by the Undersigned Parties in connection with or arising out of any and all
relationships including but not limited to employment and consulting of the
Undersigned Parties with the Corporation, its subsidiaries IL Data Corporation,
Inc., IL Data Canada Inc. and the business conducted through the web site known
as Investorlinks.com.

          AND FOR THE SAID CONSIDERATION the Undersigned Parties hereby donate
to the treasury of the Corporation, Three Million, Eight Hundred and Ninety
Thousand (3,890,000) common shares issued in the capital of the Corporation and
cancels the options held to buy Two Hundred and Ninety Thousand (290,000) common
shares of the Corporation.

          AND FOR THE SAID CONSIDERATION the Undersigned Parties represent and
warrant that the Undersigned Parties have not assigned to any person, firm or
corporation any of the actions, causes of action, claims or demands which it
releases by this Release.

          THE UNDERSIGNED PARTIES agree to maintain the terms of this settlement
and any matter in dispute with the Corporation or its subsidiaries, in
confidence and further agrees that the circumstances surrounding the execution
of this Release will not be reported to any other party or organization save and
except as required by relevant regulatory authorities.

          ALL OF THE FOREGOING shall inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and representatives and be
binding upon the parties hereto and their respective successors, assigns, heirs
and representatives.


          IN WITNESS WHEREOF the undersigned has executed this Agreement under
seal in the presence of the witness whose signature is subscribed below and has
executed this Agreement by proper signing officers under their respective
corporate seals.

          EXECUTED at Charlottesville, Virginia this 1/st/ day of March 2001.

                                   Sierra Holdings Limited


_______________________________    Per____________________________c/s
Witness                            Name:
                                   Title:
                                   Authorized Signing Officer


_______________________________    __________________________________
Witness                            Frank Kollar


                                 Schedule "A"

                             CONSULTING AGREEMENT
                             --------------------

          THIS AGREEMENT made effective the 1st day of March, 2001 (the
"Effective Date").

B E T W E E N:

                 INVESTORLINKS.COM INC., corporation incorporated under the laws
                 of the Province of Ontario

                 (hereinafter referred to as the "Corporation")

                                                               OF THE FIRST PART

                 - and -

                 FRANK KOLLAR, a businessperson residing in
                 Charlottesville, VA.

                 (hereinafter referred to as the "Consultant")

                                                              OF THE SECOND PART


          WHEREAS the Consultant has developed certain considerable expertise in
the area of internet commerce and related industries and, in particular, the
maintenance and operations of corporate entities in such business;

          WHEREAS the Corporation is engaged in the business of owning and
operating, through its wholly owned subsidiary, the internet investment site
www.investorlinks.com, which provides certain news services (the "Business");


          AND WHEREAS the Corporation desires to obtain and apply the expertise
of the Consultant to the Business by adding the Consultant to the Corporation's
Operations and Maintenance.

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto) the parties make the arrangements and
acknowledgements hereinafter set forth:

1.   Consulting Services - The Corporation hereby retains the services of the
     -------------------
          Consultant and the Consultant hereby agrees to provide the consulting
          services (the "Services") to the Corporation described in this
          Agreement, by acting as a member of the Corporation's Operations and
          Maintenance Team, to provide such Services to benefit determination
          and implementation of the Corporation's plans for its Business.

2.   Scope of Services - On Operations and Maintenance Team, with the obligation
     -----------------
          of providing advice to the Corporation's Board of Directors concerning
          the Business, the Consultant shall present to the best of the
          Consultant's ability the Business and profile of the Corporation to
          members of the public to maximize the Corporation's public exposure,
          together with such other ancillary and related duties as the
          Corporation may reasonably require from time to time, and shall commit
          such time, effort and attention to the business and affairs of the
          Corporation as required to fulfill the Consultant's obligations
          hereunder in a professional and competent manner. Without limiting the
          generality of the foregoing, the Consultant shall meet with management
          of the Corporation to fully familiarize with the Corporation, the
          Business and its business plans and shall attend and arrange for such
          meetings on behalf of the Corporation as may be necessary to
          effectively determine and implement the plans of the Corporation and
          the Business in the manner contemplated hereunder. All materials
          utilized by the Consultant in carrying out the Services shall be
          subject to the prior written consent of the Corporation and the
          Consultant acknowledges and agrees it will not utilize any information
          about the Corporation or the Business, whether oral or written, if
          such information may not be disseminated under applicable laws and
          regulations, including, without limiting the generality of the
          foregoing, timely disclosure obligations, forward oriented financial
          information and insider trading. Any failure by the Consultant to
          adhere to these requirements will result in all consequences thereof
          being the sole responsibility of the Consultant.

3.   Qualifications - The Consultant represents that he has all the necessary
     --------------
          knowledge, experience, abilities, qualifications and contacts to
          effectively perform the Services. The Consultant represents that the
          Consultant shall provide the Services in such manner as to permit the
          Corporation to have full benefit of the Consultant's knowledge,
          experience, abilities, qualifications and contacts and to provide the
          Services in strict compliance with all applicable laws and
          regulations.


                                      -5-

4.   Term - This Agreement is effective as of the Effective Date and shall
     ----
          remain in force, for a period of 6 months.

5.   Compensation - In full consideration of the Consultant's Services
     ------------
          hereunder, the Corporation shall compensate the Consultant the sum of
          $10,000 US per month beginning March 1, 2001.

6.   Confidential Information
     ------------------------

     (1)  As used herein the words "Confidential Information" include:

          (1)       such information as a director, officer or senior employee
               of the Corporation may from time to time designate to the
               Consultant as being included in the expression "Confidential
               Information";

          (2)       any secret or trade secret or know how of the Corporation or
               any information relating to the Corporation or to any person,
               firm or other entity with which the Corporation does business
               which is not known to persons outside the Corporation;

          (3)       any information, process or idea that is not generally known
               outside of the Corporation;

          (4)       all proprietary and financial information relating to the
               Corporation;

          (5)       all computer programs including algorithms, specifications,
               flow charts, listings, source codes and object codes either owned
               by the Corporation or to which the Corporation has access and
               wishes to keep confidential; and

          (6)       all investor information and lists owned by the Corporation.

          The Consultant acknowledges that the foregoing is intended to be
          illustrative and that other Confidential Information may currently
          exist or arise in the future.

     (2)  The Corporation and the Consultant acknowledge and agree that the
          relationship between them is one of mutual trust and reliance.

     (3)  The Consultant acknowledges that the Consultant may be exposed from


                                      -6-

          time to time to information and knowledge, including Confidential
          Information, relating to all aspects of the business of the
          Corporation, the disclosure of any of which to the Corporation's
          competitors, customers, or the general public may be highly
          detrimental to the best interests of the Corporation.

     (4)  The Consultant acknowledges that the business of the Corporation
          cannot be properly protected from adverse consequences of the actions
          of the Consultant other than by restrictions as hereinafter set forth.

     (5)  The Consultant agrees not to disclose at any time, either during or
          after the termination of the Consultant's relationship with the
          Corporation, to any person any Confidential Information except as
          authorized expressly in writing by a director of the Corporation
          unless such Confidential Information has ceased to be confidential.

     (6)  In the event this Agreement is terminated for any reason whatsoever,
          whether by affluxation of time or otherwise, the Consultant shall
          forthwith upon such termination return to the Corporation each and
          every copy of any Confidential Information (including all notes,
          records and documents pertaining thereto) in the possession or under
          the control of the Consultant at that time.

7.   Use of Consultant's Work - Notwithstanding any other provisions of this
     ------------------------
          Agreement, the Corporation shall not be bound to act on or otherwise
          utilize the Consultant's advice or materials produced by the
          Consultant in the performance of the Services or in the Consultant's
          role as a member of the Corporation's Advisory Board.

8.   Compliance with Laws - The Consultant shall in the performance of this
     --------------------
          Agreement comply with all laws, regulations and orders of the federal
          laws of Canada and of the province of Ontario.

9.   Independent Contractor - The Consultant shall provide the Services to the
     ----------------------
          Corporation as an independent contractor and not as an employee of the
          Corporation and acknowledges that an employer-employee relationship is
          not created by this Agreement. The Consultant shall have no power or
          authority to bind the Corporation or to assume or create any
          obligation or responsibility, expressed or implied, on the
          Corporation's behalf, or in its name, nor shall he represent to anyone
          that he has such power or authority, except as expressly provided in
          this Agreement.

10.  Termination -
     -----------


                                      -7-

     1         This Agreement shall, if not previously terminated as provided
          for herein, automatically be determined at the close of business on
          August 31, 2001.

     2         Either or both of the Corporation and the Consultant may
          terminate this Agreement in the event that the Corporation or the
          Consultant is in material breach of any of the terms or conditions of
          the Agreement, if such breach has not been cured within ten (10) days
          of service on the Corporation or the Consultant of written notice of
          such breach.

     3         This Agreement shall be terminated automatically and with
          immediate effect if at any time either the Corporation or the
          Consultant becomes insolvent or voluntarily or involuntarily bankrupt,
          or makes an assignment for the benefit of its or her creditors, or if
          the Consultant dies.

     4         In no event shall either the Corporation or the Consultant be
          under any obligation to renew or extend the term thereof, nor shall
          the Corporation or the Consultant be entitled to any termination
          payment, compensation or other payment of any nature or kind
          whatsoever not specifically provided for in this Agreement when this
          Agreement terminates, for whatever cause whether by affluxion of time
          or otherwise.

11.  Assignment - The Consultant shall not assign, transfer, sub-contract or
     ----------
          pledge this Agreement or any rights or the performance of any
          obligation arising under this Agreement, without the prior written
          consent of the Corporation.

12.  Survival - Any terms or conditions of this Agreement by which obligations
     --------
          of either party are applicable or which extend or may extend beyond
          termination of this Agreement (whether expressly or by implication)
          shall survive and continue in full force and effect notwithstanding
          such termination. Without limitation, the parties acknowledge that
          Sections 6 and 10 shall survive termination of this Agreement.

13.  Governing Law - This Agreement and the rights and obligations and relations
     -------------
          of the parties hereto shall be governed by and construed in accordance
          with the laws of the Province of Ontario and the federal laws of
          Canada applicable therein (but without giving effect to any conflict
          of laws rules). The parties hereto agree that the Courts of Ontario
          shall have jurisdiction to entertain any action or other legal
          proceedings based on any provisions of this Agreement. Each party
          hereto does hereby attorn to the jurisdiction of the Courts of the
          Province of Ontario.

14.  Partial Invalidity - In any provision of this Agreement or the application
     ------------------
          thereof


                                      -8-

          to any person or circumstance shall, to any extent, be invalid or
          unenforceable, the remainder of this Agreement, or the application of
          such provision to persons or circumstances other than those as to
          which it is held invalid or unenforceable, shall not be affected
          thereby and each provision of this Agreement shall be valid and
          enforced to the fullest extent permitted by law and be independent of
          every other provision of this Agreement.

15.  Further Assurances - Each party hereto agrees from time to time, subsequent
     ------------------
          to the date hereof, to execute and deliver or cause to be executed and
          delivered to the other of them such instruments or further assurances
          as may, in the reasonable opinion of the other of them, be necessary
          or desirable to give effect to the provisions of this Agreement.

          IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the 1st day of March 2001, with the intention that it shall be effective as of
the effective date.

SIGNED, SEALED AND DELIVERED
                                             )INVESTORLINKS.COM INC.
     in the presence of                      )
                                             )
                                             )
                                             )__________________________________
                                             ) Per:  Romaine Gilliland,
                                                     President
                                             )
                                             )
                                             )
                                             )
                                             )
____________________________________________ )__________________________________
Witness                                      )Frank Kollar

EX-3.85

                                                                    EXHIBIT 3.85

[LOGO OF CROSSBEAM.COM]
  web site development


www.crossbeam.com


Letter of Agreement
================================================================================

May 11, 2001

To:      James C Cassina/Investorlinks.com Inc.
From:    Elizabeth J. Kirkwood/Crossbeam.com
Subject: Letter of Agreement for web site services


This letter outlines our agreement to undertake the deconstruction and
maintenance of www.investorlinks.com.
               ---------------------

1. Services
   --------

Carry out an overhaul of the site by eliminating the following sections: Tools,
Register with InvestorLinks, Commentaries, Free Newsletters, Top Site Winners
and Traders Bookstore.

Approach Stockhouse Media regarding continuing the private label Bullboards and
Portfolio Tracker, as well as the stock Quotes.

Negotiate the termination of the services agreement between Stockhouse Media and
Investorlinks.com with the objective of maintaining the current service at no
cost to Investorlinks.

Communicate with current advertisers with a view to maintain a relationship
during overhaul of site.

2. Fees
   ----

   Investorlinks agrees to pay Crossbeam as follows:

          Website Deconstruction:       $4,000.00

          Maintenance:                  $2,000.00 per month

                                                                               1


3. Terms of Payment
   ----------------

   An initial payment of $5,134 is due upon the signing of this contract. This
   represents the deconstruction fee and a pro rated (20/31sts) of the first
   months maintenance fee.

   Monthly invoices will be rendered at the first of each month during the
   contract.


4. Approval
   --------

   Any additional elements and fees not outlined in this contract will be
   submitted to Investorlinks.com Inc. for approval in writing before work is
   undertaken.


5. Duration of Agreement
   ---------------------

   Projects covered under this agreement will be undertaken over a six month
   period commencing May 11, 2001 and terminating November 30, 2001. Subject to
   paragraph 6, the Agreement shall automatically be renewed for additional six
   month terms.


6. Cancellation
   ------------

   Both Investorlinks.com. and Crossbeam.com have the right to cancel this
   agreement upon thirty days notice.


7. Server Access and Co-operation
   ------------------------------

   Investorlinks.com will provide Crossbeam all of the information access
   required for it to access the servers located in Charlottesville, Virginia.
   Investorlinks.com will also request the co-operation of the personnel in
   Charlottesville in the turnover of the site and the relocation of any
   computers, or otherwise from the corporate officers to the server location.


________________________                     _________________________
Crossbeam Limited                            Investorlinks.com Inc.
Elizabeth J. Kirkwood                        James C. Cassina

                                                                               2

EX-3.86

                                                                   EXHIBIT 3.86

                          Website Publisher Agreement
                          ---------------------------

     This Website Publisher Agreement (the "Agreement") is effective as of the
__ day of _______, 2001 (the "Effective Date"), by and between Engage, Inc.
("Engage") with its principal place of business located at 100 Brickstone
Square, Andover, MA 01810 and ______________________ located at
__________________________________ the ("Company").

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Engage and Company agree to the
following:

1.   Engage Responsibilities.

(a)  License. Company hereby grants Engage the right, in accordance with the
     -------
terms of this Agreement, to sell advertising space on the Company's Website as
indicated on Attachment A. Engage will (i) solicit the purchase of online
advertising inventory from advertisers and advertising agencies (collectively,
the "Advertisers"); and (ii) serve, report and track advertising campaigns
("Campaigns") run on such inventory, (collectively, the "Services"), with
respect to Company's web site(s) (the "Website") set forth in Schedule 1
("Schedule 1") to this Agreement.
  ----------

(b)  Ad Serving; Reporting and Specific Requests.
     -------------------------------------------

     (i)    Ad Serving. All Campaigns sold by Engage shall be controlled and
            ----------
served by Engage at no additional cost to Company. Company shall allocate to
Engage the advertising impressions inventory ("Impressions") as defined in
Attachment A; and Engage shall have reasonable discretion over the content and
nature of the advertising inventory that will be sold by Company.

     (ii)   Reporting. Engage shall use commercially reasonable efforts to
            ---------
provide Company with the following: (a) twenty-four (24) hour seven (7) day a
week access to online reporting; and (b) revenue reports that detail Engage
generated activity on the Website, including each Advertiser, its duration and
the number of Impressions.

     (iii)  Specific Requests.  If Company requests that specific paid or non-
            -----------------
paid Campaigns, including, without limitation, house banners, which are not sold
as a result of the Services, be served by Engage, Company shall pay Engage a fee
of $1.00 per thousand impressions for all costs associated with serving,
auditing and reporting with respect to such Campaigns ("Serving Fee").  Engage
may at its option, invoice Company for such fees or deduct such fees from
payments owed to Company for royalty payments.

2.   Company's Responsibilities.

(a)  Valid Impressions. Company shall not run "robots" or "spiders" against its
     -----------------
web site(s) or use any means to artificially increase the number of Impressions
or Clickthroughs available including but not limited to encouraging users to
click on banners with offers of cash, prizes or anything else of value in
exchange for services. For purposes of clarification, a Clickthrough is
generated when a user clicks with their mouse on an Advertiser's message in
order to move to the Advertiser's web site. Failure to comply with this Section
will result in termination of the Services and Engage reserves the right to
withhold payment.

(b)  Co-operation. Company shall cooperate with any reasonable Engage efforts or
     ------------
initiatives relating to auditing sites on the Engage network, obtaining enhanced
demographic information about visitors to Website(s), or other activity designed
to increase the value of the Engage network.

(c)  Privacy Policy. Company will post a privacy policy on the Website that
     --------------
includes the following statement:

     This site uses the services of Engage for the serving and/or targeting of
     ads, promotions and other marketing messages.  To do this, Engage collects
     anonymous data typically through the use of cookies.  To learn more about
     Engage, including your ability to opt out of the Engage system, go to
     http://www.engage.com/privacy.
     -----------------------------

Campaigns will not be sold until Company has posted the above privacy policy.
Serving of Campaigns may be suspended or terminated upon the direction of Engage
if Company breaches its obligations under this Section 2 (c), including if the
privacy language is removed or modified without prior approval from Engage.

(d)  Data Use.  Engage will have the right to collect anonymous data through
     ---------
unique identifiers and/or cookies on ads served. This anonymous data is used for
tracking, reporting and targeting in and on the Engage network. Engage
represents and warrants that it will not (i) store personal information, (ii)
sell, report or transfer unprocessed anonymous data from Company to any third
party, or (iii) aggregate or present anonymous data in a form or manner that
would permit a third party to identify any individual's personal information or
identify the data as associated with Company.

Rev 1.2                                1                            CONFIDENTIAL


3.   Marketing Responsibilities.

(a)  Promotion and Approval.  Engage in its sole discretion, shall have the
     ----------------------
right to place the name and/or logo of Company on Engage's web site and within
Engage's media kit and hot link to Company's Website.

(b)  Marketing Materials.  Company acknowledges that Engage may market and
     -------------------
promote the Website to potential Advertisers, by such means as it deems
appropriate, including, without limitation, listing the Website in directories,
trade publications, Engage proposals and presentations, advertisements, and
other promotional opportunities.

(c)  Press Releases.  Except as required by law or as authorized by this
     --------------
Agreement, both parties must approve in writing all press releases or
announcements referring to the Agreement or the Engage/Company relationship
prior to their release to the press or any third party. Engage does not need to
obtain prior written consent from Company for any press release in which
Company's Website is listed among other Websites represented by Engage as part
of an Engage network.

4.   Fees.  The fees in this Agreement are set forth in Attachment A.

5.   Billing and Payment.

(a)  Billing and Payment. Engage shall, on behalf of Company, be responsible for
     -------------------
invoicing and collecting all revenue from Campaigns. Engage shall remit amounts
due to Company within sixty (60) days following the end of each month in which a
Campaign generated advertising revenue on the Website, regardless of whether
Engage collects advertising revenue from Advertisers for such Campaigns. For
example, Engage will send Company payment by April 1 for Campaigns placed during
the month of January. An Engage payment report summarizing Company's activity
will accompany each payment. Engage will accrue and hold monthly payments due to
Company until the aggregate amount due exceeds $100. Engage shall remit payments
to:

          (Contact Name)
          (Title)
          (Company)
          (Address)
          (Telephone)
          (Fax)
          (Email)

(b)  Discrepancies.  Company has 30 days from the receipt of payment to report
     -------------
any discrepancy or to question the payment. Engage and Company will use their
best efforts to resolve any discrepancy or question quickly and fairly. In case
of a discrepancy between any report generated by Engage's online reporting
application and Engage's final billing information, the billing information will
control.

6.   Ad Blocking.  Engage provides an automated procedure for blocking selected
Advertisers or advertisements from appearing on the site. Company is responsible
for utilizing Engage's ad blocking system in accordance with the procedures set
forth on Engage's web site. Company acknowledges that Engage's ad blocking
system provides adequate protection against the appearance of unwanted or
inappropriate advertisements or Advertisers on Company's ad spaces. Company
agrees that Engage shall not be liable for the content of any advertisements
delivered by Engage on Company Website.

7.   Confidential Information. The term "Confidential Information" shall mean
this Agreement, and all information disclosed by a party ("Disclosing Party") to
the other party ("Receiving Party") in any form disclosed or made available by
the Disclosing Party to the Receiving Party that the Receiving Party knows or
has reason to know (either because such information is marked or otherwise
identified by the Disclosing Party orally or in writing as confidential or
proprietary), has commercial value, or because it is not generally known in the
relevant trade or industry.  Each party shall take appropriate measures by
instruction and agreement prior to disclosure to any employees to assure against
unauthorized use or disclosure, and such employees shall have agreed in writing
to maintain the confidentiality of such information. The Receiving Party shall
have no obligation with respect to information which (i) was rightfully in
possession of or known to the Receiving Party without any obligation of
confidentiality prior to receiving it from the Disclosing Party; (ii) is, or
subsequently becomes, legally and publicly available without breach of this
Agreement; (iii) is rightfully obtained by the Receiving Party from a source
other than the Disclosing Party without any obligation of confidentiality; or
(iv) is disclosed by the Receiving Party under a valid order of a court or
government agency, provided that the Receiving Party provides prior written
notice to the Disclosing Party of such obligation and the opportunity to oppose
such disclosure. Upon written demand of the Disclosing Party, the Receiving
Party shall cease using the Confidential Information provided by the Disclosing
Party and return the Confidential Information and all copies, notes or extracts
thereof to the Disclosing Party within seven (7) days of receipt of notice.

Rev 1.2                                2                            CONFIDENTIAL


8.   Company's Representations and Warranties. Company represents and warrants
that the Website shall not contain, or contain links to, content promoting the
use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or
adult-oriented content; user-generated content (guest books, forums, message
boards, discussion boards); expletives or inappropriate language; content
promoting illegal activity, such as copyright infringement, racism, hate,
"spam," mail fraud, pyramid schemes, or investment opportunities or advice not
permitted under applicable law; content that is libelous, defamatory, contrary
to public policy, or otherwise unlawful, or any other content deemed
inappropriate by Engage in its sole discretion. Company shall defend, hold
harmless and indemnify Engage from and against any third party claim related to
or arising from the Website content or links.

9.   Warranty Disclaimer.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES
PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY
EXPRESS OR IMPLIED WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT
LIMITATION, NETWORK FAILURES, THIRD-PARTY AD SERVING DIFFICULTIES, SOFTWARE
PROGRAMS, SERVICES PROVIDED HEREUNDER, OR ANY OUTPUT OR RESULTS THEREOF.  EACH
PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.

10.  Limitation of Liability.  COMPANY'S SOLE REMEDY AND ENGAGE'S TOTAL
LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER,
WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED FEES PAID TO
ENGAGE FOR CAMPAIGNS RUN ON COMPANY'S BEHALF OR $50,000, WHICHEVER IS LESS.
COMPANY RECOGNIZES THAT FEES HEREUNDER ARE BASED IN PART ON THE WARRANTY,
LIMITATION OF LIABILITY AND REMEDIES AS SET FORTH HEREIN.

11.  Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,
LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS ARISING HEREUNDER OR FROM THE
PROVISION OF SERVICES, INCLUDING ADVERTISING ON THE WEBSITE, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO
INDEMNIFICATION OR INTENTIONAL MISCONDUCT.

12.  Term and Termination.

(a)  Term.  The specific term of this Agreement is set forth in Attachment A.
     ----

(b)  Breach and Cure. This Agreement may be terminated immediately by either
     ---------------
party upon a material breach by the other party. Notwithstanding the foregoing,
if such breach is curable, the other party may only terminate this Agreement if
the party in breach fails to cure such breach within 30 days from receipt of
written notice from the other party. In the event of termination pursuant to
this section, all Net Advertising Revenue due Company (minus all Engage fees and
any other amounts to which Engage is lawfully entitled) prior to termination
shall be paid in accordance with this Agreement.

(c)  Immediate Termination or Suspension of Services.  Notwithstanding any other
     -----------------------------------------------
provision of this Agreement, Engage may, in its sole discretion, decide to
immediately terminate this Agreement or suspend the Services by providing
written notice to Company if (i) Engage determines that continuing to provide
services to the Website conflicts with Engage standards and the standards being
set by other websites in Engage's network; (ii) if Company fails to comply with
the Privacy Policy requirements stated in Section 2 (c); or (iii) if Company
fails to deliver to Engage a minimum of seventy-five (75%) percent of the
Allocated Monthly Impressions or Allocated Weekly Impressions, as the case may
be, each month for a period of three (3) consecutive months.

13.  Non-Solicitation.  Company agrees that during the Initial Term and all
Renewal Terms of this Agreement and for a period of six months following the
expiration or termination of this Agreement, Company shall not solicit the
services of any Engage employee, including, without limitation, as a full or
part-time employee or independent contractor.

14.  Miscellaneous. Sections 5, 7, 8, 9, 10, 11, 12, 13, and 14 and the
accompanying provisions of any Attachment shall survive expiration or earlier
termination of this Agreement.  Nothing in this Agreement shall be deemed to
create a partnership or joint venture between the parties and neither Engage nor
Company shall hold itself out as the agent of the other, except as set forth in
this Agreement.  Neither party shall be liable to the other for delays or
failures in performance resulting from causes beyond the reasonable control of
that party.  Any notice required or permitted to be given by either party under
this Agreement shall be in writing and shall be personally delivered or sent by
a reputable overnight mail service (e.g., Federal Express), or by first class
mail (certified or registered).  Failure by either party to enforce any
provision of this Agreement shall not be deemed a waiver of future enforcement
of that or any other provision.  Any waiver, amendment or other modification of
any provision of this Agreement shall be effective only if in writing and signed
by the parties.

Rev 1.2                                3                            CONFIDENTIAL


This Agreement shall be interpreted under the laws of the Commonwealth of
Massachusetts.  This Agreement may not be assigned by Company without the prior
written consent by Engage.  This Agreement shall be binding on permitted
successors and assigns.  This Agreement, including all Attachments which are
incorporated herein by reference, constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes and replaces
all prior and contemporaneous understandings or agreements, written or oral,
regarding such subject matter.

IN WITNESS OF THE FOREGOING, the parties have caused the Agreement to be signed
by an authorized representative as of the Effective Date set forth above.

ENGAGE, INC.                       COMPANY________________________

By: ___________________________    By: ___________________________

Name: _________________________    Name: _________________________

Title: ________________________    Title: ________________________

Rev 1.2                                4                            CONFIDENTIAL


                                  Schedule 1

     This Schedule dated ____________ supersedes any previous drafted Schedule.
     Services by Engage for Company includes the following Website(s):
     Site Name -

Rev 1.2                                5                            CONFIDENTIAL




                          Attachment A Site Specific

1.   Fulfillment of Advertising Campaigns.  Company shall accept and use its
     ------------------------------------
best efforts to fulfill, all Campaigns referred to the Company by Engage as a
result of the Services in a timely manner.

2.   Default Banners.  If Engage has no paid Campaigns to serve, Engage shall
     ---------------
not charge Company a fee to serve standard sized house banners (468 x 60 or 125
x 125 pixels) as default campaigns.

3.   Impressions. Company shall allocate a minimum of ___________ advertising
     -----------
impressions ("Impressions") per month to Engage (the "Allocated Monthly
Impressions").  Company shall place a maximum of one (1) Impression on each page
of the Website, unless Company receives Engage's prior written consent.  The
Allocated Monthly Impressions shall arise from a cross section of all available
Impressions on the Website.  Company must notify Engage by the fifteenth (15th)
day of the preceding month of a ten (10%) percent or more increase or decrease
in the Allocated Monthly Impressions for the following month.

4.   Website Information.  Upon execution of this Agreement, Company shall
     -------------------
provide Engage with the following information: (i) available demographic and
psychographic (interest and behavioral) information regarding the Website's
audience, (ii) description of the Website by section, (iii) advertising and
sponsorship opportunities, (iv) marketing information, and (v) contact
information.  Company shall ensure that all information provided to Engage is
current and complete, and shall advise Engage of new opportunities and
advertising prospects regarding the Website and Website features offered by
Company. Company acknowledges that Engage has no responsibility to review the
content of its Website(s).

5.   Tracking. Upon execution of this Agreement, Company shall provide Engage
     --------
with a detailed inventory projection analysis of the Website's traffic,
including visitor and page view totals for its primary sections.

6.   Editorial Policy.  Upon execution of this Agreement, Company shall provide
     ----------------
Engage with the editorial policy of the Website.

7.   In-House Sales. Engage acknowledges that Company's in-house sales force
     --------------
shall have the right to continue its advertising sales efforts during the
Initial Term and all Renewal Terms of this Agreement.  Engage and Company agree
to cooperate to prevent duplication of sales efforts and conflicts and to inform
each other of targeted Advertisers.  To facilitate this process, Company shall
provide Engage with a written report each month, which shall include the names
of all potential Advertisers being solicited by Company, number of Impressions
and dates and duration of the advertising Campaign.  In addition, all
Advertisers listed on Schedule 2 ("Schedule 2") and made a part of this
Agreement shall be retained by Company as its house account list to be solicited
by Company's in-house sales force.  If Company executes an insertion order with
an Advertiser that is not listed on Schedule 2, then Company must remit payment
to Engage of the Engage royalty, as set forth below, from revenue derived from
such Advertiser's Campaign.  Company may modify Schedule 2 once every six (6)
months commencing on the Effective Date upon thirty (30) days written notice to
Engage.  For the avoidance of doubt, if Company modifies Schedule 2 to add an
Advertiser to its house account list, which Advertiser has executed an insertion
order with Engage prior to such modification, then Company must honor and
fulfill such insertion order.

8.   HTML Changes. Company shall make all necessary HTML changes with respect to
     ------------
the ad code so as to enable Engage to deliver Impressions to Advertisers in
accordance with this Agreement.

9.   Refresh Rates. Company may refresh banner rotations only for pages that
     -------------
have video broadcast, audio broadcast, or active gaming content. Such ads must
not be refreshed more frequently than once every three (3) minutes.

10.  Promotional Material. Company shall provide Engage with reasonable amounts
     --------------------
of Company's promotional materials.

11.  Registry as partner.  Company authorizes Engage to register as Company's
     -------------------
partner in all relevant periodicals, directories, and other marketing sources
identified by Engage and approved in advance by Company within the scope of and
during the Initial Term and all Renewal Terms of this Agreement.

Rev 1.2                         Attachment A-1                      Confidential


12.  Royalty. For all Campaigns, Engage shall pay Company a royalty of (50%)
     -------
percent of all Net Advertising Revenue. "Net Advertising Revenue" is defined as
gross advertising revenue invoiced by Engage arising out of Campaigns sold and
placed on the Website by Engage during the term of this Agreement, less third
party advertising agency fees, technology fees, where applicable, and credits
(other than bad debt), refunds and sales or use taxes.

13.  Promotional Impressions.  Company agrees to provide up to five percent of
     -----------------------
its delivered Impressions to Engage free of charge for use in product
development and promotional purposes.

14.  Term and Termination.  This Agreement shall have an initial term of 90 days
     --------------------
from the Effective Date (the "Initial Term"), at which point both companies will
have the option of renewing the Agreement for periods of one year thereafter
(each, a "Renewal Term"). Company agrees to fulfill all Campaigns Engage has
accepted on Company's behalf prior to termination.

15.  Fee Revenue. Engage shall continue to collect advertising revenue on behalf
     -----------
of Company and pay Company a commission for a period of six months following
expiration or termination of the Agreement.

Rev 1.2                         Attachment A-2                      Confidential


                                  Schedule 2
                     In-House Account List (Site Rep only)

This Schedule dated ____________ supersedes any previous drafted Schedule.

Engage shall not contact any of the following accounts on behalf of Company,
unless Company formally notifies Engage in writing once every six months:


Rev 1.2                         Attachment A-3                      Confidential


Summary Report
InvestorLinks
6/1/2001 - 6/6/2001  (Pacific Standard Time)

Note:
If your commission split with Engage has changed, all historical data up to and
including March 31 will reflect your new commission rate. All approximate net
revenues in SiteReporter after April 1st 2001 can be referenced as an exact
revenue figure. We require a 10-day window at the beginning of each month to
close and validate the previous month's billing.


Impressions                                                       182,067

Click Through                                                         308

Click Through Percentage                                             0.17%

Average CPM (All Impressions)                                   $    0.56

Average CPM (Sold Impressions)                                  $    0.56

Average Cost per Click                                          $    0.33

Total Approximate Net Revenue Payable by Engage Media           $   71.12

Total Approximate Gross Revenue                                 $  101.60

EX-3.87

                                                                   EXHIBIT 3.87

                                    [LOGO]
                           2 Adelaide Street, West,
                                  Suite 301,
                                Toronto, Canada
                                    M5H 1L6



June 19, 2001

Phillip Dezwirek
api electronics inc.
375 Rabro Drive,
Hauppauge, New York
New York, 11788


 Re: Non Binding Letter of Intent Regarding Potential Business Combination of
                 Investorlinks.com Inc. & api electronics inc.

Dear Mr. Dezwirek:

This letter of intent will confirm our mutual understanding regarding our
intention to complete our current negotiations and to enter into a formal
agreement for the purchase api electronics inc.,(api) by Investorlinks.com Inc.
(Investorlinks).

To date the following terms and conditions have formed the basis of our
understanding:

1)   api is a privately held New York corporation with a head office and
     operations in a 15,000 sq. ft facility located at 375 Rabro Drive,
     Hauppauge, New York 11788, which api owns,

2)   api is a manufacturer of power transistors, small signal transistors,
     tuning diodes, hybrid circuits, resistor/capacitor networks, diodes and
     other critical elements of advanced military, industrial, commercial and
     medical systems.

3)   As of fiscal year end, May 31, 2001 a convertible debenture of US
     $1,265,492 was outstanding in the capital of api,

4)   Phillip Dezwirek is the Chairman of the Board of Directors and principal
     shareholder of api,

5)   Investorlinks is a publicly held Ontario corporation having a head office
     at 2 Adelaide Street,


     West, Suite 301, Toronto, Ontario, M5H 1L6. Investorlinks is a reporting
     issuer in Ontario, and a foreign reporting issuer in the USA by virtue of
     its annual filing of Form 20-F with the United States Securities & Exchange
     Commission,

6)   Investorlinks wants to buy and the shareholders of api want to sell 100% of
     their holdings in api for the following consideration:

     .  Investorlinks to issue 6.5 million units from treasury, each unit
        comprised of one common share and one half Series A common share
        purchase warrant exercisable at $0.45 for a period of eighteen months
        from date of issue and one half Series B common share purchase warrant
        exercisable at $0.75 for a period of two years from date of issue, to
        the shareholders of api in exchange for 100% of the issued and
        outstanding capital in api.

7)   The following conditions will have to be met on or before closing:
         i.   Completion of due diligence,
        ii.   Approval of Investorlinks shareholders,
       iii.   Consolidation of the issued and outstanding capital of
              Investorlinks on the basis of 1 new share for every 3 existing
              shares,
        iv.   The conversion of a convertible debenture of US $1,265,492
              outstanding in the capital of api into api equity or the repayment
              of the debenture in full,
         v.   Regulatory approval, if required

Investorlinks, API, Dezwirek will immediately commence a due diligence review
with regards to the proposed business transaction. In the event Investorlinks or
API, or Dezwirek are not able to satisfy themselves in their due diligence
review by June 30, 2001 then the proposed business combination may not proceed
further.

Notwithstanding that this letter of intent contains many of the essential points
regarding the proposed business combination this is not intended to be a legally
enforceable letter of intent.  A significant amount of time and expense are
immediately necessary in order to proceed; including but not limited to
Investorlinks engaging certain services of its investment banker and others.
This letter is intended as confirmation of the status of our negotiations.  We
confirm that a formal and binding agreement will be entered into following
completion of negotiations as to all open terms.

Kindly confirm your acknowledgement and agreement with the terms of our
understanding as described herein by executing the duplicate copy of this letter
and returning same to me at your earliest convenience.

Yours truly,
Investorlinks.com Inc.


_____________________________
J. C. Cassina, President

                                       2


We acknowledge and agree with the terms of understanding as described herein.


api electronics inc.


_____________________________
Phillip Dezwirek, Chairman



CC:  Elizabeth J. Kirkwood, Director
     S. J. Hall, Director,
     Richard L. Lachcik, Director

                                       3

EX-3.88

                                                                  EXHIBIT 3.88


STRICTLY CONFIDENTIAL

June 26, 2001

InvestorLinks.com Inc.
Suite 301-2 Adelaide Street West
Toronto, Ontario
M5H 1L6

Attention:  Mr. James Cassina
            President and Director

Dear Mr. Cassina:

We understand that InvestorLinks.com Inc. (the "Company") would like Taurus
Capital Markets Ltd. ("Taurus") to act as exclusive advisors with respect to the
potential acquisition of (the "Purchase") api electronics inc. (the "Target").
The purpose of this letter is to confirm the appointment of Taurus as exclusive
financial advisors to the Company in connection with the Purchase and records
our mutual understanding and agreement regarding the scope and terms of our
engagement.

1.   Appointment and Engagement

By its acceptance of this letter, the Company hereby appoints Taurus, and we
agree to act, as the exclusive financial advisor to the Company in respect of
the Purchase.   The Taurus representative assigned to this project shall be P.
Gage Jull.  The engagement of Taurus shall be for a period of four months
commencing on June 26, 2001, from which date this letter agreement shall be
deemed to become effective (the "Effective Date"), unless extended by the mutual
agreement of the Company and Taurus, or unless earlier terminated by either the
Company or Taurus upon giving 30 days written notice to that effect to the
other.

2.   Services to be Rendered by Taurus.

Taurus will conduct due diligence on behalf of the Company and investigate such
aspects of the Target as may be available and advise the Company throughout the
Company's review, consideration, negotiation and structuring of the Purchase.
In carrying out this mandate Taurus will provide the following services to the
Company:

     (a)  visit the Target's plant and familiarize themselves with the business,
          operations, properties, financial condition and prospects of the
          Target;


                                      -2-


     (b)  identify and assess the benefits of the Purchase;

     (c)  consider the strategy of the Target in the context of comparable
          public companies;

     (c)  assist management of the Company in making presentations to the
          Company's board of directors concerning the result of the foregoing
          review and analysis;

     (e)  attend such meetings with the Vendor as may be requested by the
          Company.

The engagement of Taurus to perform any additional services, including for
example, providing financing for the Purchase, should that be required, will be
negotiated separate from this agreement and shall be set forth in, and subject
to the terms and conditions of, a separate or amending letter agreement.

3.   Disclosure of our Advice and this Engagement.

The Company acknowledges that all oral or written interim opinions, advice and
materials provided by Taurus to the Company in connection with Taurus'
engagement hereunder are intended solely for the benefit and internal use of the
Company (including its management, directors and counsel) and the Company agrees
that no such interim opinion, advice or material shall be used for any other
purpose or reproduced, disseminated, quoted from or referred to at any time, in
any manner or for any purpose, nor shall any public references to Taurus or this
engagement be made by the Company (or such persons) without our prior written
consent in each specific instance; provided, however, that the foregoing shall
not prevent the Company (or any affiliate thereof that proceeds with the
implementation of the Purchase) from making such disclosure which, in the
judgment of the Company, upon the advice of counsel, is required under
applicable securities laws or policy statements or stock exchange rules and
provided in any event that Taurus is given a reasonable opportunity to review
and comment thereon prior to any such disclosure being made.

4.   Consideration for Services.

The Company will pay Taurus a work fee of $15,000 plus out-of-pocket costs
associated with the trip to the Target's facility plus in the event the Purchase
is completed, the Company agrees to issue to Taurus 250,000 broker warrants for
Units on the same terms as the Units being issued to purchase the Target.  These
broker warrants will exercisable into the Units and the underlying securities
will be freely trading shares and share purchase warrants of the Company.

5.   Payment of Applicable Taxes


                                      -3-

Part of the amounts payable under paragraph 4 hereof may be subject to the
federal Goods and Services Tax and/or applicable provincial sales tax
(collectively, "tax").  Where tax is applicable, an additional amount equal to
the amount of tax owing thereon will be charged to the Company.

6.   Indemnification.

The Company hereby agrees to indemnify Taurus in accordance with Schedule "A"
hereto, which Schedule forms part of this letter agreement and the consideration
for which is the entering into of this agreement.  Such indemnity (the
"Indemnity") shall be executed and delivered to us on the execution of this
letter agreement and shall be in addition to, and not in substitution for, any
liability which the Company or any other party may have to us or other parties
may have apart from such Indemnity.  If the Company terminates Taurus'
engagement hereunder and subsequently consummates a merger, acquisition or
similar transaction within six (6) months thereafter, with persons previously
identified in writing by Taurus the full consideration referred to in paragraph
4 will become due and payable to Taurus immediately.

7.   Confidentiality.

We and each of our directors, officers, employees and agents will keep strictly
confidential the fact that such discussions are underway with the Purchasers and
will use only for the purpose of performing our obligations hereunder all
information, whether written or oral, acquired from the Company and its
subsidiaries and their respective agents and advisors in connection with our
work hereunder except information that was made available to the public prior to
our engagement or that thereafter becomes available to the public other than
through a breach by us of our obligations hereunder or was known to us prior to
our engagement and except to the extent that we are required by law or in
connection with legal process or regulatory proceedings to disclose such
information.  If we are so required to disclose any such information, we will
provide the Company with prompt notice of such requirement so that the Company
may seek an appropriate protective order.

8.   Survival of Terms.

The terms and conditions of this letter agreement and the Indemnity shall
survive the completion of our engagement hereunder.  In addition,
representations, warranties, indemnities and other agreements provided by the
Company in connection with this letter agreement shall remain in full force and
effect regardless of any investigation made by us or on our behalf.


                                      -4-

9.  Notices.

Any notice or other communication required or permitted to be given under this
letter agreement shall be in writing and shall be sufficiently given or made by
delivery or by telecopy or similar facsimile transmission (receipt confirmed) to
the respective parties as follows:

To the Company, to James Cassina at:  InvestorLinks.com Inc.
                                      Suite 301-2 Adelaide Street West
                                      Toronto, Ontario
                                      M5H 1L6

                                      Fax:   (416) 861-9623

     To Taurus, to P. Gage Jull at:   Taurus Capital Markets Ltd.
                                      Scotia Plaza, Suite 3000
                                      40 King Street West
                                      Toronto, Ontario, M5H 3Y2
                                      Fax:   (416) 361-3405

Any notice so given shall be deemed conclusively to have been given and received
when so personally delivered or so telecopied or transmitted.  Any party may
change its address by notice to the others in the manner set out above.

10.  Governing Law.

The agreement resulting from the acceptance of this engagement letter shall be
governed by and construed in accordance with the laws of the Province of
Alberta.

If the foregoing is in accordance with your understanding, please indicate your
agreement to the above terms and conditions by signing the enclosed duplicate
copy of this letter and returning it to us.

Yours very truly,

TAURUS CAPITAL MARKETS LTD.



By:  ________________________
     P. Gage Jull


                                      -5-


AGREED AND ACCEPTED as of the date first mentioned above.

INVESTORLINKS.COM INC.



By:  _________________________
     James Cassina


SCHEDULE "A"


INVESTORLINKS.COM INC. (the "Indemnitor") hereby agrees to indemnify and hold
Taurus Capital Markets Ltd. and/or any of its affiliates and subsidiaries
(collectively, "Taurus") and each and every one of the directors, officers,
employees, consultants and shareholders of Taurus (hereinafter referred to as
the "Personnel") harmless from and against any and all expenses, losses, claims,
actions, damages or liabilities, joint or several (including the aggregate
amount paid in settlement of any actions, suits, proceedings or claims and the
fees and expenses of their counsel that may be incurred in advising with respect
to and/or defending any claim that may be made against Taurus) to which Taurus
and/or  any Personnel may become subject or otherwise involved in any capacity
under any statute or common law or otherwise insofar as such expenses, losses,
claims, damages, liabilities or actions arise out of or are based, directly or
indirectly, upon the performance of professional services rendered to the
Indemnitor by Taurus and any Personnel hereunder or otherwise in connection with
the matters referred to in the attached letter agreement, provided, however,
that this indemnity shall not apply to the extent that a court of competent
jurisdiction in a final judgment that has become non-appealable shall determine
that:

     (i)  Taurus or any Personnel has been grossly negligent or dishonest or has
          committed any fraudulent act in the course of such performance; and

     (ii) the expenses, losses, claims, damages or liabilities, as to which
          indemnification is claimed were directly caused by the gross
          negligence, dishonesty or fraud referred to in (i).

The Indemnitor hereby agrees to waive any right it may have of first requiring
Taurus and/or any Personnel to proceed against or enforce any other right,
power, remedy, security or claim payment from any other person before claiming
under this indemnity.

If for any reason (other than the occurrence of any of the events itemized in
(i) and (ii) above), the foregoing indemnification is unavailable to Taurus
and/or any Personnel or insufficient to hold any of them harmless, then the
Indemnitor shall contribute to the amount paid or payable by Taurus and/or any
Personnel as a result of such expense, loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by the Indemnitor on the one hand and Taurus on the other hand, but also the
relative fault of the Indemnitor and Taurus, as well as any other relevant
equitable considerations; provided that the Indemnitor shall in any event
contribute to the amount paid or payable by Taurus as a result of such expense,
loss, claim, damage or liability any excess of such amount over the amount of
the consideration received by Taurus pursuant to the attached letter agreement.

The Indemnitor agrees that in case (i) any legal proceeding shall be brought
against the Indemnitor and/or Taurus or any Personnel by any governmental
commission or regulatory authority or any stock exchange; or (ii) an entity
having regulatory authority, either domestic or foreign, shall investigate the
Indemnitor and/or Taurus, and any


                                       7

Personnel shall be required to testify in connection therewith or shall be
required to respond to procedures designed to discover information regarding, in
connection with, or by reason of the performance of professional services
rendered to the Indemnitor by Taurus, Taurus shall have the right to employ its
own counsel in connection therewith, and the reasonable fees and expenses of
such counsel as well as the reasonable costs (including an amount to reimburse
Taurus for time spent by Personnel in connection therewith on a per diem basis
based on normal consulting fees ) and out-of-pocket expenses incurred by
Personnel in connection therewith shall be paid by the Indemnitor as they occur.

Promptly after receipt of notice of the commencement of any legal proceeding
against Taurus or any Personnel or after receipt of notice of the commencement
of any investigation which is based, directly or indirectly, upon any matter in
respect of which indemnification may be sought from the Indemnitor, Taurus will
notify the Indemnitor in writing of the commencement thereof and the Indemnitor
shall undertake the investigation and defence thereof on behalf of Taurus and/or
any Personnel, as applicable, including the prompt employment of counsel
reasonably acceptable to Taurus or the applicable Personnel affected and the
payment of all reasonable expenses. Failure by Taurus to so notify the
Indemnitor shall not relieve the Indemnitor of its obligation of indemnification
hereunder unless (and only to the extent that) such failure results in a
forfeiture by the Indemnitor or material impairment of its substantive rights or
defences.  The Indemnitor shall, throughout the course of any investigation as
contemplated herein, provide copies of all relevant documentation to Taurus,
will keep Taurus advised of the progress thereof and will discuss with Taurus
all significant actions proposed.

No admission of liability and no settlement of any action shall be made without
the prior written consent of the Indemnitor and Taurus or the Personnel
affected, such consent not to be unreasonably withheld.

Notwithstanding that the Indemnitor shall undertake the investigation and
defence of any action, Taurus or the Personnel affected shall have the right to
employ separate counsel in any such action and participate in the defence
thereof, but the fees and expenses of such counsel will be at the expense of
Taurus or the Personnel affected unless (a) employment of such counsel has been
authorized by the Indemnitor; (b) the Indemnitor shall not have assumed the
defence of the action within a reasonable period of time after receiving notice
of the action; (c) the named parties to any such action include both the
Indemnitor and Taurus or any Personnel and Taurus or the affected Personnel
shall have been advised by counsel that there may be a conflict of interest
between the Indemnitor and Taurus or the affected Personnel, as the case may be;
or (d) there are one or more legal defences available to Taurus or the affected
Personnel which are different from or in addition to those available to the
Indemnitor.

The indemnity and contribution obligations of the Indemnitor shall be in
addition to any liability which the Indemnitor may otherwise have, shall extend
upon the same terms and conditions to Taurus and the Personnel and shall be
binding upon and enure to the benefit of any successors, assigns, heirs and
personal representatives of the Indemnitor, Taurus and any Personnel.  The
Indemnitor constitutes Taurus as trustee for the other


                                       8

indemnified parties as contemplated herein of the covenants of the Indemnitor
under this Schedule "A" and Taurus hereby agrees to accept such trust and to
hold and enforce such covenants on behalf of such persons. The foregoing
provisions shall survive the completion of professional services rendered under
the letter to which this is attached or any termination of the authorization
given by the letter to which this is attached.

AGREED AND ACCEPTED as of the 26th day of June 2001.

INVESTORLINKS.COM INC.

Per:         James C. Cassina
       ------------------------------
         Authorized Signing Officer

TAURUS CAPITAL MARKETS LTD.

Per:            P. Gage Jull
       -----------------------------
         Authorized Signing Officer

EX-3.89

                                                                   EXHIBIT 3.89
                              [LETTERHEAD OF CCI]

                                                  June 26, 2001

Mr. Jim Cassina, President
InvestorLinks.com, Inc.
2 Adelaide W., Suite 300
Toronto, Ontario Canada M541L6

                            Via Fax # 416.861.9623

Dear Jim:

     Thank you for your telephone call today. I am happy that we will evidently
be able to resolve the lease situation between Gilray, LLC and IL Data, a
subsidiary of InvestorLinks.com, Inc.

     As you know, IL Data entered into a lease for office space with Gilray,
LLC, a Virginia Limited Liability Company of which I am Managing Member. The
lease was for office space in Charlottesville, Virginia and was dated July 3,
2000 with a commencement date of August 1, 2001 and a termination date of July
31, 2003. Sometime in the last several weeks, IL Data vacated the lease premises
with the exception of a number of items of office furniture.

     You and I have discussed a scenario whereby Gilray, LLC will execute a
Certificate of Satisfaction releasing IL Data and/or InvestorLinks.com of any
further responsibility under the terms of the lease. Our agreement, reached
during today's telephone conversation, is as follows:

     1.   Gilray, LLC agrees to fully release you from any further liability
          under the subject lease in exchange for the lump sum payment of
          $18,000.00 in US Dollars.

     2.   The payment shall consist of the forfeiture of the security deposit
          presently held by Gilray, LLC in the amount of $2945.00 and a
          negotiable check issued by InvestorLinks.com to Gilray, LLC in the
          amount of $15,055.00.

     3.   InvestorLinks.com agrees to convey any and all interest in the
          furniture abandoned by the tenant to Gilray, LLC and Gilray, LLC may
          dispose of such furniture as its sole discretion.


     Upon receipt of your acknowledgement of this settlement and the
aforementioned check, I will execute a Certificate of Satisfaction.

     I hope this captures the essence of our agreement. If so, please sign below
and fax a copy of this letter back to me. I will be available tomorrow and
Friday if we need to speak. I will be travelling on Thursday.

                                             Sincerely,


                                             /s/ George W. Ray, Jr.
                                             ----------------------
                                             George W. Ray, Jr.
                                             Managing Member
                                             Gilray, LLC


Approved: /s/ J. C. Cassina
         -------------------
         InvestorLinks.com


Date: 27 June, 2001
      ------------------

EX-3.90

                                                                   EXHIBIT 3.90

                                    RELEASE
                                    -------


TO:    Investorlinks.com Inc.



     I, Elizabeth J. Kirkwood, Director of Investorlinks.com Inc., hereby
release 45,000 stock options granted to me on June 26, 2000 exercisable at US
$2.55.

     DATED the 24/th/ day of July, 2001.


                                                           Elizabeth J. Kirkwood

EX-3.91

                                                                   EXHIBIT 3.91


                                    RELEASE
                                    -------


TO:                 Investorlinks.com Inc.



     I, Sandra J. Hall, Secretary and Director of Investorlinks.com  Inc.,
hereby release 45,000 stock options granted to me on June 26, 2000 exercisable
at US $2.55.


     DATED the 24/th/ day of July, 2001.




                                                       Sandra J. Hall

EX-3.92

                                                                   EXHIBIT 3.92


                               OPTION AGREEMENT


          THIS AGREEMENT made effective the 2nd day of August, 2001.


B E T W E E N:


               INVESTORLINKS.COM INC., a corporation incorporated
               pursuant to the laws of the Province of Ontario,


               (hereinafter referred to as the "Corporation")


                                                               OF THE FIRST PART

               - and -


               JAMES C. CASSINA,  a director of the Corporation,


               (hereinafter referred to as the "Purchaser")


                                                              OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable, non-transferrable option to
purchase One Hundred and Fifty Thousand (150,000) shares of the Corporation at
the exercise price of fifteen cents US ($0.15 US funds) per Optioned Share and
One Hundred and Fifty Thousand (150,000) shares of the Corporation at the
exercise price of twnety-five cents US ($0.25 US funds) per Optioned Share (the
said Three Hundred Thousand (300,000) common shares being hereinafter called the
"Optioned Shares")


3.        The Purchaser shall, subject to the terms and conditions hereinafter
set out, have the right to exercise the Three Hundred Thousand (300,000) options
hereby granted with respect to all or any part of the optioned shares at any
time or from time to time after the hold period date hereof and prior to close
of business on July 31, 2006 (Hereinafter called the "Expiry Date"). On the
Expiry Date the options hereby granted shall forthwith expire and terminate and
be of no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised. The
Optioned Shares are subject to a four-month hold period from the effective date.

4.        In the event of the death of the Purchaser on or prior to the Expiry
Dates while a director of the Corporation, the option hereby granted to the
Purchaser may be exercised, as to such of the Optioned Shares in respect of
which option has not previously been exercised as the Purchaser would have then
been entitled to purchase, by the legal personal representatives of the
Purchaser at any time up to and including (but not after) a date of six (6)
months following the date of death of the Purchaser or to the close of business
on the expiry date, whichever is earlier.

5.        In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.        If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.

7.        Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall


                                      -3-

specify the number of optioned shares in respect of which such notice is being
exercised and shall be accompanied by payment (by cash or certified cheque) in
full of the purchase price for such number of optioned shares so specified
therein. Upon any such exercise of options as aforesaid the Corporation shall
forthwith cause the transfer agent and registrar of the Corporation to deliver
to the Purchaser or his legal personal representatives (or as the Purchaser may
otherwise direct in the notice of exercise of option) within ten (10) days
following receipt by the Corporation of any such notice of exercise of option a
certificate or certificates in the name of the Purchaser or his legal personal
representatives representing in the aggregate such number of optioned shares as
the Purchaser or his legal personal representatives shall have then paid.

8.        Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.        In the event of any sub-division, re-division or change of the shares
of the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.

          In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.       The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (Including any right to receive dividends
or other distribution therefrom or thereon) other than in respect of the
Optioned Shares in respect of which the Purchaser shall have exercised his
option hereunder and which the Purchaser shall have actually taken up and paid
for.

11.       Time shall be of the essence of this Agreement.

12.       This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof.  This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.

13.       This Agreement shall be construed in accordance with and be governed
by the laws of the Province of Ontario and shall be deemed to have been made in
said Province.


                                      -4-

          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) INVESTORLINKS.COM INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:__________________________________
                              )      Sandra J. Hall, Secretary
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )    __________________________________
                              )      James C. Cassina

EX-3.93

                                                                   EXHIBIT 3.93


                               OPTION AGREEMENT

          THIS AGREEMENT made effective the 2nd day of August, 2001.

B E T W E E N:

               INVESTORLINKS.COM INC., a corporation incorporated pursuant to
               the laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART

               - and -


               SANDRA J. HALL,  a director of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.        In this Agreement the term "share" or "shares" shall mean, as the case
may be one or more common shares in the capital of the Corporation as
constituted at the date of the Agreement.

2.        The Corporation hereby grants to the Purchaser subject to the terms
and conditions hereinafter set out, an irrevocable, non-transferrable option to
purchase One Hundred and Fifty Thousand (150,000) shares of the Corporation at
the exercise price of fifteen cents US ($0.15 US funds) per Optioned Share and
One Hundred and Fifty Thousand (150,000) shares of the Corporation at the
exercise price of twnety-five cents US ($0.25 US funds) per Optioned Share (the
said Three Hundred Thousand (300,000) common shares being hereinafter called the
"Optioned Shares")


3.        The Purchaser shall, subject to the terms and conditions hereinafter
set out, have the right to exercise the Three Hundred Thousand (300,000) options
hereby granted with respect to all or any part of the optioned shares at any
time or from time to time after the hold period date hereof and prior to close
of business on July 31, 2006 (Hereinafter called the "Expiry Date"). On the
Expiry Date the options hereby granted shall forthwith expire and terminate and
be of no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised. The
Optioned Shares are subject to a four-month hold period from the effective date.

4.        In the event of the death of the Purchaser on or prior to the Expiry
Dates while a director of the Corporation, the option hereby granted to the
Purchaser may be exercised, as to such of the Optioned Shares in respect of
which option has not previously been exercised as the Purchaser would have then
been entitled to purchase, by the legal personal representatives of the
Purchaser at any time up to and including (but not after) a date of six (6)
months following the date of death of the Purchaser or to the close of business
on the expiry date, whichever is earlier.

5.        In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.        If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.

7.        Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in respect of which such notice is
being exercised and shall be


                                      -3-

accompanied by payment (by cash or certified cheque) in full of the purchase
price for such number of optioned shares so specified therein. Upon any such
exercise of options as aforesaid the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to deliver to the Purchaser or
his legal personal representatives (or as the Purchaser may otherwise direct in
the notice of exercise of option) within ten (10) days following receipt by the
Corporation of any such notice of exercise of option a certificate or
certificates in the name of the Purchaser or his legal personal representatives
representing in the aggregate such number of optioned shares as the Purchaser or
his legal personal representatives shall have then paid.

8.        Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.        In the event of any sub-division, re-division or change of the shares
of the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.

          In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.       The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (Including any right to receive dividends
or other distribution therefrom or thereon) other than in respect of the
Optioned Shares in respect of which the Purchaser shall have exercised his
option hereunder and which the Purchaser shall have actually taken up and paid
for.

11.       Time shall be of the essence of this Agreement.

12.       This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof.  This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.

13.       This Agreement shall be construed in accordance with and be governed
by the laws of the Province of Ontario and shall be deemed to have been made in
said Province.


                                      -4-

          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED              ) INVESTORLINKS.COM INC.
   (in the presence of)                   )
                                          )
                                          )
                                          )
                                          )
                                          )By:__________________________________
                                          )   James C. Cassina, President
                                          )
                                          )
                                          )
                                          )
                                          )
                                          )
                                          )
                                          )
                                          )   __________________________________
                                          )   Sandra J. Hall

EX-3.94

                                                                    EXHIBIT 3.94



                          AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (this "Plan of Merger") is entered into
as of July 27th, 2001 by and among API Electronics, Inc., a Delaware corporation
("API"), Green Diamond Corp., a federal Canadian corporation , Technapower
Industries Corporation, a Delaware Corporation , Seloz Gestion & Finance SA, an
entity located in Switzerland, Ming Capital Enterprises Inc., an entity located
in Nassau, Bahamas, Shangri-La Investments Inc., an entity located in Nassau,
Bahamas, Private Investment Company Ltd., an entity located in Turks & Caicos
Islands, B.W.I., Partner Marketing AG, an entity located in Switzerland, CCD
Consulting Commerce Distribution AG, an entity located in Switzerland, HAPI
Handels-und Beteiligungsqesellschaft mbH, an entity located in Vienna, Austria
and Thomas W. Mills (collectively, the "Shareholders"), InvestorLinks.com Inc.,
an Ontario corporation ("IC"), and API Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of IC  ("IC Sub").

                                   RECITALS:
                                   --------

     A.  IC and API desire that API become a wholly-owned subsidiary of IC.
This acquisition shall be effected through the merger of IC Sub, a wholly-owned
subsidiary of IC , with and into API with API as the surviving entity in which
voting shares of API will be exchanged for voting common stock of IC.  The
merger will be effected in accordance with this Plan of Merger and the General
Corporation Law of the State of Delaware, as amended (the "Delaware Act").  The
transactions contemplated by and described in this Plan of Merger are referred
to as the "Merger".

     B.  API has authorized capital consisting of 100,000 shares of Common,
$0.01 par value per share ("API Common Stock"), of which 197 shares are issued
and outstanding and held by the Shareholders.

     C.  IC has authorized capital consisting of an unlimited number of common
shares ("IC Common Stock") and an unlimited number of special shares ("IC
Special Shares"), of which at the Closing of the Merger [4,393,007] shares of IC
Common Stock and no IC Special Shares will be issued and outstanding.

     D.  IC Sub is a wholly-owned subsidiary of IC .  IC Sub has authorized
capital consisting of 2,000 shares of Common Stock, $0.001 par value ("IC Sub
Common Stock"), of which 100 shares are issued and outstanding and held by IC
and 1,000 shares of Preferred Stock, $0.001 par value of which no shares are
issued and outstanding ("IC Sub Preferred Stock").

     E.  The respective Boards of Directors of API, IC and IC Sub deem the
Merger advisable and in the best interest of each corporation and its respective
stockholders.  By resolutions duly adopted, the respective Boards of Directors
of API, IC and IC Sub have approved, adopted, and authorized the execution,
delivery and performance of this Plan of Merger.  The Shareholders have adopted
and approved this Plan of Merger.

     Therefore, in consideration of the premises and the representations,
warranties, and covenants contained in this Plan of Merger, the parties agree:


                                      2


                                   ARTICLE I
                                   ---------

                                THE TRANSACTION
                                ---------------

     Subject to the terms and conditions of this Plan of Merger, the Merger of
IC Sub into API shall be carried out in the following manner:

     1.1  The Closing.  The Merger shall be consummated, subject to the terms
 and conditions of this Plan of Merger, as promptly as possible after a closing
(the "Closing"), which shall occur on August 31, 2001, or such other date
mutually agreed by the parties.  The Closing shall be held at such location as
may be mutually agreed by the parties.  In the absence of such agreement, the
Closing shall be held at the offices of Sugar, Friedberg & Felsenthal, 30 N.
LaSalle Street, Suite 2600, Chicago, Illinois 60602, at 10:00 a.m., local time.
Scheduling or commencing the Closing shall not, however, constitute a waiver of
the conditions precedent of either IC or API as set forth in Sections 5.1 and
5.2, respectively.  At the Closing, API, IC and IC Sub shall, subject to the
terms and conditions of this Plan of Merger, execute and deliver an appropriate
certificate of merger in the form and as required by the Delaware Act
("Certificate of Merger").

     1.2  Effective Time of the Merger.  Subject to the terms and conditions of
this Plan of Merger, the Merger shall be consummated as promptly as possible
following the Closing by filing the Certificate of Merger in the manner required
by the Delaware Act.  The "Effective Time of the Merger" shall be the close of
business on the date of the filing of the Certificate of Merger.

     1.3  Merger of IC Sub with and into API.  IC Sub shall be merged with and
into API (each sometimes being referred to as a "Constituent Corporation" prior
to the Merger) upon the filing of the Certificate of Merger with the Secretary
of State of the State of Delaware.  At the Effective Time of the Merger, the
Constituent Corporations shall become a single corporation, which shall be API
(the "Surviving Corporation").  The Surviving Corporation shall have all of the
rights, privileges, immunities, and powers, and shall be subject to all of the
duties and liabilities, of a corporation organized under the Delaware Act.

     1.4  Effect of the Merger.  From and after the Effective Time of the
Merger, the effect of the Merger upon each of the Constituent Corporations and
the Surviving Corporation shall be as provided in Subchapter IX of the Delaware
Act with respect to the merger of two domestic corporations.

     1.5  Additional Actions.  If, at any time after the Effective Time of the
Merger, the Surviving Corporation shall determine that any further assignments
or assurances or any other acts are necessary or desirable to vest, perfect, or
confirm, of record or otherwise, in the Surviving Corporation its rights, title,
or assets of API or IC Sub acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger, or to otherwise
carry out the purposes of this Plan of Merger, then API and IC Sub and their
respective officers and directors shall be deemed to have granted to the
Surviving Corporation an irrevocable power of attorney to execute and deliver
all such proper deeds, assignments, and assurances in law and to do all acts
necessary or proper to vest, perfect, or confirm title to and possession of such
rights, properties, or assets in the Surviving Corporation and otherwise carry


                                       3

out the purposes of this Plan of Merger.  The proper officers and directors of
the Surviving Corporation are fully authorized in the name of API and IC Sub to
take any and all such action as may be contemplated by this Article I.

     1.6  Surviving Corporation.  Immediately after the Effective Time of the
Merger, the Surviving Corporation shall have the following attributes until they
are subsequently changed in the manner provided by law:

          (a) Name.  The name of the Surviving Corporation shall be "API
     Electronics, Inc."

          (b) Articles of Incorporation.  The Certificate of Incorporation of
      the Surviving Corporation shall be the Certificate of Incorporation of API
     as in effect immediately prior to the Effective Time of the Merger.

          (c) Bylaws.  The Bylaws of the Surviving Corporation shall be the
     Bylaws of API as in effect immediately prior to the Effective Time of the
     Merger.

          (d) Directors.  The directors of the Surviving Corporation shall be
     the directors of API immediately prior to the Effective Time of the Merger.

          (e) Officers.  The officers of the Surviving Corporation shall be the
     persons who were officers of API immediately prior to the Effective Time of
     the Merger.

     1.7  Manner and Basis of Converting Shares.  At the Effective Time of the
Merger:

          (a) IC Sub Common Stock.  The shares of IC Sub Common Stock which are
     outstanding immediately prior to the Effective Time of the Merger shall be
     cancelled and no consideration shall be payable with respect to any such
     shares.

          (b) Exchange of API Common Stock.  Each of the 197 shares of API
      Common Stock which is outstanding immediately prior to the Effective Time
     of the Merger shall be exchanged with IC for 33,163.27 shares of IC Common
     Stock and warrants to purchase 16,581.64 shares of IC Common Stock in the
     form attached hereto as Exhibit A ("A Warrants") and warrants to purchase
     16,581.64 shares of IC Common Stock in the form attached hereto as Exhibit
     B (collectively with the A Warrants, the "Warrants").
                                               --------

     1.8  Cessation of Shareholder Status.  As of the Effective Time of the
Merger, record holders of certificates which represented shares of API Common
Stock outstanding immediately prior to the Effective Time of the Merger ("Old
Certificates") shall cease to be stockholders of API and shall have no rights as
API stockholders.  Such Old Certificates shall have been exchanged for shares of
IC Common Stock and Warrants as set forth in Section 1.7(b), having all of the
voting and other rights of shares of IC Common Stock.


                                       4

     1.9  Surrender of Old Certificates and Distribution of IC Common Stock.
Immediately following the Effective Time of the Merger, old certificates
representing shares of API Common stock shall be exchangeable by the holders
thereof for new stock certificates representing the number of shares of IC
Common Stock and for Warrants to which such holders shall be entitled hereunder
as set forth in Section 1.7(b) by assigning such certificates to the Surviving
Corporation and receiving the proper number of shares of IC Common Stock and
Warrants in exchange therefore.  IC shall promptly issue and deliver stock
certificates and Warrants in the names and to the addresses as appear on API's
stock records as of the Effective Time of the Merger.  On or after the Effective
Time of the Merger, there shall be no transfers on the stock transfer books of
API of the shares of API Common Stock which were issued and outstanding
immediately prior to the Effective Time of the Merger.

  1.10  Restrictive Legends.  Each of the Shareholders agrees that IC will place
restrictive legends as required on all IC Common Stock issued on Closing to
reflect all resale restrictions imposed by applicable securities laws of Canada,
the United States, and the jurisdiction of the Shareholder.

                                   ARTICLE II
                                   ----------

                      REPRESENTATIONS AND WARRANTIES OF IC
                      ------------------------------------

     IC hereby represents and warrants to API and the Shareholders as follows
(with the understanding that API and the Shareholders are relying materially on
each such representation and warranty in entering into and performing this Plan
of Merger):

     2.1  Capitalization.  On the date hereof, the authorized capital stock of
IC consists of unlimited shares of IC Common Stock and unlimited IC Special
Shares of which are reserved as Preference Shares.  13,179,020 shares of Common
Stock are issued and outstanding and no IC Special Shares are issued and
outstanding.  At the Effective Time of the Merger [4,393,007] shares of IC
Common Stock as well as the 6,500,000 shares of IC Common Stock to be issued
pursuant to Section 1.7(b) hereof shall be issued and outstanding and no IC
Special Shares or Preference Shares shall be issued and outstanding.  The
authorized capital stock of IC Sub consists of 2,000 shares of IC Sub Common
Stock, of which 100 shares are issued and outstanding, and 1,000 shares of IC
Sub Preferred Stock, of which no shares are issued an outstanding.  All the
issued shares of IC Sub Common Stock are owned by IC .  All such issued and
outstanding shares of IC Common Stock and IC Sub Common Stock are duly
authorized, validly issued, fully paid, and nonassessable.  None of the shares
of IC Common Stock were issued in violation of any preemptive or preferential
rights of any person.  The shares of IC Common Stock to be issued in the Merger
(the "Exchange Shares") and the Warrants have been duly authorized and, when
issued and delivered in accordance with this Plan of Merger, will be validly
issued, fully paid, non-assessable, and free and clear of any liens,
restrictions, security interests, claims, rights of another, or encumbrances,
and will be free of preemptive or preferential rights. The shares of IC Common
Stock to be issued upon exercise of the Warrants (collectively, the "Warrant
Shares") have been duly reserved for issuance and, upon issuance in accordance
with the terms of the Warrants, will be duly authorized, validly issued, fully
paid, and nonassessable, free of all liens, charges, encumbrances and claims.
The Exchange Shares and the Warrant Shares will be free of restrictions on


                                       5

transfer other than restrictions on transfer under applicable Ontario, United
States state and United States federal securities laws, and will be free of
preemptive or preferential rights.

     2.2  Subsidiaries. IL Data Canada, Inc., a corporation incorporated under
the laws of the Province of Ontario, Canada ("IL Canada"),  is a wholly-owned
subsidiary of IC.  IC Sub, a corporation incorporated under the laws of the
State of Delaware, is a wholly-owned subsidiary of IC.  IL Data Corporation,
Inc., a Nevada corporation ("IL Nevada" and collectively with IL Canada and IC
Sub the "Subsidiaries"), is a wholly-owned subsidiary of IL Canada.  Other than
the Subsidiaries, IC does not directly or indirectly have (or possess any
options or other rights to acquire) any subsidiaries or any direct or indirect
ownership interests in any person, business, corporation, partnership,
associations, joint venture, trust, or other entity, other than its holding of
4,000,000 shares of Stroud Resources.

     2.3  Other Rights to Acquire IC Stock.  Other than set forth in Schedule
2.3 attached hereto, there are no authorized or outstanding warrants, options,
or rights of any kind to acquire from IC or the Subsidiaries any equity
securities of IC or the Subsidiaries or securities convertible into or
exchangeable for equity or debt securities of IC or the Subsidiaries.  On the
date of Closing there shall be no authorized or outstanding warrants, options or
rights of any kind to acquire from IC or the Subsidiaries any equity securities
of IC or the Subsidiaries or securities convertible into or exchangeable for
equity or debt securities of IC or the Subsidiaries, other than as set forth on
Schedule 2.3, the Warrants and the 250,000 warrants issued to the broker
described in Schedule 2.12.

     2.4  Due Organization.  Each of IC and IL Canada is a corporation duly
organized, validly existing and in good standing under the laws of the Province
of Ontario, Canada and each has full power and authority to own its properties
and to carry on its respective businesses as now conducted. Complete and correct
copies of the Articles and By-laws of IC and the Subsidiaries and all amendments
thereto have been made available to API and the Shareholders.  IC Sub is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and has full power and authority to carry on its
business as now conducted. IL Nevada is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has
full power and authority to carry on its business as now conducted.  IC Sub has
no employees and since its formation has entered into no agreements other than
this Plan of Merger.  IC Sub has no significant assets or liabilities, accrued
or contingent.  IC Sub has not conducted any business since its formation other
than to enter into this Plan of Merger.

     2.5  Due Authorization.  Each of IC and IC Sub has full power and authority
to execute, deliver, and perform this Plan of Merger.  This Plan of Merger has
been, and each other document or instrument executed and delivered by IC or IC
Sub in connection with this Plan of Merger will be, duly authorized, executed,
and delivered by such party, and this Plan of Merger constitutes, and each other
such document or instrument when executed and delivered will constitute, a valid
and binding agreement of IC and IC Sub enforceable against such party in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, or other laws affecting the enforcement
of creditors' rights generally.  The execution, delivery, and performance of
this Plan of Merger by IC and IC Sub will not (a) violate any law, rule, or


                                       6

regulation applicable to IC or IC Sub or their properties, (b) violate or
conflict with, or permit the cancellation of, any agreement to which IC or IC
Sub is a party, or by which IC or IC Sub or any of their properties is bound, or
result in the creation of any lien, security interest, charge, or encumbrance
upon any of such properties, (c) permit the acceleration of the maturity of any
indebtedness of, or indebtedness secured by the property of, IC or IC Sub or (d)
violate or conflict with any provision of the constating documents, articles of
incorporation or by-laws of IC or IC Sub.  No action, consent, or approval of,
or filing with, any governmental authority or regulatory body, including without
limitation the NASD OTC Bulletin Board, the Ontario Securities Commission, or
the Securities and Exchange Commission ("SEC"), or by any creditor of IC or IC
Sub is required in connection with the execution, delivery or performance of
this Plan of Merger (or any agreement or other document executed in connection
herewith) by IC or IC Sub.  The parties acknowledge the consent of the Canadian
Venture Exchange ("CDNX") is required to complete this Plan of Merger, and the
parties further acknowledge the timing of Closing has made compliance with the
relevant policies for such approval unattainable.  IC shall make appropriate
filings with regulatory authorities in Ontario and the United States, both state
and federal, to perfect or comply with the requirements of any applicable
registration or exemption from registration.  The issuance of the Exchange
Shares, Warrants and Warrant Stock to the Shareholders will not result in the
loss of any regulatory consent, license, approval, order, authorization or
registration materially benefiting IC, and complies with the Ontario, United
States state and United States federal securities laws, other than the possible
loss of listing on CDNX, for failure to comply with its policies.

     2.6  Compliance with Laws.  Each of IC and the Subsidiaries has complied in
all material respects, and is in compliance in all material respects, with all
laws, regulations, and orders applicable to it and have filed with the proper
authorities all statements and reports required by the laws, regulations, and
orders to which IC, IC Sub or the Subsidiaries,  or any of their respective
properties are subject.  No claim has been made by any governmental authority or
regulatory body (and, to the knowledge of IC, no such claim is anticipated) to
the effect that the business conducted by IC, IC Sub or any of the Subsidiaries
fails to comply, in any respect, with any law, rule, regulation, or ordinance.
IC and the Subsidiaries are duly licensed, registered or qualified in each
jurisdiction in which IC or the Subsidiaries, respectively, owns or leases
property or carries on their respective businesses, to enable IC and the
Subsidiaries businesses to be carried on as now conducted and their respective
properties and assets to be owned, leased and operated, and all such licenses,
registrations and qualifications are valid and subsisting and in good standing
and none of the same contains any burdensome term, provision, condition or
limitation which has or may have an adverse effect on the operation of IC's and
the Subsidiaries' businesses.

     2.7  Contracts and Agreements.  Schedule 2.7 attached hereto sets forth all
material agreements, leases and other arrangements of IC and the Subsidiaries,
whether written or oral, pending and/or executory, to or by which IC is bound or
affected (the "Contracts").  Other than the Contracts, neither IC nor either of
the Subsidiaries is a party to any written or oral contracts, commitments,
leases, and other agreements (including, without limitation, promissory notes,
loan agreements, guarantees, and other evidences of indebtedness) and there are
no other agreements to which IC or the Subsidiaries is a party or by which IC
and the Subsidiaries, or their respective properties are bound (including,
without limitation, all mortgages, deeds of trust, security agreements, pledge
agreements, and similar agreements and instruments and all confidentiality
agreements).  IC and the Subsidiaries hold their respective rights under the
Contracts, free and clear of any lien, encumbrance, claim, charge or security
interest.


                                       7

      2.8 Claims and Proceedings. Except as disclosed on Schedule 2.3 concerning
Stockhouse Media Corporation, there are no claims, actions, suits, proceedings,
and investigations pending or, to the knowledge of IC threatened against or
affecting IC, IC Sub or either of the Subsidiaries or any of their properties or
assets, at law or in equity, or before or by any court, municipal or other
governmental department, commission, board, agency, self regulatory body, or
instrumentality. Neither IC nor any Subsidiary has been, and neither IC nor any
Subsidiary is now, subject to any order, judgment, decree, stipulation, or
consent of any court, governmental body, self-regulatory body, or agency. No
inquiry, action, or proceeding has been asserted, instituted, or, to the
knowledge of IC, threatened to restrain or prohibit the carrying out of the
transactions contemplated by this Plan of Merger or to challenge the validity of
such transactions or any part thereof or seeking damages on account thereof. To
the knowledge of IC, there is no basis for any such valid claim or action.

     2.9  Tax Matters.

          (a) Each of IC and the Subsidiaries has filed all tax returns required
     to be filed by it prior to the date hereof in all applicable jurisdictions
     and has paid, collected and remitted all taxes, customs duties, tax
     installments, levies, assessments, reassessments, penalties, interest and
     fines due and payable, collectible or remittable by it at present. All such
     tax returns properly reflect, and do not in any respect understate, the
     income, taxable income or the liability for taxes of IC and the
     Subsidiaries in the relevant period and the liability of IC and the
     Subsidiaries for the collection, payment and remittance of tax under
     applicable Tax Laws and Sales Tax Laws. "Tax Laws" shall mean the Tax Act
     and any applicable provincial, or foreign income taxation statute(s),
     including without limitation the Internal Revenue Code of 1986, as amended,
     as from time to time amended, and any successors thereto. "Tax Act" means
     the Income Tax Act (Canada), as it may be amended from time to time, and
     any successor thereto. Any reference herein to a specific section or
     sections of the Tax Act, or regulations promulgated thereunder, shall be
     deemed to include a reference to all corresponding provision of future law.
     "Sales Tax Laws" means the Excise Tax Act (Canada), any applicable goods
     and services, sales or use taxation statute of a province, and any similar
     foreign legislation, all as from time to time amended, and any successors
     thereto.

          (b) Adequate provision has been made in the IC Financial Statements
     (as defined in Section 2.13) for all taxes, governmental charges and
     assessments, including interest and penalties thereon, payable by IC and
     the Subsidiaries for all periods up to the date of the balance sheets
     comprising part of the IC Financial Statements.

          (c) Neither IC nor any Subsidiary is a party to any tax indemnity,
     allocation or sharing agreement for any taxable year or portion thereof.

          (d) IC and the Subsidiaries withheld and remitted all amounts required
     to be withheld and remitted by them in respect of any taxes, governmental
     charges or assessments in respect of any taxable year or portion thereof up
     to and including April 30, 2000.


                                       8


          (e) There are no actions, suits or other proceedings, investigations
     or claims in progress or pending and, to the best of IC's belief and
     knowledge, there are no actions, suits or other proceedings or
     investigations or claims threatened, against IC or the Subsidiaries in
     respect of any taxes, governmental charges or assessments. No waivers have
     been filed by IC or the Subsidiaries with any taxing authority.

     2.10  Agents.  IC has not designated or appointed any person or other
entity to act for it or on its behalf pursuant to any power of attorney or any
agency which is presently in effect.

     2.11  Financial Records of IC and the Subsidiaries.  The books and records
of IC and the Subsidiaries fairly and correctly set out and disclose in all
material respects, the financial position of IC and the Subsidiaries as at the
date thereof and all material financial transactions of the IC and the
Subsidiaries have been accurately recorded in such books and records.  IC and
the Subsidiaries maintain their accounting records off site at c/o Elizabeth
Kirkwood, Suite 203, 120 Front Street East, Toronto M5A 4L9.

     2.12  Brokers.  Except as described on Schedule 2.12, IC has not engaged,
or caused any liability to be incurred to, any finder, broker, or sales agent in
connection with the execution, delivery, or performance of this Plan of Merger
or the transactions contemplated hereby or consummation of the Merger.

     2.13  Financial Statements.

          (a) IC has delivered to API the following financial statements and
     notes (collectively, the "IC Financial Statements"):

               (i) The audited consolidated balance sheets of IC and the
          Subsidiaries as of April 30, 2000 and 2001, and the related audited
          consolidated income statements, statements of shareholders' equity and
          statements of cash flows of IC and the Subsidiaries for the years then
          ended; and

               (ii) The unaudited consolidated balance sheet of IC and the
          Subsidiaries as of May 31, 2001 (the "Latest Balance Sheet"), and the
          related unaudited consolidated income statement of IC and the
          Subsidiaries for the one month then ended.

          (b) The IC Financial Statements are complete in all material respects
     and present fairly the financial position of IC and the Subsidiaries as of
     the respective dates thereof and the results of operations and (in the case
     of the financial statements referred to in Section 2.13(a)(i)) cash flows
     for the periods covered thereby. The IC Financial Statements have been
     prepared in accordance with Canadian generally accepted accounting
     principles as approved by the Canadian Institute of Chartered Accountants
     applicable as of the date calculated ("CGAAP"), on a consistent basis for
     the periods covered (except that the financial statements referred to in
     Section 2.13(a)(ii) do not contain footnotes and are subject to normal and
     recurring year end audit adjustments, which will not, individually or in
     the aggregate, be material in magnitude).


                                       9

     2.14  Absence of Changes.  Except as set forth in Schedule 2.14 attached
     hereto and other than the transactions contemplated by this Agreement,
     since May 31, 2001:

          (a) there has not been any material adverse change in IC or the
     Subsidiaries' business, condition, assets, liabilities, operations,
     financial performance or prospects, and, to the knowledge of IC, no event
     has occurred that will, or could reasonably be expected to, have a material
     adverse effect on the business, conditions, assets, liabilities,
     operations, financial performance or prospects (a "Material Adverse
     Effect") of IC or the Subsidiaries;


          (b) there has not been any material loss, damage or destruction to, or
     any material interruption in the use of, any of IC or the Subsidiaries'
     assets (whether or not covered by insurance);

          (c) neither IC nor the Subsidiaries have declared, accrued, set aside
     or paid any dividend or made any other distribution in respect of any
     shares of capital stock, and have not repurchased, redeemed or otherwise
     reacquired any shares of capital stock or other securities;

          (d) neither IC nor the Subsidiaries have sold, issued or authorized
     the issuance of (i) any capital stock or other security, (ii) any option or
     right to acquire any capital stock or any other security (except for
     options described in Schedule 2.3), or (iii) any instrument convertible
     into or exchangeable for any capital stock or other security;

          (e) IC and the Subsidiaries have not effected or been a party to any
     acquisition transaction, recapitalization, reclassification of shares,
     stock split, reverse stock split or similar transaction;

          (f) IC and the Subsidiaries have not formed any subsidiary or acquired
     any equity interest or other interest in any other entity;

          (g) IC and the Subsidiaries have not (i) entered into or permitted any
     of the assets owned or used by them to become bound by any material
     contract or other agreement, or (ii) amended or prematurely terminated, or
     waived any material right or remedy under any material contract or other
     agreement, other than the agreement with Stockhouse Media Corporation
     described in Schedule 2.3;

          (h) IC and the Subsidiaries have not (i) acquired, leased or licensed
     any right or other asset from any other person or entity, (ii) sold or
     otherwise disposed of, or leased or licensed, any right or other asset to
     any other person or entity, or (iii) waived or relinquished any right,
     except for immaterial rights or other immaterial assets acquired, leased,
     licensed or disposed of in the ordinary course of business and consistent
     with IC or the Subsidiaries' past practices;


                                       10

          (i) IC and the Subsidiaries have not made any pledge of any of their
     assets or otherwise permitted any of their assets to become subject to any
     encumbrance, except for pledges of immaterial assets made in the ordinary
     course of business and consistent with IC and the Subsidiaries' past
     practices;

          (j) IC and the Subsidiaries have not (i) lent money to any person or
     entity, or (ii) incurred or guaranteed any indebtedness for borrowed money;

          (k) IC and the Subsidiaries have not (i) established or adopted any
     employee benefit plan, (ii) paid any bonus or made any profit-sharing or
     similar payment to, or increased the amount of wages, salary, commissions,
     fringe benefits or other compensation or remuneration payable to, any of
     its directors, officers or employees, or (iii) hired any new employee;

          (l) IC and the Subsidiaries have not changed any of their methods of
     accounting or accounting practices in any respect;

          (m) IC and the Subsidiaries have not commenced or settled any legal
     proceeding;

          (n) neither IC nor the Subsidiaries have entered into any material
     transaction or taken any other material action outside the ordinary course
     of business or inconsistent with their respective past practices.

          (o) IC and the Subsidiaries have not agreed to take any of the actions
     referred to in clauses (a) though (n) above.

  2.15  Bank Accounts.  Schedule 2.15 attached hereto provides accurate
information with respect to each account maintained by or for the benefit of IC
or the Subsidiaries at any bank or other financial institution.

  2.16  Liabilities.  Neither IC nor the Subsidiaries have accrued, contingent
or other liabilities of any nature, either matured or unmatured, and whether due
or to become due, except for: (a) liabilities identified as such in the
liabilities column of the Latest Balance Sheet; (b) accounts payable or accrued
salaries that have been incurred by IC or the Subsidiaries since May 31, 2001 in
the ordinary course of business and consistent with IC and the Subsidiaries'
past practices; and (c) liabilities under the Contracts identified in Schedule
2.7, to the extent the nature and magnitude of such liabilities can be
ascertained by reference to the text of such Contracts.

  2.17  Related Party Transactions.  Except as set forth in Schedule 2.17
attached hereto: (a) no Related Party has any direct or indirect interest in any
material asset used in or otherwise relating to the business of IC or the
Subsidiaries; (b) no Related Party is indebted to IC or the Subsidiaries and no
indebtedness is owed by IC or the Subsidiaries to a Related Party; (c) no
Related Party has entered into, or has had any direct or indirect financial
interest in, any material Contract, transaction or business dealing involving IC
or the Subsidiaries; (d) no Related Party is competing or has at any time since
June 6, 2000 competed, directly or indirectly, with IC or the Subsidiaries; and
(e) no Related Party has any claim or right against IC or the Subsidiaries.


                                       11


(For purposes of this Section 2.17 each of the following shall be deemed to be a
"Related Party": (i) each of the shareholders of IC holding at least 5% of the
issued and outstanding Common Stock of IC; (ii) each individual who is, or who
has at any time since June 6, 2000 been an officer of IC or the Subsidiaries;
(iii) each member of the immediate family of each of the individuals referred to
in clauses (i) and (ii) above; and (iv) any trust or entity (other than IC and
the Subsidiaries) in which any one of the individuals referred to in clauses
(i), (ii), and (iii) above holds (or in which more than one of such individuals
collectively hold), beneficially or otherwise, a material voting proprietary or
equity interest.)

     2.18 SEC Filings; Financial Statements.

          (a) IC has delivered to API accurate and complete copies of each
     report and registration statement filed by IC with the SEC (the "SEC
     Documents"). As of the time it was filed with the SEC (or, if amended or
     superceded by a filing prior to the date of this Agreement, then the date
     of such filing): (i) each of the SEC Documents complied in all material
     respects with the applicable requirements of the Securities Act of 1933, as
     amended (the "Securities Act") or the Securities Exchange Act of 1934 (the
     "Exchange Act") (as the case may be); and (ii) none of the SEC Documents
     contained any untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading. IC has timely filed all required forms, reports,
     statements and documents with the SEC since its formation, all of which
     have complied in all material respects with all applicable requirements of
     the Exchange Act. IC is and has been subject to the reporting requirements
     of the Exchange Act and has timely filed with the SEC all periodic reports
     required to be filed by it pursuant thereto and all reports required to be
     filed under Sections 13 or 15(d) of the Exchange Act since November 14,
     2000.

          (b) The consolidated financial statements contained in the SEC
     Documents: (i) complied as to form in all material respects with the
     published rules and regulations of the SEC applicable thereto; (ii) were
     prepared in accordance with CGAAP, applied on a consistent basis throughout
     the periods covered, except as may be indicated in the notes to such
     financial statements and (in the case of unaudited statements) as permitted
     by Form 6-K or Form 20-F of the SEC, and except that unaudited financial
     statements may not contain footnotes and are subject to year end audit
     adjustments; and (iii) fairly present the consolidated financial position
     of IC and the Subsidiaries as the respective dates thereof and the
     consolidated results of operations of IC and the Subsidiaries for the
     periods covered thereby.

     2.19 Canadian Filings; Financial Statements.

          (a) IC has delivered to API accurate and complete copies of each
     report and continuous disclosure documents filed by IC under the Securities
     Act (Ontario) (the "Canadian Documents"). As of the time it was filed (or,
     if amended or superceded by a filing prior to the date of this Agreement,
     then the date of such filing): (i) each of the Canadian Documents complied
     in all material respects with the applicable requirements of the Securities


                                       12

     Act (Ontario); and (ii) none of the Canadian Documents contained any untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading. IC has timely filed all required forms, reports, statements and
     documents under the Securities Act (Ontario) since June 6, 2000, all of
     which have complied in all material respects with all applicable
     requirements of the Securities Act (Ontario). IC is and has been subject to
     the reporting requirements of the Securities Act (Ontario) and has timely
     filed with the Ontario Securities Commission all periodic reports required
     to be filed by it pursuant thereto and all reports required to be filed
     under the Securities Act (Ontario) since June 6, 2000.

          (b) The consolidated financial statements contained in the Canadian
     Documents: (i) complied as to form in all material respects with the
     published rules and regulations of the Securities Act (Ontario) applicable
     thereto; (ii) were prepared in accordance with CGAAP, applied on a
     consistent basis throughout the periods covered, except as may be indicated
     in the notes to such financial statements and (in the case of unaudited
     statements) as permitted by the Securities Act (Ontario), and except that
     unaudited financial statements may not contain footnotes and are subject to
     year end audit adjustments; and (iii) fairly present the consolidated
     financial position of IC and the Subsidiaries as the respective dates
     thereof and the consolidated results of operations of IC and the
     Subsidiaries for the periods covered thereby.

     2.20 Corporate Records. The corporate records and minute books of IC and
the Subsidiaries as provided to API or its legal counsel contain complete and
accurate copies of minutes of all meetings of corporate actions or written
consents by the directors and shareholders of IC and the Subsidiaries in IC's
possession and control, including, without limitation, all by-laws and
resolutions passed by the board of directors and shareholders of IC and the
Subsidiaries in IC's possession and control, held since the incorporation of IC
and the Subsidiaries, and all such meetings duly called and held. The
shareholders' list maintained by IC's registrar and transfer agent has been
provided for review to API and the Shareholders and is, to the best of IC's
knowledge, complete and accurate in all respects.

     2.21 Continuous Disclosure. IC has made all necessary disclosure and
filings in a timely fashion and IC is now a reporting issuer in good standing
under the Securities Act (Ontario), and all other applicable securities
regulations in the Province of Ontario. IC is also a reporting issuer in good
standing with the SEC by virtue of its annual filing of Form 20-F and periodic
filings on Form 6- K. IC will use its best efforts to maintain such reporting
issuer status up to and including the date of Closing.

     2.22 Mining Activities. IC has never brought a mining property into
commercial production or carried on an active mining operation pursuant to which
it remains obligated or liable in any manner.


                                       13

     2.23 Employees; Employee Plans. No employee has made any claim or, to the
best of IC's knowledge, has any basis for any action or proceeding against IC or
the Subsidiaries, arising out of any statute, ordinance or regulation relating
to discrimination in employment or employment practices, harassment,
occupational health and safety standards or worker's compensation. Neither IC
nor either of the Subsidiaries has made any agreements with any labor union or
employee association or made any commitments to or conducted any negotiations
with any labor union or employee association with respect to any future
agreements. No trade union, council of trade unions, employee bargaining agency
or affiliated bargaining agent holds bargaining rights with respect to any of IC
or the Subsidiaries' employees by way of certification, interim certification,
voluntary recognition, designation or successor rights. Except as set forth on
Schedule 2.22, there are no outstanding written or oral employment contracts,
sales, services, management or consulting agreements, employee benefit or
profit-sharing plans, or any bonus arrangements with any employee of IC or the
Subsidiaries, nor are there any outstanding oral contracts of employment which
are not terminable on the giving of reasonable notice in accordance with
applicable law.

     Except as set forth on Schedule 2.22, there are no welfare, pension or
retirement plans established by or for IC or the Subsidiaries for the employees
of IC or the Subsidiaries and neither IC nor any Subsidiary is obligated to
provide any benefit to any employee of IC or the Subsidiaries, including without
limitation, upon the retirement of any employee of IC or the Subsidiaries. IL
Nevada does not have and since its formation has not had any "employee pension
benefit plans" as such term is defined in Section 3(2) of ERISA or "employee
welfare benefit plans" as such term is defined in Section 3(1) of ERISA.

     2.24 Insurance. IC does not currently own any material insurable assets and
does not currently maintain any policies of insurance.

     2.25 Intellectual Property Rights. Neither IC nor the Subsidiaries are
currently or on Closing will be infringing any patent, trade mark, trade name,
copyright, proprietary or similar right, domestic or foreign, of any other
person or entity. Either IC or the Subsidiaries, as the case may be, has the
sole and exclusive right to use all registered service marks, registered
copyrights, trade names, industrial designs, trade marks, and patents, both
domestic and foreign, which are owned or used by IC or the Subsidiaries and the
same are in good standing and duly registered in all appropriate offices to
preserve the right thereof and thereto. There are neither any royalty payments
nor license fees payable to or by IC or the Subsidiaries nor any license,
registered user or other agreements in respect thereof.

     2.26 Website. The only business activities of IC and the Subsidiaries is
the operation of the financial website located at investorlinks.com.

                                  ARTICLE III
                                  -----------

                     REPRESENTATIONS AND WARRANTIES OF API
                     -------------------------------------

     API (with respect to itself and its predecessor, a New York Corporation,
hereby represents and warrants to IC as follows (with the understanding that IC
is relying materially on each such representation and warranty in entering into
and performing this Plan of Merger):


                                       14

     3.1  Capitalization.  The authorized capital stock of API consists of
100,000 shares of API Common Stock, par value $0.01 per share, of which 197
shares are issued and outstanding and held of record by the persons set forth on
Schedule 3.1.  All such issued and outstanding shares of API Common Stock are
duly authorized, validly issued, fully paid, and nonassessable.  None of such
shares of API Common Stock were issued in violation of any preemptive or
preferential rights of any person.

     3.2 Issuance of Shares. There are no authorized or outstanding warrants,
options, or rights of any kind to acquire from API any equity or debt securities
of API or securities convertible into or exchangeable for equity or debt
securities of API.

     3.3 Due Organization. API is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware and has
full power and authority to carry on its business as now conducted. Complete and
correct copies of the certificate of incorporation and by-laws of API and all
amendments thereto have been delivered to IC and have been certified by the
Secretary of API.

     3.4 Subsidiaries. API does not directly or indirectly have (or possess any
options or other rights to acquire) any subsidiaries or any direct or indirect
ownership interests in any person, business, corporation, partnership,
associations, joint venture, trust, or other entity.

     3.5 Due Authorization. API has the full power and authority to execute,
deliver, and perform this Plan of Merger. This Plan of Merger has been, and each
other document or instrument executed and delivered by API in connection with
this Plan of Merger will be, duly authorized, executed, and delivered by API.
This Plan of Merger constitutes, and each other such document or instrument when
executed and delivered will constitute, a valid and binding agreement of API
enforceable against API in accordance with its terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, or other laws
affecting the enforcement of creditors' rights generally. The execution,
delivery, and performance of this Plan of Merger and the consummation of the
Merger by API will not (a) violate any federal, state, county, or local law,
rule, or regulation applicable to API or its properties, (b) violate or conflict
with, or permit the cancellation of, any agreement to which API is a party, or
by which it or its properties are bound, or result in the creation of any lien,
security interest, charge, or encumbrance upon any of such properties, (c)
permit the acceleration of the maturity of any indebtedness of, or indebtedness
secured by the property of API or (d) violate or conflict with any provision of
the certificate of incorporation or by-laws of API. No action, consent, or
approval of, or filing with, any governmental authority is required in
connection with the execution, delivery, or performance of this Plan of Merger
(or any agreement or other document executed in connection herewith) by API or
consummation of the Merger by API. The issuance by IC of the Exchange Shares,
Warrants and Warrant Stock to the holders of Common Stock of API, will not
result in the loss of any regulatory consent, license, approval, order,
authorization or registration materially benefiting API.

     3.6 Compliance with Laws. API has complied in all material respects, and is
in compliance in all material respects, with all laws, regulations, and orders
applicable to it and have filed with the proper authorities all statements and


                                       15


reports required by the laws, regulations, and orders to which API or its
properties are subject. No claim has been made by any governmental authority or
regulatory body (and, to the knowledge of API, no such claim is anticipated) to
the effect that the business conducted by API fails to comply, in any respect,
with any law, rule, regulation, or ordinance. API is duly licensed, registered
or qualified in each jurisdiction in which API owns or leases property or
carries on its business, to enable API's business to be carried on as now
conducted and its property and assets to be owned, leased and operated, and all
such licenses, registrations and qualifications are valid and subsisting and in
good standing and none of the same contains any burdensome term, provision,
condition or limitation which has or may have an adverse effect on the operation
of API's business.

     3.7  Contracts and Agreements.  Schedule 3.7 attached hereto sets forth all
material agreements, leases and other arrangements of API, whether written or
oral, pending and/or executory, to or by which API is bound or affected (the
"API Contracts").  Other than the API Contracts, API is not a party to any
written or oral contracts, commitments, leases, and other agreements (including,
without limitation, promissory notes, loan agreements, guarantees, and other
evidences of indebtedness) and there are no other agreements to which API is a
party or by which API, or its properties are bound (including, without
limitation, all mortgages, deeds of trust, security agreements, pledge
agreements, and similar agreements and instruments and all confidentiality
agreements).  API holds its rights under the API Contracts, free and clear of
any lien, encumbrance, claim, charge or security interest.

     3.8  Claims and Proceedings.  There are no claims, actions, suits,
proceedings, and investigations pending or, to the knowledge of API threatened,
against or affecting API or any of its properties or assets, at law or in
equity, or before or by any court, municipal or other governmental department,
commission, board, agency, or instrumentality.  API has not been, and API is not
now, subject to any order, judgment, decree, stipulation, or consent of any
court, governmental body, or agency.  No inquiry, action, or proceeding has been
asserted, instituted, or, to the knowledge of API, threatened to restrain or
prohibit the carrying out of the transactions contemplated by this Plan of
Merger or to challenge the validity of such transactions or any part thereof or
seeking damages on account thereof.  To the knowledge of API, there is no basis
for any such valid claim or action.

     3.9  Taxes.  All returns ("Returns") for federal, foreign, state, county
and local income, gross receipts, excise, property, franchise, license, sales,
use, withholding, and other tax ("Taxes") which were required to be filed by API
on or before the date hereof have been filed within the time and in the manner
provided by law, and all such Returns are true and correct and accurately
reflect the Tax liabilities of API .  All Taxes, assessments, penalties, and
interest which have become due pursuant to such Returns have been paid. API has
not executed any presently effective waiver or extension of any statute of
limitations against assessments and collection of Taxes.  There are no pending
or threatened claims, assessments, notices, proposals to assess, deficiencies,
or audits (collectively, "API Tax Actions") with respect to any Taxes owed or
allegedly owed by API.  To the knowledge of API there is no basis for any API
Tax Actions.  API's federal income tax returns have not been audited, and no
Taxes are payable by API.  There are no tax liens on any of the assets of API.
API is not a party to any tax sharing agreement with any person.


                                       16

     3.10  Agents.  API has not designated or appointed any person or other
entity to act for it or on its behalf pursuant to any power of attorney or any
agency which is presently in effect.

     3.11  Financial Records of API.  The books and records of API fairly and
correctly set out and disclose in all material respects, the financial position
of API as at the date thereof and all material financial transactions of the API
have been accurately recorded in such books and records.  API does not have any
of its records, systems, controls, data or information recorded, stored,
maintained, operated or otherwise wholly or partly dependent upon or held by any
means (including any electronic, mechanical or photographic process, whether
computerized or not) which (including all means of access thereto and therefrom)
are not under the exclusive ownership and direct control of API and, at Closing,
API will have originals or copies of all such records, systems, controls, date
or information in its possession or control.

     3.12  Brokers.  API has not engaged, or caused any liability to be incurred
to, any finder, broker, or sales agent in connection with the execution,
delivery, or performance of this Plan of Merger or the transactions contemplated
hereby or consummation of the Merger.

     3.13  Financial Statements.


          (a) API has delivered to IC the following financial statements and
     notes (collectively, the "API Financial Statements"):

               (i) The audited balance sheets of API as of May 31, 2001 and the
          related audited income statements, statements of shareholders' equity
          and statements of cash flows of API for the year then ended.

          (b) The API Financial Statements are complete in all material respects
     and present fairly the financial position of API as of the respective dates
     thereof and the results of operations and cash flows for the periods
     covered thereby. API Financial Statements have been prepared in accordance
     with generally accepted accounting principles consistently applied for the
     periods covered.

     3.14  Absence of Changes.  Except as set forth in Schedule 3.14 attached
hereto, since May 31, 2001:

          (a) there has not been any material adverse change in API's business,
     condition, assets, liabilities, operations, financial performance or
     prospects, and, to the knowledge of API, no event has occurred that will,
     or could reasonably be expected to, have a material adverse effect on the
     business, conditions, assets, liabilities, operations, financial
     performance or prospects (a "Material Adverse Effect") of API;

          (b) there has not been any material loss, damage or destruction to, or
     any material interruption in the use of, any of API's assets (whether or
     not covered by insurance);


                                       17


          (c) API has not declared, accrued, set aside or paid any dividend or
     made any other distribution in respect of any shares of capital stock, and
     has not repurchased, redeemed or otherwise reacquired any shares of capital
     stock or other securities;

          (d) API has not sold, issued or authorized the issuance of (i) any
     capital stock or other security except for 97 shares of API Common Stock
     issued to certain of the persons set forth on Schedule 3.1 pursuant to that
     certain Convertible Promissory Note dated April 1, 2001 in the principal
     amount of $1,265,492, (ii) any option or right to acquire any capital stock
     or any other security, or (iii) any instrument convertible into or
     exchangeable for any capital stock or other security;

          (e) other than the transactions contemplated by this Agreement, API
     has not effected or been a party to any acquisition transaction,
     recapitalization, reclassification of shares, stock split, reverse stock
     split or similar transaction;

          (f) API has not formed any subsidiary or acquired any equity interest
     or other interest in any other entity;

          (g) API has not made any capital expenditure which, when added to all
     other capital expenditures made on behalf of API since May 31, 2001,
     exceeds $25,000;

          (h) API has not (i) entered into or permitted any of the assets owned
     or used by them to become bound by any contract or other agreement, or (ii)
     amended or prematurely terminated, or waived any material right or remedy
     under any contract or other agreement;

          (i) API has not (i) acquired, leased or licensed any right or other
     asset from any other person or entity, (ii) sold or otherwise disposed of,
     or leased or licensed, any right or other asset to any other person or
     entity, or (iii) waived or relinquished any right, except for immaterial
     rights or other immaterial assets acquired, leased, licensed or disposed of
     in the ordinary course of business and consistent with API's past
     practices;

          (j) API has not written off as uncollectible, or established any
     extraordinary reserve with respect to, any account receivable or other
     indebtedness in excess of $3,000;

          (k) API has not made any pledge of any of their assets or otherwise
     permitted any of their assets to become subject to any encumbrance, except
     for pledges of immaterial assets made in the ordinary course of business
     and consistent with API's past practices;

          (l) API has not (i) lent money to any person or entity, or (ii)
     incurred or guaranteed any indebtedness for borrowed money;

          (m) API has not (i) established or adopted any employee benefit plan,
     (ii) paid any bonus or made any profit-sharing or similar payment to, or
     increased the amount of wages, salary, commissions, fringe benefits or
     other compensation or remuneration payable to, any of its directors,
     officers or employees, or (iii) hired any new employee;


                                       18

          (n) API has not changed its methods of accounting or accounting
     practices in any respect;

          (o) API has not commenced or settled any legal proceeding;

          (p) API has not entered into any material transaction or taken any
     other material action outside the ordinary course of business or
     inconsistent with their respective past practices.

          (q) API has not agreed to take any of the actions referred to in
     clauses (a) though (p) above.

  3.15  Bank Accounts; Receivables.  Schedule 3.15 attached hereto provides
accurate information with respect to each account maintained by or for the
benefit of API at any bank or other financial institution.

  3.16  Liabilities.  API has not accrued, contingent or other liabilities of
any nature, either matured or unmatured, and whether due or to become due,
except for: (a) liabilities identified as such in API Financials; (b) accounts
payable or accrued salaries that have been incurred by API since May 31, 2001 in
the ordinary course of business and consistent with API's past practices; and
(c) liabilities under the API Contracts identified in Schedule 3.7, to the
extent the nature and magnitude of such liabilities can be ascertained by
reference to the text of such API Contracts.

  3.17  Related Party Transactions.  Except as set forth in Schedule 3.17
attached hereto: (a) no Related Party has any direct or indirect interest in any
material asset used in or otherwise relating to the business of API; (b) no
Related Party is indebted to API and no indebtedness is owed by API to a Related
Party; (c) no Related Party has entered into, or has had any direct or indirect
financial interest in, any material contract, transaction or business dealing
involving API; (d) no Related Party is competing or has at any time since June
6, 2000 competed, directly or indirectly, with API; and (e) no Related Party has
any claim or right against API.  (For purposes of this Section 3.17 each of the
following shall be deemed to be a "Related Party": (i) each of the Shareholders;
(ii) each individual who is, or who has at any time since June 6, 2000 been an
officer of API; (iii) each member of the immediate family of each of the
individuals referred to in clauses (i) and (ii) above; and (iv) any trust or
entity (other than API) in which any one of the individuals referred to in
clauses (i), (ii), and (iii) above holds (or in which more than one of such
individuals collectively hold), beneficially or otherwise, a material voting
proprietary or equity interest.)

  3.18  Corporate Records.  The corporate records and minute books of API as
provided to IC or its legal counsel contain the complete and accurate copies of
all meetings of corporate actions or written consents by the directors and
shareholders of API in API's possession or control, including, without
limitation, all by-laws and resolutions passed by the board of directors and
shareholders of API in API's possession or control and API's shareholder list.


                                       19


     3.19 Employees. No employee has made any claim or, to the best of API's
knowledge, has any basis for any action or proceeding against API, arising out
of any statute, ordinance or regulation relating to discrimination in employment
or employment practices, harassment, occupational health and safety standards or
worker's compensation. API has not made any agreements with any labor union or
employee association nor made any commitments to or conducted any negotiations
with any labor union or employee association with respect to any future
agreements. No trade union, council of trade unions, employee bargaining agency
or affiliated bargaining agent holds bargaining rights with respect to any of
API's employees by way of certification, interim certification, voluntary
recognition, designation or successor rights. Except as set forth on Schedule
3.19 there are no outstanding written or oral employment contracts, sales,
services, management or consulting agreements, employee benefit or profit-
sharing plans, or any bonus arrangements with any employee of API, nor are there
any outstanding oral contracts of employment which are not terminable on the
giving of reasonable notice in accordance with applicable law.

     3.20  Insurance.  Set forth in Schedule 3.20 attached hereto is a complete
list of all policies of insurance held by API.

     3.21  ERISA Compliance.  The "employee pension benefit plans," as such term
is defined in Section 3(2) of ERISA, which API sponsors, or to which it is
obligated to contribute (the "API Pension Plan") consist solely of the API
Electronics 401(k) Plan. Any employer contribution accrued with respect to, or
required to be made to, the API Pension Plan on or before the date hereof has
been made.  None of API, any officer of API  or any of the employee benefit
plans of API which are subject to ERISA, including the API Pension Plan, or any
trusts created thereunder, or any trustee or administrator thereof, has engaged
in a "prohibited transaction," as such term is defined in Section 4975 of the
Code or Sections 406 or 407 of ERISA, which could subject API, any officer of
API, any of such plans, or any such trusts to any material tax or penalty on
prohibited transactions imposed by such Section 4975 of the Code or which would
have a material adverse effect on API.   API is not obligated to provide any
benefit to any retiree from API under any of the "employee welfare benefit
plans," as such term is defined in Section 3(1) of ERISA, which API sponsors, or
to which it is obligated to contribute.   API is not and has not been a
contributing employer to any "multi-employer plan", as defined in ERISA.

                                   ARTICLE IV
                                   ----------

                         API, IC AND IC SUB ACTIVITIES
                         -----------------------------

     Between the date hereof and the first to occur of (i) the Effective Time of
the Merger or (ii) the termination of this Agreement, none of API,  IC or IC
Sub, or the Subsidiaries shall:  (a) amend its articles of incorporation or by-
laws, (b) engage any employees, (c) make or commit itself to make any capital
expenditures, (d) issue any shares of capital stock, other than pursuant to
currently existing options and warrants as set forth on Schedule 2.3, (e) engage
in any business activity of any type, except in the ordinary course of business
consistent with past practices (f) enter into any agreement of any type or
nature, except in the ordinary course of business consistent with past practices
or (g) incur any liabilities, whether fixed or contingent, except in the
ordinary course of business consistent with past practices.


                                       20


                                   ARTICLE V
                                   ---------

                             CONDITIONS TO CLOSING
                             ---------------------

     5.1  Conditions to Obligation of IC .  The obligations of IC to consummate
the Merger are subject to the fulfillment of each of the following conditions:

          (a) The representations and warranties of API contained in this Plan
     of Merger shall be true and correct at and as of the Closing with the same
     effect as though such representations and warranties had been made at the
     time of the Closing; and IC shall have received a certificate, dated as of
     the Closing Date, signed by an executive officer of API to the foregoing
     effect.

          (b) No action or proceeding shall have been instituted or threatened
     for the purpose or with the possible effect of enjoining or preventing the
     consummation of this Plan of Merger or seeking damages on account thereof.

          (c) All consents and approvals required in connection with the
     execution, delivery and performance of this Plan of Merger, if any, shall
     have been obtained.

          (d) All necessary action (corporate or otherwise) shall have been
     taken by API and its directors and stockholders to authorize, approve, and
     adopt this Plan of Merger and the consummation and performance of the
     Merger, and IC shall have received a certificate, dated as of the Closing
     Date, of an executive officer of API, to the foregoing effect.

          (e) Except for the filing of the Certificate of Merger with the
     Secretary of State of the State of Delaware, all action will have been
     taken, and all necessary third-party consents will have been obtained to
     enable API to consummate the Merger.

          (f) IC shall have received evidence reasonably satisfactory to IC of
     the requisite approval of the stockholders of API of this Plan of Merger
     and the Merger.

          (g) IC shall have received evidence satisfactory to IC from each of
     the Shareholders that each owns their respective shares of API Common Stock
     free and clear, and that such shares may be validly and effectively
     transferred to IC under the terms of this Agreement.

          (h) IC shall have received a certificate signed by the Secretary of
     API on behalf of API certifying as to the total number of shares of API
     Common Stock issued and outstanding as of the date of the Closing.

          (i) API shall deliver to IC at the Closing a favorable opinion of
     their attorneys in form satisfactory to the attorneys for API and the
     Shareholders, that:

               (i) they have acted as counsel to API in connection with this
          transaction;


                                       21

               (ii) the consummation of the transactions contemplated by this
          Agreement will not result in a breach of any term or provision of or
          constitute a default under the articles of incorporation or by-laws of
          API nor to the best of the knowledge of such attorneys, any indenture,
          agreement, instrument, license, or permit to which API is a party or
          by which it is bound, nor, to the best of the knowledge of such
          counsel, will the consummation of such transactions accelerate any
          commitment or obligation of API or result in the creation of any lien
          or encumbrance upon any of the assets or property of API;

               (iii) to the best of such attorneys' knowledge, API has
          outstanding no options, convertible securities, warrants or other
          convertible obligations, agreements or other commitments to allot,
          reserve, set aside, create, issue or sell any securities or any of its
          unissued share capital;

               (iv) API has the full power and authority to enter into and
          perform its obligations under this Agreement, and all corporate action
          necessary to authorize the performance by the Purchaser of its
          obligations under this Agreement, has been duly taken, and the
          Agreement is a legal, valid and binding obligation of API enforceable
          against it in accordance with its terms, subject to usual
          qualifications respecting equitable remedies and creditors' rights;
          and

               (v) such other matters as counsel for API or the Shareholders may
          consider advisable, acting reasonably.

     5.2  Conditions to Obligations of API.  The obligations of API and
Shareholders to consummate the Merger is subject to the fulfillment of the
following conditions:

          (a) The representations and warranties of IC contained in this Plan of
     Merger shall be true and correct at and as of the Closing with the same
     effect as though such representations and warranties had been made at the
     time of the Closing and API shall have received a certificate, dated as of
     the Closing Date, signed by the Chief Executive Officer of IC to the
     foregoing effect.

          (b) IC shall have, as of the Closing Date, cash or cash equivalents,
     net of all liabilities other than the contingent liability to Stockhouse
     Media Corporation described on Schedule 2.3, of at least Cdn. $1,800,000,
     except as otherwise agreed by API in writing.

          (c) No action or proceeding shall have been instituted or threatened
     for the purpose or with the possible effect of enjoining or preventing the
     consummation of this Plan of Merger or seeking damages on account thereof.

          (d) All consents and approvals required in connection with the
     execution, delivery and performance of this Plan of Merger, if any, shall
     have been obtained.


                                       22

          (e) All necessary action (corporate or otherwise) shall have been
     taken by API and its directors and stockholders to authorize, approve, and
     adopt this Plan of Merger and the consummation and performance of the
     Merger, and IC shall have received a certificate, dated as of the Closing
     Date, of an executive officer of API, to the foregoing effect.

          (f) Except for filing of the Certificate of Merger with the Secretary
     of State of the State of Delaware, all action will have been taken and all
     necessary third-party consents will have been obtained, to enable IC to
     consummate the Merger.

          (g) API shall have received evidence reasonably satisfactory to API of
     the requisite approval of the stockholders of IC and IC Sub of this Plan of
     Merger and the Merger.

          (h) API shall have received a certificate signed by the Secretary of
     IC on behalf of IC certifying as to the total number of shares of IC Common
     Stock and IC Special Shares and Preferred Shares issued and outstanding and
     the number of options, warrants and similar rights to purchase capital
     stock of IC outstanding as of the date of the Closing.

          (i) IC shall deliver to API and the Shareholders at the Closing a
     favorable opinion of their attorneys in form satisfactory to the attorneys
     for API and the Shareholders, that:

               (i) they have acted as counsel to IC, IC Sub and the Subsidiaries
          in connection with this transaction;

               (ii) each of IC and IL Canada is a corporation incorporated and
          validly subsisting under the laws of the Providence of Ontario, IL
          Nevada is a corporation incorporated and validly subsisting under the
          laws of the State of Nevada and IL Sub is a corporation incorporated
          and validly subsisting under the laws of the State of Delaware;

               (iii) all necessary corporate actions and proceedings have been
          taken by IC to permit the due and valid issuance by IC of the Exchange
          Shares and the Warrants to the Shareholders at the Closing and upon
          the completion of the transactions contemplated hereunder, such shares
          and Warrants will be issued and outstanding as fully paid and
          non-assessable;

               (iv) the consummation of the transactions contemplated by this
          Agreement will not result in a breach of any term or provision of or
          constitute a default under the constating documents, by-laws or
          resolutions of IC, IC Sub or the Subsidiaries nor to the best of the
          knowledge of such counsel, any indenture, agreement, instrument,
          license, permit or understanding to which IC, IC Sub or a Subsidiary
          is a party or by which it is bound, nor, to the best of the knowledge
          of such counsel, will the consummation of such transactions accelerate
          any commitment or obligation of IC, IC Sub or the Subsidiaries or
          result in the creation of any lien or encumbrance upon any of the
          assets or property of IC, IC Sub or the Subsidiaries;


                                       23

               (v) the execution and delivery of this Agreement by IC and IC Sub
          has not breached and the consummation of the transactions contemplated
          by this Agreement will not cause IC to be in breach of laws of the
          Province of Ontario and of Canada applicable therein;

               (vi) to the best of its knowledge, except as set forth on the
          certificate described in (h) above, IC has outstanding no options,
          convertible securities, warrants or other convertible obligations,
          agreements or other commitments to allot, reserve, set aside, create,
          issue or sell any securities or any of its unissued share capital;

               (vii) IC has the full power and authority to enter into and
          perform its obligations under this Agreement, and all corporate action
          necessary to authorize the performance by the Purchaser of its
          obligations under this Agreement, has been duly taken, and the
          Agreement is a legal, valid and binding obligation of IC enforceable
          against it in accordance with its terms, subject to usual
          qualifications respecting equitable remedies and creditors' rights;

               (viii) the authorized capital of IC consists of an unlimited
          number of common shares and an unlimited number of special shares, of
          which immediately prior to the issuance of the Exchange Shares,
          4,393,007 common shares, subject to rounding adjustments, and no
          special shares or preference shares have been duly issued and are
          outstanding as fully paid and non-assessable shares of IC;

               (ix) the Exchange Shares and Warrants have been duly issued under
          section 72(l)(j) of the Securities Act (Ontario) and the Exchange
          Shares are validly issued as fully paid and non-assessable shares in
          the capital stock of IC and the Warrants are validly issued in
          accordance with the Business Corporations Act (Ontario). The Warrant
          Stock issuable upon the exercise of the Warrants has been duly
          reserved for issuance upon such exercise, and when issued in
          accordance with the terms of the Warrants, will be validly issued,
          fully paid and nonassessable;

               (x) to the best of its knowledge, IC is a reporting issuer not in
          default of any of the requirements of the Securities Act (Ontario), or
          the Exchange Act or the Securities Act as at the Closing Date; and

               (xi) such other matter as counsel for API or the Shareholders may
          consider advisable, acting reasonably.

     In rendering such opinion, such counsel may, to the extent that they do not
have knowledge of any facts to the contrary, rely with respect to subclause (ix)
above upon a certified list of the shareholders of IC prepared by IC's transfer
agent, Equity Transfer Services Inc. and upon statutory declarations and
certificates of an officer of IC as may be reasonable in the circumstances.


                                       24

               (i) Directors. Upon Closing the Board of Directors of IC shall be
          comprised of Thomas W. Mills, Phillip DeZwirek, Jason DeZwirek, who
          are designees of API, and James C. Cassina and Sandra J. Hall, who are
          designees of IC.

     5.3  Conditions Subsequent to Obligation of IC and API.  The obligations,
other than as described in this Section 5.3, of IC and API hereunder shall be of
no force and effect and this Plan of Merger (other than as set forth in this
Section 5.3) shall be of no force and effect if the Merger is not effective by
11:59 p.m., New York City time on December 15, 2001, unless all parties hereto
agree to an extension.  In such event, the transactions that have been effected
pursuant to this Plan of Merger shall be unwound and this Plan of Merger shall
be of no force and effect including, without limitation, with respect to all
representations, warranties, covenants, and indemnification provisions.

                                   ARTICLE VI
                                   ----------

                                  TERMINATION
                                  -----------

     This Plan of Merger may be terminated prior to the Closing by the mutual
consent of IC and API.

                                  ARTICLE VII
                                  -----------

                                INDEMNIFICATION
                                ---------------

     7.1  Indemnification.  API agrees to indemnify and hold harmless IC, the
Subsidiaries, and each stockholder, officer, director, employee, and affiliate
of IC and the Subsidiaries (collectively, the "Indemnified IC Parties") from and
against any and all damages, losses, claims, liabilities, demands, charges,
suits, penalties costs, and expenses (including court costs and reasonable
attorneys' fees and expenses incurred in investigating and preparing for any
litigation or proceeding) (collectively, "Indemnified Costs") which any of the
Indemnified IC Parties may sustain, or to which any of the Indemnified IC
Parties may be subjected, arising out of any breach or default by API of or
under any of the representations, warranties, agreements, or other provisions of
this Plan of Merger or any agreement or document executed in connection herewith
(including, without limitation, the certificates to be delivered pursuant to
Sections 5.1(a) and (e) hereof), and IC agrees to indemnify and hold harmless
API and each stockholder, officer, director, employee, and affiliate of API
(collectively, the "Indemnified API Parties", and, together with the Indemnified
IC Parties, the "Indemnified Parties") from and against Indemnified Costs which
any Indemnified API Party may sustain, or to which any of the Indemnified API
Parties may be subjected, arising out of any breach or default by IC of or under
any of the representations, warranties, agreements, or other provisions of this
Plan of Merger or any agreement or document executed in connection herewith
(including, without limitation, the certificates to be delivered pursuant to
Sections 5.2(a) and (c) hereof).  The right to indemnification under this
Section VII shall survive the Merger.

     7.2  Defense of Third-Party Claims.  An Indemnified Party shall give prompt
written notice to API or IC (an "Indemnifying Party"), as the case may be, of
the commencement or assertion of any action, proceeding, demand, or claim by a
third party (collectively, a "third-party action") in respect of which such


                                       25

Indemnified Party shall seek indemnification hereunder.  Any failure so to
notify an Indemnifying Party shall not relieve such Indemnifying Party from any
liability that it may have to such Indemnified Party under this Article VII
unless the failure to give such notice materially and adversely prejudices such
Indemnifying Party.  The Indemnifying Parties shall have the right to assume
control of the defense of, settle, or otherwise dispose of such third-party
action on such terms as they deem appropriate; provided, however, that:

          (a) The Indemnified Party shall be entitled, at its own expense, to
     participate in the defense of such third-party action;

          (b) The Indemnifying Parties shall obtain the prior written approval
     of the Indemnified Party before entering into or making any settlement,
     compromise, admission, or acknowledgment of the validity of such third-
     party action or any liability in respect thereof if, pursuant to or as a
     result of such settlement, compromise, admission, or acknowledgment,
     injunctive or other equitable relief would be imposed against the
     Indemnified Party, such settlement, compromise, admission, or
     acknowledgment could have a material adverse effect on its business or, in
     the case of an Indemnified Party who is a natural person, on his or her
     assets or interests;

          (c) No Indemnifying Party shall consent to the entry of any judgment
     or enter into any settlement that does not include as an unconditional term
     thereof the giving by each claimant or plaintiff to each Indemnified Party
     of a release from all liability in respect of such third-party action; and

          (d) The Indemnifying Party shall not be entitled to control (but shall
     be entitled to participate at its own expense in the defense of such third-
     party action), and the Indemnified Party shall be entitled to have control
     over its counsel in the defense or settlement of any third-party action
     applicable to it (i) as to which the Indemnifying Party fails to assume the
     defense within a reasonable length of time or (ii) if  the Indemnified
     Party and the Indemnified Party have materially different defenses to such
     third-party action and a conflict of interest would exist for a single firm
     of attorneys to represent both the Indemnified Party and the Indemnifying
     Party; provided, however, that the Indemnified Party shall make no
     settlement, compromise, admission, or acknowledgment which would give rise
     to liability on the part of any Indemnifying Party without the prior
     written consent of the Indemnifying Party.

     The parties hereto shall extend reasonable cooperation in connection with
the defense of any third-party action pursuant to this Article VII and, in
connection therewith, shall furnish such records, information, and testimony and
attend such conferences, discovery proceedings, hearings, trials, and appeals as
may be reasonably requested.

     7.3  Direct Claims.  In any case in which an Indemnified Party seeks
indemnification hereunder which is not subject to Section 7.2 hereof because no
third-party action is involved, the Indemnified Party shall notify the
Indemnifying Party in writing of any Indemnified Costs which he, she, or it
claims are subject to indemnification under the terms hereof.  The failure of
the Indemnified Party to exercise promptness in such notification shall not
amount to a waiver of such claim unless the resulting delay materially
prejudices the position of the Indemnifying Party with respect to such claim.


                                       26


                                  ARTICLE VIII
                                  ------------

                                 MISCELLANEOUS
                                 -------------

     8.1  Prior Agreements, Amendments, and Waivers.  This Plan of Merger
(together with the documents delivered pursuant hereto) supersedes all prior
documents, understandings, and agreements, oral or written, relating to this
transaction and constitutes the entire understanding among the parties with
respect to the subject matter hereof.  Any modification or amendment to, or
waiver of, any provision of this Plan of Merger (or any document delivered
pursuant to this Plan of Merger unless otherwise expressly provided therein) may
be made only by an instrument in writing executed by the party against whom
enforcement thereof is sought.

     8.2  Successors and Assigns.  None of IC Sub's, IC 's or API's rights or
obligations under this Plan of Merger may be assigned.  Any assignment in
violation of the foregoing shall be null and void.  Subject to the preceding
sentences of this Section 8.2, the provisions of this Plan of Merger (and,
unless otherwise expressly provided therein, of any document delivered pursuant
to this Plan of Merger) shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors,
and assigns.

     8.3  Expenses.  IC and IC Sub shall pay all of their costs and expenses
incurred in connection with this Plan of Merger.  API shall pay all of its costs
and expenses of API in connection with this Plan of Merger.  The Shareholders
shall pay all of their respective costs and expenses in connection with this
Plan of Merger.

     8.4  Invalid Provisions.  If any provision of this Plan of Merger is held
to be illegal, invalid, or unenforceable under present or future laws, such
provision shall be fully severable, this Plan of Merger shall be construed and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part of this Plan of Merger, and the remaining provisions of this
Plan of Merger shall remain in full force and effect and shall not be affected
by the illegal, invalid, or unenforceable provision or by its severance from
this Plan of Merger.

     8.5  Waiver.  No failure or delay on the part of any party in exercising
any right, power, or privilege hereunder or under any of the documents delivered
in connection with this Plan of Merger shall operate as a waiver of such right,
power, or privilege; nor shall any single or partial exercise of any such right,
power, nor privilege preclude any other or future exercise thereof or the
exercise of any other right, power, or privilege.

     8.6  Notices.  Any notices required or permitted to be given under this
Plan of Merger (and, unless otherwise expressly provided therein, under any
document delivered pursuant to this Plan of Merger) shall be given in writing
and shall be deemed received (a) when personally delivered to the relevant party
at its address as set forth below, (b) if sent by nationally recognized
overnight courier service, on the next business day following the date when
timely tendered to such service, delivery prepaid, or (c) if sent by mail, on


                                       27


the third (3rd) business day following the date when deposited in the United
States mail, certified or registered mail, postage prepaid, to the relevant
party at its address indicated below:

     API:                Phillip DeZwirek
                         505 University Avenue
                         Suite 1400
                         Toronto, Ontario  M5G 1X3
                         Canada

     With a copy to:     Sugar, Friedberg & Felsenthal
                         30 N. LaSalle St., Ste. 2600
                         Chicago, Illinois 60602
                         Attn:  Leslie J. Weiss, Esq.

     IC:                 InvestorLinks.com, Inc.
                         Suite 301
                         2 Adelaide Street West
                         Toronto, Ontario  M5H 1L6
                         Canada

     With a copy to:     Wayne Egan
                         Weir Foulds LLP
                         Suite 1600, The Exchange Tower
                         P.O. Box 480
                         130 King Street West
                         Toronto, Ontario  M5X 1J5
                         Canada

Each party may change its or his address for purposes of this Section 8.6 by
proper notice to the other parties.

     8.7  Survival of Representations, Warranties, and Covenants.  The
 representations, and warranties made hereunder or pursuant hereto or in
connection with the transactions contemplated hereby shall survive the Closing
for a period of twenty-four (24) months.

     8.8  No Third-Party Beneficiaries.  Except as otherwise contemplated by
Article VII hereof, no person or entity not a party to this Plan of Merger shall
be deemed to be a third-party beneficiary hereunder or entitled to any rights
hereunder.

     8.9  Governing Law.  This Plan of Merger shall be governed by and construed
in accordance with the laws of the State of Delaware.


                                       28


     8.10  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be effective only upon delivery and thereafter
shall be deemed an original, and all of which shall be taken to be one and the
same instrument, with the same effect as if all parties hereto had all signed
the same signature page.  Any signature page of this Agreement may be detached
from any counterpart of this Agreement without impairing the legal effect of any
signatures thereon and may be attached to another counterpart of this Agreement
identical in form hereto but having attached to it one or more additional
signature pages.

                                   ARTICLE IX
                                   ----------

                          SHAREHOLDER REPRESENTATIONS
                          ---------------------------

     Each Shareholder that resides in the United States hereby represents and
warrants, severally and not jointly, that as of the Closing:

     9.1  Authorization.  Such Shareholder has full power and authority to enter
into this Agreement, which constitutes such Shareholder's valid and legally
binding obligation, enforceable in accordance with its terms except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws or court decisions of general application affecting enforcement of
creditors rights generally or (ii) as limited by laws or court decisions
relating to the availability of specific performance, injunctive relief or other
equitable remedies or equitable principles of general applicability.

     9.2  Purchase Entirely for Own Account.  This Agreement is made with each
Shareholder in reliance upon such Shareholder's representation to IC, which by
such Shareholder's execution of this Agreement such Shareholder hereby confirms,
that the Shareholder and the Warrants to be received by such Shareholder and the
Warrant Shares (collectively, the "Securities") will be acquired for investment
for such Shareholder's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that such
Shareholder has no present intention of selling, granting any participation in,
or otherwise distributing the same.  By executing this Agreement, each
Shareholder further represents that such Shareholder does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Securities.  In particular, each Shareholder acknowledges that IC is entering
into this Agreement, and will not be registering or qualifying the offer or sale
of the IC Common Stock and Warrants under the Ontario, United States state or
United States federal securities laws, in reliance upon the truth and accuracy
of such Shareholder's representations and warranties in this Article 9.

     9.3  Disclosure of Information.  Such Shareholder further represents that
he has had an opportunity to ask questions and receive answers from the IC
regarding the terms and conditions of the offering of the IC Common Stock and
Warrants and the business, properties, prospects and financial condition of IC.
The foregoing, however, does not limit or modify the representations and
warranties of IC in Article II of this Agreement or the right of such
Shareholder to rely thereon.

     9.4  Investment Experience.  Such Shareholder has previously invested  in
securities of small businesses and companies in the early stages of development
and acknowledges that he is able to fend for himself, can bear the economic risk
of his investment, and has such knowledge and experience in financial or
business matters that he is capable of evaluating the merits and risks of the
investment in the IC Common Stock and Warrants.  Such Shareholder is able to
bear the economic risk of any investment in the IC Common Stock and Warrants for
an indefinite period of time.


                                       29

     9.5  Residence.  Thomas W. Mills is a New York resident and TIC is a
Delaware Corporation.  The other shareholders reside outside of the United
States.

     9.6  Restricted Securities.  Each Shareholder residing in the United States
understands that the Securities are characterized as "restricted securities"
under the United States federal securities laws inasmuch as the Securities are
being acquired from IC in a transaction not involving registration or a public
offering and that under such laws and applicable regulations such Securities may
be resold in the United States without registration under the Securities Act of
1933, only in certain limited circumstances.  In this connection, such
Shareholder represents that he is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act 1933.

                                   * * * * *

     IN WITNESS WHEREOF, the parties hereto have duly executed this Plan of
Merger in one or more counterparts (all of which shall constitute one and the
same agreement) as of the day and year first above written.

IC:                                API:
----                               ----

INVESTORLINKS.COM INC.             API ELECTRONICS, INC


By:_________________________       By:____________________________

 Its:_______________________        Its:__________________________


IC SUB:
-------

API ACQUISITION CORP.


By:_________________________

 Its:_______________________


SHAREHOLDERS:
-------------

GREEN DIAMOND CORP.


By:_________________________       _______________________________
                                   Thomas W. Mills
 Its:_______________________


                                       30


TECHNAPOWER INDUSTRIES             SELOZ GESTION & FINANCE SA
CORPORATION


By:_________________________       By:____________________________

 Its:_______________________        Its:__________________________



MING CAPITAL ENTERPRISES INC.      SHANGRI-LA INVESTMENTS INC.

By:_________________________       By:____________________________

 Its:_______________________        Its:__________________________


PRIVATE INVESTMENT COMPANY LTD.    PARTNER MARKETING AG

By:_________________________       By:____________________________

 Its:_______________________        Its:__________________________


CCD CONSULTING COMMERCE DISTRIBUTION AG

By:_________________________

 Its:_______________________



HAPI HANDELS-UND BETEILIGUNGSQESELLSCHAFT MBH

By:_________________________

 Its:_______________________


                                   SCHEDULE 1

                                  EXHIBIT "A"
                          FORM OF WARRANT CERTIFICATE
                                                                          WA -#.
                  . A WARRANTS EXERCISABLE FOR COMMON SHARES OF
                           API Electronics Group Inc.


          EXERCISABLE BEFORE 5:00 p.m. (TORONTO TIME) ON THE
          28th DAY OF FEBRUARY, 2003, AFTER WHICH TIME THIS
          WARRANT CERTIFICATE WILL BE NULL AND VOID

          COMMON SHARE PURCHASE WARRANTS TO PURCHASE
          COMMON SHARES OF API ELECTRONICS GROUP INC.
          (Amalgamated under the Business Corporations Act (Ontario))


          THIS IS TO CERTIFY THAT, for value received, ., (the "Holder") is
entitled, subject to adjustment, to purchase at any time before 5:00 p.m.
(Toronto time) on the 28th day of February, 2003 (the "Expiry Time") fully paid
and non-assessable common shares ("Shares") in the capital of API Electronics
Group Inc. (the "Company") as constituted on the date at an exercise price of US
$0.45, on the basis of one (1) Share for each of the . Warrants evidenced
hereby.

          The Warrants represented hereby shall be deemed to be so surrendered
only upon  receipt thereof by the Company at the office specified below and
shall be surrendered only by personal delivery, courier or prepaid registered
mail.

          Shares will not be issued pursuant to any Warrants if the issuance of
such Shares would constitute a violation of the securities laws of any
jurisdiction.

1.  After the Expiry Time, all rights under any Warrants evidenced hereby, in
respect of which the right of subscription and purchase herein provided shall
not theretofore have been exercised, shall wholly cease and terminate and such
Warrants shall be void and of no value or effect.

2.  The Holder may exercise the right of purchase herein provided for by
surrendering or delivering to the Company prior to the Expiry Time at its
principal office (a) this certificate, with the Subscription duly completed and
executed by the holder or its legal representative or attorney, duly appointed
by an instrument in writing in form and manner satisfactory to the Company, and
(b) either: (1) cash or a certified cheque, money order or bank draft payable to
or to the order of the Company in lawful money of Canada at par in the province
of Ontario, in an amount equal to the Exercise Price multiplied by the number of
Shares for which subscription is being made (the "Aggregate Exercise Price"); or
(2) the surrender to the Company of debt or equity securities of the Company
having a Market Price equal to the Aggregate Exercise Price of the Common Stock
being purchased upon such exercise or (3) a written notice to the Company that
the Purchaser is exercising the Warrant (or a portion thereof) by authorizing
the Company to withhold from issuance a number of shares of Common Stock


                                       2

issuable upon such exercise of the Warrant which when multiplied by the Market
Price of the Common Stock is equal to the Aggregate Exercise Price (and such
withheld shares shall no longer be issuable under this Warrant).

          Any warrant certificate, certified cheque, money order or bank draft
referred to in this  Section 2 shall be deemed to be surrendered only upon
delivery thereof to the Company at its principal office in the manner provided
in section 14 hereof.

3.  Upon such delivery and payment as aforesaid, the Company shall cause to be
issued to the Holder hereof the Shares subscribed for not exceeding those which
such Holder is entitled to purchase pursuant to this certificate and the Holder
hereof shall become a shareholder of the Company in respect of such shares with
effect from the date of such delivery and payment and shall be entitled to
delivery of a certificate or certificates evidencing such shares and the Company
shall cause such certificate or certificates to be mailed to the Holder hereof
at the address or addresses specified in such subscription within five (5)
business days of such delivery and payment.

     The issuance of certificates for Shares upon exercise of this Warrant shall
be made without charge to the Holder (or an person having been duly assigned the
Warrant) for any issuance tax in respect thereof or other cost incurred by the
Company in connection with such exercise and the related issuance of Shares.
The Company shall take all such actions as are necessary in order to ensure that
each Share issuable upon exercise of this Warrant shall upon payment of the
Exercise Price therefor, be validly issued, fully paid and nonassessable and
free from all liens, charges and encumbrances with respect to the issuance
thereof.

     The Company shall not close its books against the transfer of this Warrant
or of any Share issued or issuable upon the exercise of this Warrant in any
manner which interferes with the timely exercise of this Warrant.

     The Company shall assist and cooperate with the Holder (or an person having
been duly assigned the Warrant) required to make any governmental filings or
obtain any governmental approval prior to or in connection with any exercise of
this Warrant (including, without limitation, making any filings required to be
made by the Company).

4.   The Holder may subscribe for and purchase a number of Shares less than the
number it is entitled to purchase pursuant to this certificate. In the event of
any such subscription and purchase prior to the Expiry Time, the Holder shall in
addition be entitled to receive, without charge, a new warrant certificate in
respect of the balance of the Shares of which it was entitled to purchase
pursuant to this certificate and which were then not purchased.

5.  Notwithstanding any adjustments provided for in section 8 hereof or
otherwise, the Company shall not be required upon the exercise of any Warrants,
to issue fractional Shares in satisfaction of its obligations hereunder. To the
extent that the Holder would be entitled to purchase a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with
other rights which in the aggregate entitle the Holder to purchase a whole
number of Shares.


                                       3

6.  Nothing in this certificate or in the holding of a Warrant evidenced hereby
shall be construed as conferring upon the Holder any right or interest
whatsoever as a shareholder of the Company.

7.  The Company covenants and agrees that (a) so long as any Warrants evidenced
hereby remain outstanding, it shall reserve and there shall remain unissued out
of its authorized capital a sufficient number of Shares to satisfy the right of
purchase herein provided for should the Holder determine to exercise its rights
in respect of all the Shares for the time being called for by such outstanding
Warrants, and (b) all Shares which shall be issued upon the exercise of the
right to purchase herein provided for, upon payment thereof of the amount at
which such Shares may at the time be purchased pursuant to the provisions
hereof, shall be issued as fully paid and non-assessable Shares and the holders
thereof shall not be liable to the Company or to its creditors in respect
thereof.

8.  The Exercise Price and the number of Shares purchasable upon exercise of the
Warrants evidenced hereby shall be subject to adjustment from time to time in
the events and in the manner provided as follows:

(a)    If and whenever at any time prior to the Expiry Time, the Company shall
(i) consolidate the outstanding Shares into a lesser number of Shares or (ii)
subdivide the outstanding Shares into a greater number of Shares, as the case
may be, the Exercise Price shall be adjusted to that amount determined by
multiplying the Exercise Price in effect immediately prior to such date by a
fraction, of which the numerator shall be the number of Shares outstanding on
such date before giving effect to such consolidation or subdivision and of which
the denominator shall be the number of Shares outstanding after giving effect to
such consolidation or subdivision. Such adjustment shall be made successively
whenever any event referred to in this subsection (a) shall occur.

(b)    If and whenever at any time prior to the Expiry Time, there is a
reclassification or redesignation of the Shares into other shares or a
reorganization of the Company (other than as described in subsection
8(a)hereof), or an amalgamation, merger or arrangement, which does not result in
reclassification of the outstanding Shares or a change of the Shares into other
shares or a sale or conveyance of the property and assets of the Company as an
entirety or substantially as an entirety to any other body corporate or other
entity, the Holder, if it has not exercised its right of purchase prior to the
effective date of such reclassification, redesignation, change, reorganization,
amalgamation, merger, arrangement, sale or conveyance, upon the exercise of such
right thereafter, shall be entitled to receive and shall accept in lieu of the
number of Shares then subscribed for by it, but for the same aggregate
consideration payable therefor, the number of shares or other securities or
property of the Company or of the body corporate, or such other entity resulting
from such amalgamation, merger or arrangement or to which such sale or
conveyance may be made, as the case may be, that the Holder would have been
entitled to receive on such reclassification, redesignation, change,
reorganization, amalgamation, merger, arrangement, sale or conveyance if, on the
record date or the effective date thereof, as the case may be, it had been the
registered holder of the number of Shares so subscribed for.

(c)    If and whenever prior to the Expiry Time, the Shares of the Company
shall be subdivided into a greater or consolidated into a lesser number of
shares, the Holder if it has not exercised its right of purchase on or prior to
the record date or effective date, as the case may be, of such subdivision or


                                       4

consolidation, upon the exercise of such right thereafter, shall be entitled to
receive and shall accept in lieu of the number of Shares of the Company then
subscribed for by it, at the Exercise Price determined in accordance with this
section 8, the aggregate number of Shares of the Company (calculated to the
nearest hundredth) that the Holder would have been entitled to receive as a
result of such subdivision or consolidation if, on such record date, it had been
the registered holder of the number of Shares for which subscription is being
made.

     (d)   The adjustments provided for in this section 8 in the Exercise Price
and in the number and classes of shares which are to be received on the exercise
of the Warrants, are cumulative and shall, in the case of adjustments to the
Exercise Price, be computed to the nearest one-tenth of one cent. After any
adjustment pursuant to this section 8, the term "Shares" where used in this
certificate shall be interpreted to mean shares of any class or classes which,
as a result of all prior adjustments pursuant to this section 8, the Holder is
entitled to receive upon the full exercise of a Warrant entitling it to purchase
the number of Shares so indicated.

      (e)   In the event of any question arising with respect to adjustment
provided for in this section 8, such question shall be conclusively determined
by the Company's auditors, or, if they are unable or unwilling to act, by such
other firm of independent chartered accountants as may be selected by the board
of directors of the Company, who shall have access to all necessary records of
the Company, the Holder and all other persons in interest and such determination
shall be binding upon the Company and the Holder.

     (f)  As a condition precedent to the taking of any action which would
require an adjustment pursuant to this section 8 in any of the subscription
rights pursuant to the Warrants, including the Exercise Price or the number and
classes of shares which are to be received upon the exercise thereof, the
Company shall take any corporate action which may, in the opinion of counsel of
the Company, be necessary in order that the Company has unissued and reserved in
its authorized capital and may validly and legally issue as fully paid and
non-assessable all the shares which the Holder is entitled to receive on the
full exercise hereof in accordance with the provisions hereof.

9.  Adjustment of Exercise Price and Number of Shares upon Issuance of Common
Shares.

     (i) If and whenever on or after the date of issuance of this Warrant, the
Company issues or sells, or in accordance with Section 10 is deemed to have
issued or sold, any Common Shares for a consideration per share ("Issue Price")
less than the Exercise Price in effect immediately prior to such time or that is
less than zero, then immediately upon such issue or sale the Exercise Price
shall be reduced to the Issue Price; provided, however, that in the event the
Issue Price is zero or less than zero, the Exercise Price shall be reduced to
the lower of one-tenth (1/10th) of the Exercise Price in effect immediately
prior to such issuance and the par value of the underlying security.  Upon each
such adjustment of the Exercise Price hereunder, the number of Common Shares
acquirable upon exercise of this Warrant shall be adjusted to the number of
shares determined by multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of Common Shares acquirable upon exercise of
this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.


                                      5


     (ii) Notwithstanding the foregoing, there shall be no adjustment to the
Exercise Price or the number of Common Shares obtainable upon exercise of this
Warrant as a result of any issue or sale (or deemed issue or sale):

          (a) upon exercise or conversion of any Options or convertible
          securities outstanding as of the issue date of the Warrant;

          (b) in connection with stock splits, stock dividends, subdivisions,
          combinations, recapitalizations or reclassifications of share for
          which adjustments were made pursuant to this Section 8;

          (c) in connection with equipment leasing or bank or other commercial
          debt financing transactions (i) approved by the Board of Directors of
          the Company and (ii) not in excess of five percent (5%) of the
          Company's outstanding shares of Common Stock on an "as-if converted"
          and fully diluted basis;

          (d) in connection with the Company's merger with or acquisition of
          another business entity, provided that the Holders of the Warrants
          representing a majority of the Shares obtainable upon exercise of all
          Warrants then outstanding have approved such transaction; or

          (e) In connection with strategic transactions (i) so long as the
          exclusion from the adjustment required to be made pursuant to Section
          9 (i) is specifically approved by the Holders of the Warrants
          representing a majority of the Shares obtainable upon exercise of all
          Warrants then outstanding on a case by case basis, and (ii) not in
          excess of five percent (5%) of the Company's outstanding Common Shares
          on an "as-if converted" and fully diluted basis.

10.  Effect on Exercise Price of Certain Events.  For purposes of determining
the adjusted Exercise Price under Section 9, the following shall be applicable:

     (i) Issuance of Rights or Options.  If the Company in any manner grants or
sells any Options and the price per share for which Common Stock is issuable
upon the exercise of such Options, or upon conversion or exchange of any
Convertible Securities issuable upon exercise of such Options, is less than the
Exercise Price in effect immediately prior to the time of the granting or sale
of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Options shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the granting or sale of such Options for such
price per share.  For purposes of this paragraph, the "price per share for which
Common Stock is issuable" shall be determined by dividing (A) the total amount,
if any, received or receivable by the Company as consideration for the granting
or sale of such Options, plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Options, plus in
the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the issuance or sale of such Convertible Securities and the conversion or


                                       6

exchange thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options.  No
further adjustment of the Exercise Price shall be made when Convertible
Securities are actually issued upon the exercise of such Options or when Common
Stock is actually issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.

         (ii) Issuance of Convertible Securities.  If the Company in any manner
issues or sells any Convertible Securities and the price per share for which
Common Stock is issuable upon conversion or exchange thereof is less than the
Exercise Price in effect immediately prior to the time of such issue or sale,
then the maximum number of shares of Common Stock issuable upon conversion or
exchange of such Convertible Securities shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the issuance or sale of
such Convertible Securities for such price per share.  For the purposes of this
paragraph, the "price per share for which  Common Stock is issuable" shall be
determined by dividing (A) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the conversion or exchange thereof, by (B) the total maximum
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities.  No further adjustment of the Exercise Price shall
be made when Common Stock is actually issued upon the conversion or exchange of
such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
Exercise Price had been or are to be made pursuant to other provisions of this
Section 2, no further adjustment of the Exercise Price shall be made by reason
of such issue or sale.

         (iii) Change in Option Price or Conversion Rate. If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the conversion or exchange of any Convertible Securities or the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
changes at any time, the Exercise Price in effect at the time of such change
shall be immediately adjusted to the Exercise Price (determined in accordance
with Section 9 above) which would have been in effect at such time had such
Options or Convertible Securities still outstanding provided for such changed
purchase price, additional consideration or conversion rate, as the case may be,
at the time initially granted, issued or sold and the number of shares of Common
Stock issuable hereunder shall be correspondingly adjusted; provided, that if
such adjustment (determined in accordance with Section 9 above) would result in
an increase of the Exercise Price then in effect, no adjustments shall be made.

         (iv) Calculation of Consideration Received. If any Common Stock, Option
or Convertible Security is issued or sold or deemed to have been issued or sold
for cash, the consideration received therefor shall be deemed to be the amount
received by the Company therefor (net of discounts, commissions and related
expenses). If any Common Stock, Option or Convertible Security is issued or sold
for a consideration other than cash, the amount of the consideration other than
cash received by the Company shall be the fair value of such consideration,
except where such consideration consists of securities, in which case the amount
of consideration received by the Company shall be the Market Price thereof as of


                                       7

the date of receipt.  If any Common Stock, Option or Convertible Security is
issued to the owners of the non-surviving entity in connection with any merger
in which the Company is the surviving corporation, the amount of consideration
therefor shall be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such Common
Stock, Option or Convertible Security, as the case may be.  The fair value of
any consideration other than cash and securities shall be determined jointly by
the Company and the Registered Holders of Warrants representing a majority of
the shares of Common Stock obtainable upon exercise of such Warrants.  If such
parties are unable to reach agreement within a reasonable period of time, the
fair value of such consideration shall be determined by an independent appraiser
experienced in valuing such type of consideration jointly selected by the
Company and the Registered Holders of Warrants representing a majority of the
shares of Common Stock obtainable upon exercise of such Warrants, provided.  The
determination of such appraiser shall be final and binding on the Company and
the Registered Holders of the Warrants, and the fees and expenses of such
appraiser shall be borne by the Company.

     (v)       Integrated Transactions.  In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option shall be deemed to
have been issued for a consideration of $.01.

     (vi)      Treasury Shares. The number of Shares outstanding at any given
time shall not include shares owned or held by or for the account of the Company
or any Subsidiary, and the disposition of any shares so owned or held shall be
considered an issue or sale of Shares.

     (vii)     Record Date.  If the Company takes a record of the holders of
Common Share for the purpose of entitling them (A) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (B) to subscribe for or purchase Common Shares, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the Common Shares deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

11.  In the case of the consolidation, amalgamation, merger or transfer of the
undertaking or assets of the Company as an entirety or substantially as an
entirety to another corporation, (the "Successor"), the Successor shall
expressly assume, by written agreement in form reasonably satisfactory to the
Holder and executed and delivered to the Holder, the due and punctual
performance and observance of such and every covenant and condition of this
certificate to be performed and observed by the Company.

12.  Subject as herein provided, all or any of the rights conferred upon the
Holder may be enforced by the Holder by appropriate legal proceedings. No
recourse under or upon any obligation, covenant or agreement herein contained or
in any of the Warrants issued hereunder shall be had against any shareholder,
officer, or director of the Company, either directly or through the Company, it
being expressly agreed and declared that the obligations under the Warrants
evidenced hereby are solely corporate obligations of the Company and that no


                                       8

personal liability whatsoever shall attach to or be incurred by the
shareholders, officers or directors of the Company or any of them in respect
hereof, any and all rights and claims against every such shareholder, officer or
director being hereby expressly waived as a condition of and as a consideration
for the issue of the Warrants evidenced hereby.

13.  If the Warrant certificate evidencing the Warrants issued hereby becomes
stolen, lost, mutilated or destroyed, the Company may, on such terms as it may
in its discretion impose, respectively issue and countersign a new warrant
certificate of like denomination, tenor and date as the certificate so stolen,
lost, mutilated or destroyed.

14.  Any notice of delivery or surrender of documents to the Company under the
provisions of this certificate shall be valid and effective if delivered
personally to an officer of the Company or if sent by registered letter, postage
prepaid, addressed to the Company at 505 University Avenue, Suite 1400, Toronto,
Ontario, M5G 1X3, to the attention of the President and shall be deemed to have
been effectively given, received and made on the date of delivery or on the
fourth business day after the time of mailing or upon actual receipt, whichever
is sooner. The Company may from time to time notify the Holder in writing of a
change of address. In the case of disruption in postal services, any notice, if
mailed, shall not be deemed to have been effectively given until it is
personally delivered.

15.  This certificate and the Warrants issued hereunder shall be governed by,
performed, construed and enforced in accordance with the laws of the province of
Ontario and the laws of Canada applicable therein.

16.  Time shall be of the essence hereof.

17.  This Warrant and the Shares issuable on exercise therof have not been
registered under the Securities Act of 1933, as amended (the "U.S. Securities
Act") or the securities laws of any state of the United States and may not be
offered for sale or sold unless registered under the U.S. Securities Act and the
securities laws of all applicable states of the United States or an exemption
from such registration requirements is available.

          IN WITNESS WHEREOF the Company has caused this Warrant certificate to
be signed by its duly authorized officers as of ., 2001.

                    API ELECTRONICS GROUP INC.

                    By:__________________________


                    By:__________________________


                                       9


                                 TRANSFER FORM


  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
to

________________________________________________________________________________

   Address:
________________________________________________________________________________


   Telecopier Number:
________________________________________________________________________________


the Warrants represented by the within Warrant certificate and do(es) hereby
irrevocably constitute and appoint


________________________________________________________________________________

________________________________________________________________________________

attorney to transfer the said Warrants represented hereby on the books of the
Company with full power of substitution in the premises.


DATED ____________________________________________________, ________________.


In the presence of


_____________________         __________________________________________________
Signature Guaranteed          Signature of Registered Warrantholder*


          _______________________________
          Print Name in Full


NOTICE:   The signature on this assignment must correspond with the name entered
          in the registration panel of this certificate.  The transferor must
          pay to the Company all exigible taxes.

* A guarantee of signature will be required with respect to the execution of the
Subscription  Form or a transaction relating to the Warrants represented by this
Warrant certificate which results in a change of registration of this Warrant
certificate or the registration of Common Shares upon the exercise of the
Warrants represented hereby.  A guarantee of signature may be given by any
Canadian chartered bank, any trust company which is a member of The Trust
Companies Association of Canada or by a member firm of The Toronto Stock
Exchange.


                               SUBSCRIPTION FORM




TO:  API Electronics Group Inc.
     505 University Avenue
     Suite 1400
     Toronto, ON  M5G 1X3

  The undersigned holder of the Warrants evidenced by the within Warrant
certificate hereby subscribes for _____________________________________ Common
Shares of API Electronics Group Inc. (or such number of Common Shares or other
securities or property to which such subscription entitles the holder in lieu
thereof or in addition thereto under the provisions mentioned in such Warrant
certificate) pursuant to such Warrants exercisable at an exercise price of US
$0.45 until the Expiry Time (or such other price as is determined pursuant to
this Warrant certificate) on the terms specified in such Warrant certificate,
and encloses herewith a certified cheque, bank draft or money order payable to
the order of the Company  in payment therefor.

  The undersigned hereby irrevocably directs that the said Common Shares be
issued and delivered as follows:


                                                                 Taxpayer
                                                                 Identification
Name(s) in Full   Address(es)  SIN Number      Number(s) of      Number (if
                              (if applicable)  Common Shares     applicable)

_______________   ___________  ______________  _____________     _______________

_______________   ___________  ______________  _____________     _______________


_______________   ___________  ______________  _____________     _______________



                                                                   (Page 1 of 2)


(Please print full name in which share certificates are to be issued.  If any
shares are to be issued to a person or persons other than the holder, the holder
must pay to the Company all exigible transfer taxes or other government
charges.)


  DATED this ________________ day of _________________________, ____________.



____________________________                           _________________________
Signature Guaranteed                                   Signature of Subscriber


                                                       _________________________
                                                       Name of Subscriber


                                                       _________________________
                                                       Address of Subscriber


                                                       _________________________


[ ]  Please check if the share certificates are to be delivered at the office
     where this Warrant certificate is surrendered, failing which the
     certificates will be mailed.

     Certificates will be delivered or mailed only after the transfer books of
     the Company have been opened for five (5) Business Days after the due
     surrender of this Warrant certificate as aforesaid.

                                                                 (Page 2 of 2)



                                   SCHEDULE 2

                                  EXHIBIT " B"
                          FORM OF WARRANT CERTIFICATE
                                                                          WB -#.
                  . B WARRANTS EXERCISABLE FOR COMMON SHARES OF
                           API Electronics Group Inc.


          EXERCISABLE BEFORE 5:00 p.m. (TORONTO TIME) ON THE
          30th DAY OF AUGUST, 2003, AFTER WHICH TIME THIS
          WARRANT CERTIFICATE WILL BE NULL AND VOID

          COMMON SHARE PURCHASE WARRANTS TO PURCHASE
          COMMON SHARES OF API ELECTRONICS GROUP INC.
          (Amalgamated under the Business Corporations Act (Ontario))


          THIS IS TO CERTIFY THAT, for value received, ., (the "Holder") is
entitled, subject to adjustment, to purchase at any time before 5:00 p.m.
(Toronto time) on the 30th day of August, 2003 (the "Expiry Time") fully paid
and non-assessable common shares ("Shares") in the capital of API Electronics
Group Inc. (the "Company") as constituted on the date at an exercise price of
US $0.75, on the basis of one (1) Share for each of the . Warrants evidenced
hereby.

          The Warrants represented hereby shall be deemed to be so surrendered
only upon  receipt thereof by the Company at the office specified above and
shall be surrendered only by personal delivery, courier or prepaid registered
mail.

          Shares will not be issued pursuant to any Warrants if the issuance of
such Shares would constitute a violation of the securities laws of any
jurisdiction.

1.  After the Expiry Time, all rights under any Warrants evidenced hereby, in
respect of which the right of subscription and purchase herein provided shall
not theretofore have been exercised, shall wholly cease and terminate and such
Warrants shall be void and of no value or effect.

2.  The Holder may exercise the right of purchase herein provided for by
surrendering or delivering to the Company prior to the Expiry Time at its
principal office (a) this certificate, with the Subscription duly completed and
executed by the holder or its legal representative or attorney, duly appointed
by an instrument in writing in form and manner satisfactory to the Company, and
(b) either: (1) cash or a certified cheque, money order or bank draft payable to
or to the order of the Company in lawful money of Canada at par in the province
of Ontario, in an amount equal to the Exercise Price multiplied by the number of
Shares for which subscription is being made (the "Aggregate Exercise Price"); or
(2) the surrender to the Company of debt or equity securities of the Company
having a Market Price equal to the Aggregate Exercise Price of the Common Stock
being purchased upon such exercise or (3) a written notice to the Company that
the Purchaser is exercising the Warrant (or a portion thereof) by authorizing


                                       2

the Company to withhold from issuance a number of shares of Common Stock
issuable upon such exercise of the Warrant which when multiplied by the Market
Price of the Common Stock is equal to the Aggregate Exercise Price (and such
withheld shares shall no longer be issuable under this Warrant).

          Any warrant certificate, certified cheque, money order or bank draft
referred to in this  Section 2 shall be deemed to be surrendered only upon
delivery thereof to the Company at its principal office in the manner provided
in section 14 hereof.

3.  Upon such delivery and payment as aforesaid, the Company shall cause to be
issued to the Holder hereof the Shares subscribed for not exceeding those which
such Holder is entitled to purchase pursuant to this certificate and the Holder
hereof shall become a shareholder of the Company in respect of such shares with
effect from the date of such delivery and payment and shall be entitled to
delivery of a certificate or certificates evidencing such shares and the Company
shall cause such certificate or certificates to be mailed to the Holder hereof
at the address or addresses specified in such subscription within five (5)
business days of such delivery and payment.

     The issuance of certificates for Shares upon exercise of this Warrant shall
be made without charge to the Holder (or an person having been duly assigned the
Warrant) for any issuance tax in respect thereof or other cost incurred by the
Company in connection with such exercise and the related issuance of Shares.
The Company shall take all such actions as are necessary in order to ensure that
each Share issuable upon exercise of this Warrant shall upon payment of the
Exercise Price therefor, be validly issued, fully paid and nonassessable and
free from all liens, charges and encumbrances with respect to the issuance
thereof.

     The Company shall not close its books against the transfer of this Warrant
or of any Share issued or issuable upon the exercise of this Warrant in any
manner which interferes with the timely exercise of this Warrant.


     The Company shall assist and cooperate with the Holder (or an person having
been duly assigned the Warrant) required to make any governmental filings or
obtain any governmental approval prior to or in connection with any exercise of
this Warrant (including, without limitation, making any filings required to be
made by the Company).

4.   The Holder may subscribe for and purchase a number of Shares less than the
number it is entitled to purchase pursuant to this certificate. In the event of
any such subscription and purchase prior to the Expiry Time, the Holder shall in
addition be entitled to receive, without charge, a new warrant certificate in
respect of the balance of the Shares of which it was entitled to purchase
pursuant to this certificate and which were then not purchased.

5.  Notwithstanding any adjustments provided for in section 8 hereof or
otherwise, the Company shall not be required upon the exercise of any Warrants,
to issue fractional Shares in satisfaction of its obligations hereunder. To the
extent that the Holder would be entitled to purchase a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with
other rights which in the aggregate entitle the Holder to purchase a whole
number of Shares.


                                       3


6.  Nothing in this certificate or in the holding of a Warrant evidenced hereby
shall be construed as conferring upon the Holder any right or interest
whatsoever as a shareholder of the Company.

7.  The Company covenants and agrees that (a) so long as any Warrants evidenced
hereby remain outstanding, it shall reserve and there shall remain unissued out
of its authorized capital a sufficient number of Shares to satisfy the right of
purchase herein provided for should the Holder determine to exercise its rights
in respect of all the Shares for the time being called for by such outstanding
Warrants, and (b) all Shares which shall be issued upon the exercise of the
right to purchase herein provided for, upon payment thereof of the amount at
which such Shares may at the time be purchased pursuant to the provisions
hereof, shall be issued as fully paid and non-assessable Shares and the holders
thereof shall not be liable to the Company or to its creditors in respect
thereof.

8.  The Exercise Price and the number of Shares purchasable upon exercise of the
Warrants evidenced hereby shall be subject to adjustment from time to time in
the events and in the manner provided as follows:

      (a) If and whenever at any time prior to the Expiry Time, the
          Company shall (i) consolidate the outstanding Shares into a lesser
          number of Shares or (ii) subdivide the outstanding Shares into a
          greater number of Shares, as the case may be, the Exercise Price shall
          be adjusted to that amount determined by multiplying the Exercise
          Price in effect immediately prior to such date by a fraction, of which
          the numerator shall be the number of Shares outstanding on such date
          before giving effect to such consolidation or subdivision and of which
          the denominator shall be the number of Shares outstanding after giving
          effect to such consolidation or subdivision. Such adjustment shall be
          made successively whenever any event referred to in this subsection
          (a) shall occur.

      (b) If and whenever at any time prior to the Expiry Time, there
          is a reclassification or redesignation of the Shares into other shares
          or a reorganization of the Company (other than as described in
          subsection 8(a)hereof), or an amalgamation, merger or arrangement,
          which does not result in reclassification of the outstanding Shares or
          a change of the Shares into other shares or a sale or conveyance of
          the property and assets of the Company as an entirety or substantially
          as an entirety to any other body corporate or other entity, the
          Holder, if it has not exercised its right of purchase prior to the
          effective date of such reclassification, redesignation, change,
          reorganization, amalgamation, merger, arrangement, sale or conveyance,
          upon the exercise of such right thereafter, shall be entitled to
          receive and shall accept in lieu of the number of Shares then
          subscribed for by it, but for the same aggregate consideration payable
          therefor, the number of shares or other securities or property of the
          Company or of the body corporate, or such other entity resulting from
          such amalgamation, merger or arrangement or to which such sale or
          conveyance may be made, as the case may be, that the Holder would have
          been entitled to receive on such reclassification, redesignation,
          change, reorganization, amalgamation, merger, arrangement, sale or
          conveyance if, on the record date or the effective date thereof, as
          the case may be, it had been the registered holder of the number of
          Shares so subscribed for.


                                       3

      (c) If and whenever prior to the Expiry Time, the Shares of the
          Company shall be subdivided into a greater or consolidated into a
          lesser number of shares, the Holder if it has not exercised its right
          of purchase on or prior to the record date or effective date, as the
          case may be, of such subdivision or consolidation, upon the exercise
          of such right thereafter, shall be entitled to receive and shall
          accept in lieu of the number of Shares of the Company then subscribed
          for by it, at the Exercise Price determined in accordance with this
          section 8, the aggregate number of Shares of the Company (calculated
          to the nearest hundredth) that the Holder would have been entitled to
          receive as a result of such subdivision or consolidation if, on such
          record date, it had been the registered holder of the number of Shares
          for which subscription is being made.

      (d) The adjustments provided for in this section 8 in the
          Exercise Price and in the number and classes of shares which are to be
          received on the exercise of the Warrants, are cumulative and shall, in
          the case of adjustments to the Exercise Price, be computed to the
          nearest one-tenth of one cent. After any adjustment pursuant to this
          section 8, the term "Shares" where used in this certificate shall be
          interpreted to mean shares of any class or classes which, as a result
          of all prior adjustments pursuant to this section 8, the Holder is
          entitled to receive upon the full exercise of a Warrant entitling it
          to purchase the number of Shares so indicated.

      (e) In the event of any question arising with respect to
          adjustment provided for in this section 8, such question shall be
          conclusively determined by the Company's auditors, or, if they are
          unable or unwilling to act, by such other firm of independent
          chartered accountants as may be selected by the board of directors of
          the Company, who shall have access to all necessary records of the
          Company, the Holder and all other persons in interest and such
          determination shall be binding upon the Company and the Holder.

      (f) As a condition precedent to the taking of any action which
          would require an adjustment pursuant to this section 8 in any of the
          subscription rights pursuant to the Warrants, including the Exercise
          Price or the number and classes of shares which are to be received
          upon the exercise thereof, the Company shall take any corporate action
          which may, in the opinion of counsel of the Company, be necessary in
          order that the Company has unissued and reserved in its authorized
          capital and may validly and legally issue as fully paid and
          non-assessable all the shares which the Holder is entitled to receive
          on the full exercise hereof in accordance with the provisions hereof.

9.  Adjustment of Exercise Price and Number of Shares upon Issuance of Common
Shares.

     (i) If and whenever on or after the date of issuance of this Warrant, the
Company issues or sells, or in accordance with Section 10 is deemed to have
issued or sold, any Common Shares for a consideration per share ("Issue Price")
less than the Exercise Price in effect immediately prior to such time or that is
less than zero, then immediately upon such issue or sale the Exercise Price


                                       5

shall be reduced to the Issue Price; provided, however, that in the event the
Issue Price is zero or less than zero, the Exercise Price shall be reduced to
the lower of one-tenth (1/10th) of the Exercise Price in effect immediately
prior to such issuance and the par value of the underlying security.  Upon each
such adjustment of the Exercise Price hereunder, the number of Common Shares
acquirable upon exercise of this Warrant shall be adjusted to the number of
shares determined by multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of Common Shares acquirable upon exercise of
this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.

     (ii) Notwithstanding the foregoing, there shall be no adjustment to the
     Exercise Price or the number of Common Shares obtainable upon exercise of
     this Warrant as a result of any issue or sale (or deemed issue or sale):

          (a) upon exercise or conversion of any Options or convertible
          securities outstanding as of the issue date of the Warrant;

          (b) in connection with stock splits, stock dividends, subdivisions,
          combinations, recapitalizations or reclassifications of share for
          which adjustments were made pursuant to this Section 8;

          (c) in connection with equipment leasing or bank or other commercial
          debt financing transactions (i) approved by the Board of Directors of
          the Company and (ii) not in excess of five percent (5%) of the
          Company's outstanding shares of Common Stock on an "as-if converted"
          and fully diluted basis;

          (d) in connection with the Company's merger with or acquisition of
          another business entity, provided that the Holders of the Warrants
          representing a majority of the Shares obtainable upon exercise of all
          Warrants then outstanding have approved such transaction; or

          (e) In connection with strategic transactions (i) so long as the
          exclusion from the adjustment required to be made pursuant to Section
          9 (i) is specifically approved by the Holders of the Warrants
          representing a majority of the Shares obtainable upon exercise of all
          Warrants then outstanding on a case by case basis, and (ii) not in
          excess of five percent (5%) of the Company's outstanding Common Shares
          on an "as-if converted" and fully diluted basis.

10.  Effect on Exercise Price of Certain Events.  For purposes of determining
the adjusted Exercise Price under Section 9, the following shall be applicable:

     (i) Issuance of Rights or Options.  If the Company in any manner grants or
sells any Options and the price per share for which Common Stock is issuable
upon the exercise of such Options, or upon conversion or exchange of any


                                       6

Convertible Securities issuable upon exercise of such Options, is less than the
Exercise Price in effect immediately prior to the time of the granting or sale
of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Options shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the granting or sale of such Options for such
price per share.  For purposes of this paragraph, the "price per share for which
Common Stock is issuable" shall be determined by dividing (A) the total amount,
if any, received or receivable by the Company as consideration for the granting
or sale of such Options, plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Options, plus in
the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options.  No
further adjustment of the Exercise Price shall be made when Convertible
Securities are actually issued upon the exercise of such Options or when Common
Stock is actually issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.

     (ii)     Issuance of Convertible Securities.  If the Company in any manner
issues or sells any Convertible Securities and the price per share for which
Common Stock is issuable upon conversion or exchange thereof is less than the
Exercise Price in effect immediately prior to the time of such issue or sale,
then the maximum number of shares of Common Stock issuable upon conversion or
exchange of such Convertible Securities shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the issuance or sale of
such Convertible Securities for such price per share.  For the purposes of this
paragraph, the "price per share for which  Common Stock is issuable" shall be
determined by dividing (A) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the conversion or exchange thereof, by (B) the total maximum
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities.  No further adjustment of the Exercise Price shall
be made when Common Stock is actually issued upon the conversion or exchange of
such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
Exercise Price had been or are to be made pursuant to other provisions of this
Section 2, no further adjustment of the Exercise Price shall be made by reason
of such issue or sale.

     (iii)    Change in Option Price or Conversion Rate.  If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the conversion or exchange of any Convertible Securities or the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
changes at any time, the Exercise Price in effect at the time of such change
shall be immediately adjusted to the Exercise Price (determined in accordance
with Section 9 above) which would have been in effect at such time had such
Options or Convertible Securities still outstanding provided for such changed
purchase price, additional consideration or conversion rate, as the case may be,
at the time initially granted, issued or sold and the number of shares of Common


                                       7

Stock issuable hereunder shall be correspondingly adjusted; provided, that if
such adjustment (determined in accordance with Section 9 above) would result in
an increase of the Exercise Price then in effect, no adjustments shall be made.

     (iv)      Calculation of Consideration Received.  If any Common Stock,
Option or Convertible Security is issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor shall be deemed to be the
amount received by the Company therefor (net of discounts, commissions and
related expenses). If any Common Stock, Option or Convertible Security is issued
or sold for a consideration other than cash, the amount of the consideration
other than cash received by the Company shall be the fair value of such
consideration, except where such consideration consists of securities, in which
case the amount of consideration received by the Company shall be the Market
Price thereof as of the date of receipt. If any Common Stock, Option or
Convertible Security is issued to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving corporation,
the amount of consideration therefor shall be deemed to be the fair value of
such portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Option or Convertible Security, as the case
may be. The fair value of any consideration other than cash and securities shall
be determined jointly by the Company and the Registered Holders of Warrants
representing a majority of the shares of Common Stock obtainable upon exercise
of such Warrants. If such parties are unable to reach agreement within a
reasonable period of time, the fair value of such consideration shall be
determined by an independent appraiser experienced in valuing such type of
consideration jointly selected by the Company and the Registered Holders of
Warrants representing a majority of the shares of Common Stock obtainable upon
exercise of such Warrants, provided. The determination of such appraiser shall
be final and binding on the Company and the Registered Holders of the Warrants,
and the fees and expenses of such appraiser shall be borne by the Company.

     (v)       Integrated Transactions.  In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option shall be deemed to
have been issued for a consideration of $.01.

     (vi)      Treasury Shares.  The number of Shares outstanding at any given
time shall not include shares owned or held by or for the account of the Company
or any Subsidiary, and the disposition of any shares so owned or held shall be
considered an issue or sale of Shares.

     (vii)     Record Date.  If the Company takes a record of the holders of
Common Share for the purpose of entitling them (A) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (B) to subscribe for or purchase Common Shares, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the Common Shares deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.


                                       8

11.  In the case of the consolidation, amalgamation, merger or transfer of the
undertaking or assets of the Company as an entirety or substantially as an
entirety to another corporation, (the "Successor"), the Successor shall
expressly assume, by written agreement in form reasonably satisfactory to the
Holder and executed and delivered to the Holder, the due and punctual
performance and observance of such and every covenant and condition of this
certificate to be performed and observed by the Company.

12.  Subject as herein provided, all or any of the rights conferred upon the
Holder may be enforced by the Holder by appropriate legal proceedings. No
recourse under or upon any obligation, covenant or agreement herein contained or
in any of the Warrants issued hereunder shall be had against any shareholder,
officer, or director of the Company, either directly or through the Company, it
being expressly agreed and declared that the obligations under the Warrants
evidenced hereby are solely corporate obligations of the Company and that no
personal liability whatsoever shall attach to or be incurred by the
shareholders, officers or directors of the Company or any of them in respect
hereof, any and all rights and claims against every such shareholder, officer or
director being hereby expressly waived as a condition of and as a consideration
for the issue of the Warrants evidenced hereby.

13.  If the Warrant certificate evidencing the Warrants issued hereby becomes
stolen, lost, mutilated or destroyed, the Company may, on such terms as it may
in its discretion impose, respectively issue and countersign a new warrant
certificate of like denomination, tenor and date as the certificate so stolen,
lost, mutilated or destroyed.

14.  Any notice of delivery or surrender of documents to the Company under the
provisions of this certificate shall be valid and effective if delivered
personally to an officer of the Company or if sent by registered letter, postage
prepaid, addressed to the Company at 505 University Avenue, Suite 1400, Toronto,
Ontario, M5G 1X3, to the attention of the President and shall be deemed to have
been effectively given, received and made on the date of delivery or on the
fourth business day after the time of mailing or upon actual receipt, whichever
is sooner. The Company may from time to time notify the Holder in writing of a
change of address. In the case of disruption in postal services, any notice, if
mailed, shall not be deemed to have been effectively given until it is
personally delivered.

15.  This certificate and the Warrants issued hereunder shall be governed by,
performed, construed and enforced in accordance with the laws of the province of
Ontario and the laws of Canada applicable therein.

16.  Time shall be of the essence hereof.

17.  This Warrant and the Shares issuable on exercise therof have not been
registered under the Securities Act of 1933, as amended (the "U.S. Securities
Act") or the securities laws of any state of the United States and may not be
offered for sale or sold unless registered under the U.S. Securities Act and the
securities laws of all applicable states of the United States or an exemption
from such registration requirements is available.

          IN WITNESS WHEREOF the Company has caused this Warrant certificate to
be signed by its duly authorized officers as of ., 2001.


                                       9

                              API ELECTRONICS GROUP INC.

                              By:____________________________


                              By:____________________________


                                 TRANSFER FORM


  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
to


________________________________________________________________________________


   Address:
________________________________________________________________________________


   Telecopier Number:
________________________________________________________________________________


the Warrants represented by the within Warrant certificate and do(es) hereby
irrevocably constitute and appoint


________________________________________________________________________________

________________________________________________________________________________

attorney to transfer the said Warrants represented hereby on the books of the
Company with full power of substitution in the premises.


DATED ____________________________________________________, ________________.


In the presence of


______________________        __________________________________________________
Signature Guaranteed          Signature of Registered Warrantholder*


          _________________________________
          Print Name in Full


NOTICE:   The signature on this assignment must correspond with the name entered
          in the registration panel of this certificate.  The transferor must
          pay to the Company all exigible taxes.

* A guarantee of signature will be required with respect to the execution of the
Subscription  Form or a transaction relating to the Warrants represented by this
Warrant certificate which results in a change of registration of this Warrant
certificate or the registration of Common Shares upon the exercise of the
Warrants represented hereby.  A guarantee of signature may be given by any
Canadian chartered bank, any trust company which is a member of The Trust
Companies Association of Canada or by a member firm of The Toronto Stock
Exchange.


                               SUBSCRIPTION FORM




TO:  API Electronics Group Inc.
     505 University Avenue
     Suite 1400
     Toronto, ON  M5G 1X3

  The undersigned holder of the Warrants evidenced by the within Warrant
certificate hereby subscribes for _____________________________________ Common
Shares of API Electronics Group Inc. (or such number of Common Shares or other
securities or property to which such subscription entitles the holder in lieu
thereof or in addition thereto under the provisions mentioned in such Warrant
certificate) pursuant to such Warrants exercisable at an exercise price of US
$0.75 until the Expiry Time (or such other price as is determined pursuant to
this Warrant certificate) on the terms specified in such Warrant certificate,
and encloses herewith a certified cheque, bank draft or money order payable to
the order of the Company  in payment therefor.

  The undersigned hereby irrevocably directs that the said Common Shares be
issued and delivered as follows:


                                                                 Taxpayer
                                                                 Identification
Name(s) in Full   Address(es)  SIN Number        Number(s) of    Number (if
                               (if applicable)   Common Shares   applicable)

_______________   ___________  _______________   _____________   _______________

_______________   ___________  _______________   _____________   _______________


_______________   ___________  _______________   _____________   _______________



                                                                   (Page 1 of 2)


(Please print full name in which share certificates are to be issued.  If any
shares are to be issued to a person or persons other than the holder, the holder
must pay to the Company all exigible transfer taxes or other government
charges.)


  DATED this ________________ day of _________________________, ____________.


____________________________                      ______________________________
Signature Guaranteed                              Signature of Subscriber



                                                  ______________________________
                                                  Name of Subscriber


                                                  ______________________________
                                                  Address of Subscriber



[ ]  Please check if the share certificates are to be delivered at the office
     where this Warrant certificate is surrendered, failing which the
     certificates will be mailed.

     Certificates will be delivered or mailed only after the transfer books of
     the Company have been opened for five (5) Business Days after the due
     surrender of this Warrant certificate as aforesaid.



                                                                   (Page 2 of 2)

EX-3.95

                                                                    EXHIBIT 3.95


                              AGREEMENT OF MERGER


     AGREEMENT OF MERGER, dated this 31st day of August, 2001, pursuant to
section 251 of the General Corporation Law of the State of Delaware, between API
Electronics, Inc., a Delaware Corporation and API Acquisition Corp., a Delaware
Corporation.

     WITNESSETH that:

     WHEREAS, all of the constituent corporations desire to merge into a single
corporation, as hereinafter specified; and

     WHEREAS, the registered office of said API Electronics, Inc. in the State
of Delaware is located at Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle, and the name of its registered agent
at such address is The Corporation Trust Company; and the registered office of
API Acquisition Corp. in the State of Delaware is located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle, and
the name of its registered agent at such address is The Corporation Trust
Company.

     NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:

     FIRST: API Electronics, Inc. hereby merges into itself API Acquisition
Corp. and said API Acquisition Corp. shall be and hereby is merged into API
Electronics, Inc. which shall be the surviving corporation.

     SECOND: The Certificate of Incorporation of API Electronics, Inc., which is
the surviving corporation, as heretofore amended and as in effect on the date of
the merger provided for in this Agreement, shall continue in full force and
effect as the Certificate of Incorporation of the corporation surviving this
merger.

     THIRD: The manner of converting the outstanding shares of the capital stock
of each of the constituent corporations into the shares or other securities of
the surviving corporation shall be as follows:

     (a) Each share of common stock of the merged corporation which shall be
outstanding on the effective date of this Agreement, and all rights in respect
thereof shall forthwith be cancelled and no consideration shall be payable with
respect to any such shares.  Each share of common stock of the surviving


corporation which shall be outstanding on the effective date of this Agreement,
and all rights in respect thereof shall forthwith be (i) exchanged with
InvestorLinks.com Inc., an Ontario Corporation the parent of the merged
corporation ("IC"), for 32,991.57 shares of IC common stock and A and B warrants
to purchase an aggregate of 32,991.57 shares of IC common stock and (ii)
cancelled immediately thereafter.  The surviving corporation shall issue a new
certificate for 100 shares of common stock to IC, which shall represent all of
the issued and outstanding shares of the surviving corporation.

     (b) After the effective date of this Agreement, each holder of an
outstanding certificate representing shares of common stock of the merged
corporation shall surrender the same to the surviving corporation and each such
shareholder shall cease to be stockholders of the surviving corporation and
shall have no rights as stockholders of the surviving corporation.

     FOURTH: The Terms and conditions of the merger are as follows:

     (a) The by-laws of the surviving corporation as they shall exist on the
effective date of this Agreement shall be and remain the by-laws of the
surviving corporation until the same shall be altered, amended or repealed as
therein provided.

     (b) The directors and officers of the surviving corporation shall continue
in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.

     (c) This merger shall become effective upon filing with the Secretary of
State of Delaware.

     (d) Upon the merger becoming effective, all property, rights, privileges,
franchises, patents, trademarks, licenses, registrations and other assets of
every kind and description of the merged corporation shall be transferred to,
vested in and devolve upon the surviving corporation without further act or deed
and all property, rights, and every other interest of the surviving corporation
and the merged corporation shall be as effectively the property of the surviving
corporation as they were of the surviving corporation and the merged corporation
respectively.  The merged corporation hereby agrees from time to time, as and
when requested by the surviving corporation or by its successors or assigns, to
execute and deliver or cause to be executed and delivered all such deeds and
instruments and to take or cause to be taken such further or other action as the
surviving corporation may deem necessary or desirable in order to vest in and
confirm to the surviving corporation title to and possession of any property of
the merged corporation acquired or to be acquired by reason of or as a result of
the merger herein provided for and otherwise to carry out the intent and
purposes hereof and the proper officers and directors of the merged corporation
and the proper officers and directors of the surviving corporation are fully
authorized in the name of the merged corporation or otherwise to take any and
all such action.


     FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be terminated and abandoned by the Board of Directors of any
constituent corporation at any time prior to the time that this Agreement filed
with the Secretary of State becomes effective. This Agreement may be amended by
the Board of Directors of the constituent corporations at any time prior to the
time that this Agreement filed with the Secretary of State becomes effective,
provided that an amendment made subsequent to the adoption of the Agreement by
the stockholders of any constituent corporation shall not (1) alter or change
the amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such constituent corporation, (2) alter or change any
term of the Certificate of Incorporation of the surviving corporation to be
effected by the merger, or (3)  alter or change any of the terms and conditions
of the Agreement if such alteration or change would adversely affect the holders
of any class or series thereof of such constituent corporation.

     IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by their respective Boards of
Directors, and that fact having been certified on said Agreement of Merger by
the Secretary of each corporate party hereto, have caused these presents to be
executed by the President of each party hereto as the respective act, deed and
agreement of each of said corporations on this 31st day of August, 2001.


                                    API ELECTRONICS, INC.

                                    By: _____________________________
                                          Thomas W. Mills, President


                                    API ACQUISITION CORP.

                                    By: _____________________________
                                          Sandra J. Hall, President


     I, Joanne E. Mills, Secretary of API Electronics, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary, that the Agreement of Merger to which this Certificate is
attached, after having been first duly signed on behalf of the said corporation
and having been signed on behalf of API Acquisition Corp., a corporation of the
State of Delaware, was duly adopted pursuant to section 228 of the General
Corporation Law of the State of Delaware by the unanimous written consent of the
stockholders holding 197 shares of the capital stock of the corporation same
being all of the shares issued and out standing having voting power, which
Agreement of Merger was thereby adopted as the act of the stockholders of said
API Electronics, Inc. and the duly adopted agreement and act of the said
corporation.

     WITNESS, my hand on this 31st day of August, 2001.

                                    ________________________________
                                    Joanne E. Mills, Secretary


     I, Joanne E. Mills, Secretary of API Electronics, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary, that the Agreement of Merger to which this Certificate is
attached, after having been first duly signed on behalf of the said corporation
and having been signed on behalf of API Acquisition Corp., a corporation of the
State of Delaware, was duly adopted pursuant to section 228 of the General
Corporation Law of the State of Delaware by the written consent of the
stockholders holding 100 shares of the capital stock of the corporation same
being 50.76 percentum of the shares issued and out standing having voting power,
which Agreement of Merger was thereby adopted as the act of the stockholders of
said API Electronics, Inc. and the duly adopted agreement and act of the said
corporation.

     WITNESS, my hand on this 31st day of August, 2001.

                                    ________________________________
                                    Joanne E. Mills, Secretary


     I, Sandra J. Hall, Secretary of API Acquisition Corp., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary, that the Agreement of Merger to which this Certificate is
attached, after having been first duly signed on behalf of the said corporation
and having been signed on behalf of API Electronics, Inc., a corporation of the
State of Delaware, was duly adopted pursuant to section 228 of the General
Corporation Law of the State of Delaware by the  unanimous written consent of
the stockholders holding 100 shares of the capital stock of the corporation,
same being  all of the shares issued and outstanding having voting power, which
Agreement of Merger was thereby adopted as the act of the stockholders of said
API Acquisition Corp. and the duly adopted agreement and act of the said
corporation.

     WITNESS my hand on this 31st day of August, 2001.


                                         __________________________
                                         Sandra J. Hall, Secretary

EX-3.96

                                                                    EXHIBIT 3.96


                                 OPTION AGREEMENT

          THIS AGREEMENT made effective the 31st day of August, 2001.

B E T W E E N:

               API ELECTRONICS GROUP INC., a corporation incorporated pursuant
               to the laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART

               - and -


               PHILLIP DEZWIREK,  a director of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.    In this Agreement the term "share" or "shares" shall mean, as the case may
be one or more common shares in the capital of the Corporation as constituted at
the date of the Agreement.

2.    The Corporation hereby grants to the Purchaser subject to the terms and
conditions hereinafter set out, an irrevocable, non-transferrable option to
purchase Fifty Thousand (50,000) shares of the Corporation at the exercise price
of forty-five cents US ($0.45 US funds) per Optioned Share and Fifty Thousand
(50,000) shares of the Corporation at the exercise price of seventy-five cents
US ($0.75 US funds) per Optioned Share (the said One Hundred Thousand (100,000)
common shares being hereinafter called the "Optioned Shares")


3.    The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the One Hundred Thousand (100,000) options
hereby granted with respect to all or any part of the optioned shares at any
time or from time to time after the hold period date hereof and prior to close
of business on August 31, 2006 (Hereinafter called the "Expiry Date").  On the
Expiry Date the options hereby granted shall forthwith expire and terminate and
be of no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised. The
Optioned Shares are subject to a four-month hold period from the effective date.

4.    In the event of the death of the Purchaser on or prior to the Expiry Dates
while a director of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.

5.    In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.    If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.


7.    Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in respect of which such notice is
being exercised and shall be accompanied by payment (by cash or certified
cheque) in full of the purchase price for such number of optioned shares so
specified therein.  Upon any such exercise of options as aforesaid the
Corporation shall forthwith cause the transfer agent and registrar of the
Corporation to deliver to the Purchaser or his legal personal representatives
(or as the Purchaser may otherwise direct in the notice of exercise of option)
within ten (10) days following receipt by the Corporation of any such notice of
exercise of option a certificate or certificates in the name of the Purchaser or
his legal personal representatives representing in the aggregate such number of
optioned shares as the Purchaser or his legal personal representatives shall
have then paid.

8.    Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.    In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division  re-division or change.

      In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.   The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.

11.   Time shall be of the essence of this Agreement.

12.   This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof.  This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


13.    This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.



          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) API ELECTTRONICS GROUP INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:__________________________________
                              )    Jason DeZwirek, Executive Vice-President
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )  __________________________________
                              )    Phillip DeZwirek

EX-3.97

                                                                    EXHIBIT 3.97


                                 OPTION AGREEMENT

          THIS AGREEMENT made effective the 31st day of August, 2001.

B E T W E E N:

               API ELECTRONICS GROUP INC., a corporation incorporated pursuant
               to the laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART

               - and -


               THOMAS MILLS,  a director of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.    In this Agreement the term "share" or "shares" shall mean, as the case may
be one or more common shares in the capital of the Corporation as constituted at
the date of the Agreement.

2.    The Corporation hereby grants to the Purchaser subject to the terms and
conditions hereinafter set out, an irrevocable, non-transferrable option to
purchase Fifty Thousand (50,000) shares of the Corporation at the exercise price
of forty-five cents US ($0.45 US funds) per Optioned Share and Fifty Thousand
(50,000) shares of the Corporation at the exercise price of seventy-five cents
US ($0.75 US funds) per Optioned Share (the said One Hundred Thousand (100,000)
common shares being hereinafter called the "Optioned Shares")


3.    The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the One Hundred Thousand (100,000) options
hereby granted with respect to all or any part of the optioned shares at any
time or from time to time after the hold period date hereof and prior to close
of business on August 31, 2006 (Hereinafter called the "Expiry Date").  On the
Expiry Date the options hereby granted shall forthwith expire and terminate and
be of no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised. The
Optioned Shares are subject to a four-month hold period from the effective date.

4.    In the event of the death of the Purchaser on or prior to the Expiry Dates
while a director of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.

5.    In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.    If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.


7.    Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in respect of which such notice is
being exercised and shall be accompanied by payment (by cash or certified
cheque) in full of the purchase price for such number of optioned shares so
specified therein.  Upon any such exercise of options as aforesaid the
Corporation shall forthwith cause the transfer agent and registrar of the
Corporation to deliver to the Purchaser or his legal personal representatives
(or as the Purchaser may otherwise direct in the notice of exercise of option)
within ten (10) days following receipt by the Corporation of any such notice of
exercise of option a certificate or certificates in the name of the Purchaser or
his legal personal representatives representing in the aggregate such number of
optioned shares as the Purchaser or his legal personal representatives shall
have then paid.

8.    Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.    In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division  re-division or change.

      In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.   The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.

11.   Time shall be of the essence of this Agreement.

12.   This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof.  This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


13.    This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.



          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) API ELECTTRONICS GROUP INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:__________________________________
                              )    Phillip DeZwirek, CEO
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              ) __________________________________
                              )    Thomas Mills

EX-3.98

                                                                    EXHIBIT 3.98


                                 OPTION AGREEMENT

          THIS AGREEMENT made effective the 31st day of August, 2001.

B E T W E E N:

               API ELECTRONICS GROUP INC., a corporation incorporated pursuant
               to the laws of the Province of Ontario,

               (hereinafter referred to as the "Corporation")

                                                            OF THE FIRST PART

               - and -


               JASON DEZWIREK,  a director of the Corporation,

               (hereinafter referred to as the "Purchaser")

                                                            OF THE SECOND PART

          WHEREAS  the Corporation desires to grant to the Optionee pursuant to
the terms of the Corporation's Stock Option Plan (the "Plan") options to
purchase common shares in the capital of the Corporation, pursuant to the
Ontario Securities Commission ruling of January 10, 1997 under subsection 74(1)
of the Securities Act (Ontario).

          AND WHEREAS the Purchaser is a director of the Corporation;

          NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:

1.    In this Agreement the term "share" or "shares" shall mean, as the case may
be one or more common shares in the capital of the Corporation as constituted at
the date of the Agreement.

2.    The Corporation hereby grants to the Purchaser subject to the terms and
conditions hereinafter set out, an irrevocable, non-transferrable option to
purchase Fifty Thousand (50,000) shares of the Corporation at the exercise price
of forty-five cents US ($0.45 US funds) per Optioned Share and Fifty Thousand
(50,000) shares of the Corporation at the exercise price of seventy-five cents
US ($0.75 US funds) per Optioned Share (the said One Hundred Thousand (100,000)
common shares being hereinafter called the "Optioned Shares")


3.    The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the One Hundred Thousand (100,000) options
hereby granted with respect to all or any part of the optioned shares at any
time or from time to time after the hold period date hereof and prior to close
of business on August 31, 2006 (Hereinafter called the "Expiry Date").  On the
Expiry Date the options hereby granted shall forthwith expire and terminate and
be of no further force or effect whatsoever as to such of the Optioned Shares in
respect of which the options hereby granted have not been exercised. The
Optioned Shares are subject to a four-month hold period from the effective date.

4.    In the event of the death of the Purchaser on or prior to the Expiry Dates
while a director of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.

5.    In the event of the resignation or discharge of the Purchaser as a
director of the Corporation prior to the Expiry Dates, the option hereby granted
to the Purchaser shall after ninety (90) days following the Purchaser ceasing to
be a director of the Corporation, cease and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been previously exercised.

6.    If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.


7.    Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the Secretary of the Corporation, which notice
shall specify the number of optioned shares in respect of which such notice is
being exercised and shall be accompanied by payment (by cash or certified
cheque) in full of the purchase price for such number of optioned shares so
specified therein.  Upon any such exercise of options as aforesaid the
Corporation shall forthwith cause the transfer agent and registrar of the
Corporation to deliver to the Purchaser or his legal personal representatives
(or as the Purchaser may otherwise direct in the notice of exercise of option)
within ten (10) days following receipt by the Corporation of any such notice of
exercise of option a certificate or certificates in the name of the Purchaser or
his legal personal representatives representing in the aggregate such number of
optioned shares as the Purchaser or his legal personal representatives shall
have then paid.

8.    Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.

9.    In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division  re-division or change.

      In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.

10.   The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.

11.   Time shall be of the essence of this Agreement.

12.   This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof.  This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.


13.    This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.



          IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.


SIGNED, SEALED AND DELIVERED  ) API ELECTTRONICS GROUP INC.
     (in the presence of)     )
                              )
                              )
                              )
                              )
                              ) By:__________________________________
                              )    Phillip DeZwirek, CEO
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              )
                              ) __________________________________
                              )    Jason DeZwirek

EX-4.1

                                                                     EXHIBIT 4.1


                              LIST OF SUBSIDIARIES


1.   API Electronics, Inc., a Delaware corporation and a wholly owned subsidiary
     of the Company, doing business as API.

2.   IL Canada, Inc., an Ontario corporation and a wholly owned subsidiary of
     the Company, doing business as InvestorLinks.com.

3.   IL Data Corporation, Inc., a Nevada corporation and a wholly owned
     subsidiary of IL Canada, Inc., doing business as InvestorLinks.com.