S-4/A

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2001



                                                      REGISTRATION NO. 333-60306

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------


                                AMENDMENT NO. 2
                                       TO

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               INFONAUTICS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                                                    
            PENNSYLVANIA                             7389                              23-2707366
  (State or Other Jurisdiction of        (Primary Standard Industrial               (I.R.S. Employer
   Incorporation or Organization)        Classification Code Number)             Identification Number)



                              590 NORTH GULPH ROAD
                           KING OF PRUSSIA, PA 19406
                                 (610) 971-8840
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                             DAVID VAN RIPER MORRIS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               INFONAUTICS, INC.
                              590 NORTH GULPH ROAD
                           KING OF PRUSSIA, PA 19406
                                 (610) 971-8840
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)
                           --------------------------

                                   COPIES TO:

                                               
          ELLEN P. MERCER, ESQ.                                DAVID FOX, ESQ.
       MORGAN, LEWIS & BOCKIUS LLP                 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
  THIRTY-SECOND FLOOR, ONE OXFORD CENTRE                        4 TIMES SQUARE
           PITTSBURGH, PA 15219                               NEW YORK, NY 10036
              (412) 560-3300                                    (212) 735-3000



                           --------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the
effective time of the merger of a wholly owned subsidiary of the registrant with
and into Tucows Inc., which will occur as soon as practicable after this
Registration Statement becomes effective and all other conditions to the
proposed merger have been satisfied or waived.
                           --------------------------

    If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
                           --------------------------

                        CALCULATION OF REGISTRATION FEE



                                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF                AMOUNT TO         OFFERING PRICE          AGGREGATE            AMOUNT OF
      SECURITIES TO BE REGISTERED         BE REGISTERED(1)         PER SHARE        OFFERING PRICE(2)   REGISTRATION FEE(2)
                                                                                            
Common Stock, no par value.............      60,054,111               N/A                $15,185               $4(3)


(1) Based upon the maximum number of shares expected to be issued to
    stockholders of Tucows Inc. in the merger described herein.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended.
    Pursuant to Rule 457(f)(2), because Tucows has an accumulated capital
    deficit, the proposed maximum aggregate offering price of the registrant's
    common stock was calculated as one-third of the aggregate par value of
    45,554,390 shares of Tucows common stock (the maximum number of shares of
    Tucows common stock outstanding immediately prior to the effective time of
    the merger assuming the exercise and conversion of all outstanding and
    convertible securities of Tucows).

(3) Previously paid.
                           --------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                               INFONAUTICS, INC.
                              590 NORTH GULPH ROAD
                      KING OF PRUSSIA, PENNSYLVANIA 19406
                                           , 2001

Dear Infonautics Shareholder:


    You are cordially invited to attend the annual meeting of shareholders of
Infonautics, Inc. to be held at the Philadelphia Marriott West, Matsonford Road
at Front Street, 111 Crawford Avenue, West Conshohocken, Pennsylvania, on
Wednesday, August 15, 2001, at 9:30 a.m. (local time). At the annual meeting,
you will be asked to:


    - approve the issuance of shares of Infonautics common stock to the
      stockholders of Tucows in a merger of Tucows with a newly formed
      subsidiary of Infonautics. In the merger, Infonautics will issue
      approximately 60,054,100 shares of Infonautics common stock and options in
      exchange for all the outstanding capital stock and options of Tucows.
      Following the merger, former stockholders of Tucows will own approximately
      80% of Infonautics.

    - approve an amendment and restatement of the articles of incorporation of
      Infonautics, the principal purpose of which is to increase the number of
      authorized shares of Infonautics common stock to 250,000,000.

    - elect five directors, each for a one-year term and until the election and
      qualification of his successor.

    - approve an amendment to Infonautics' 1996 equity compensation plan to
      increase the number of shares of common stock reserved for issuance under
      the plan from 2,500,000 to 10,000,000.

    We cannot complete the merger unless the proposals to increase the number of
shares of Infonautics authorized common stock and to issue Infonautics shares in
the merger receive the affirmative vote of the holders of a majority of the
votes cast by holders of Infonautics common stock at the annual meeting.

    The Infonautics common stock is not traded on any national securities
exchange or the Nasdaq Stock Market. It trades on the OTC Bulletin Board
maintained by Nasdaq.

    THE BOARD OF DIRECTORS OF INFONAUTICS HAS APPROVED THE MERGER AGREEMENT, THE
AMENDMENT AND RESTATEMENT OF THE ARTICLES OF INCORPORATION AND THE AMENDMENT TO
THE 1996 EQUITY COMPENSATION PLAN AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN
FAVOR OF ALL THREE OF THESE PROPOSALS. THE INFONAUTICS BOARD OF DIRECTORS ALSO
RECOMMENDS ELECTION OF THE FIVE NOMINEES AS DIRECTORS.

    Enclosed with this letter is a notice of annual meeting and joint proxy
statement/prospectus. The document contains important information about
Infonautics, Tucows and the merger and the other proposals. Please read it
carefully. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE DISCUSSION IN "RISK
FACTORS" BEGINNING ON PAGE 19 OF THE JOINT PROXY STATEMENT/PROSPECTUS.


    It is important that your shares be represented at the annual meeting,
whether or not you attend the meeting and regardless of the number of shares you
own. We look forward to seeing you on August 15, 2001.


                                          Yours very truly,
                                          /s/ David Van Riper Morris
                                          David Van Riper Morris
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE
MERGER OR DETERMINED IF THIS JOINT PROXY STATEMENT/PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    This joint proxy statement/prospectus is dated             , 2001, and is
first being mailed to shareholders of Infonautics and stockholders of Tucows on
or about             , 2001.

                               INFONAUTICS, INC.
                              590 NORTH GULPH ROAD
                      KING OF PRUSSIA, PENNSYLVANIA 19406

                            ------------------------


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          AUGUST 15, 2001 AT 9:30 A.M.


                            ------------------------

To the Shareholders of Infonautics, Inc.:


    Notice is given that the annual meeting of shareholders of
Infonautics, Inc. will be held on August 15, 2001 at 9:30 a.m., local time, at
the Philadelphia Marriott West, Matsonford Road at Front Street, 111 Crawford
Avenue, West Conshohocken, Pennsylvania, to:


    1.  Consider and vote upon a proposal to approve the issuance of shares of
       Infonautics common stock, as provided in an agreement and plan of merger
       by and among Infonautics, Tucows Inc. and TAC Merger Sub Corporation, a
       wholly owned subsidiary of Infonautics, under which TAC Merger Sub
       Corporation will merge with and into Tucows, and Tucows will become a
       wholly owned subsidiary of Infonautics;

    2.  Consider and vote upon a proposal to adopt an amendment and restatement
       of the Infonautics articles of incorporation;

    3.  Elect five directors, each for a one-year term and until the election
       and qualification of his successor;

    4.  Consider and vote upon a proposal to amend Infonautics' 1996 equity
       compensation plan to increase the number of shares of common stock
       reserved for issuance under the plan to 10,000,000; and

    5.  Transact any other business as may properly come before the annual
       meeting or any adjournment or postponement of the annual meeting.


    These items of business are described in the attached joint proxy
statement/prospectus. Holders of record of Infonautics common stock at the close
of business on July 20, 2001, the record date, are entitled to notice of, and to
vote at, the annual meeting and any adjournments or postponements of the annual
meeting. A list of shareholders entitled to vote at the annual meeting will be
available for inspection during normal business hours for ten days before the
annual meeting at Infonautics' executive offices at 590 North Gulph Road, King
of Prussia, Pennsylvania 19406.


    Your vote is very important, regardless of the number of shares you own.
Please vote as soon as possible to make sure that your shares are represented at
the meeting. To vote your shares, you may complete and return the enclosed proxy
card. If you are a holder of record, you may also cast your vote in person at
the annual meeting. If your shares are held in an account at a brokerage firm or
bank, you must instruct them on how to vote your shares.

                                          By Order of the Board of Directors,
                                          /s/ Gerard J. Lewis, Jr.
                                          Gerard J. Lewis, Jr.
                                          SECRETARY

King of Prussia, Pennsylvania
            , 2001

                                  TUCOWS INC.
                                96 MOWAT AVENUE
                            TORONTO, ONTARIO M6K 3M1
                                     CANADA

Dear Tucows Stockholder:


    You are cordially invited to attend a special meeting of the stockholders of
Tucows Inc. to be held at Tucows executive offices located at 96 Mowat Avenue,
Toronto, Ontario M6K 3M1, Canada on Wednesday, August 15, 2001, at 10:00 a.m.
(local time).


    At the special meeting, you will be asked to approve the agreement and plan
of merger by and among Infonautics, Inc., Tucows Inc. and TAC Merger Sub
Corporation, a wholly owned subsidiary of Infonautics, under which TAC Merger
Sub Corporation will merge with and into Tucows, and Tucows will become a wholly
owned subsidiary of Infonautics.

    In the merger, Infonautics will issue up to approximately 60,054,100 shares
of Infonautics common stock and options in exchange for all the outstanding
capital stock and options of Tucows. Following the merger, former stockholders
of Tucows will own approximately 80% of Infonautics.

    YOU SHOULD CAREFULLY REVIEW THE CONSIDERATIONS DISCUSSED IN "RISK FACTORS"
IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

    TUCOWS' BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
THE MERGER AND RECOMMENDS THAT YOU VOTE TO APPROVE THE MERGER AGREEMENT AND THE
MERGER AT THE SPECIAL MEETING. THE MERGER AGREEMENT IS ATTACHED TO THE
ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS WHICH CONTAINS DETAILS ABOUT THE
MATTERS TO BE VOTED UPON AT THE SPECIAL MEETING. WE ENCOURAGE YOU TO READ THE
MERGER AGREEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY.

    Whether or not you plan to attend the meeting, please complete, sign and
date the accompanying proxy card and return it in the enclosed postage prepaid
envelope. It is important that your shares be voted whether or not you attend
the meeting in person. If you attend the meeting, you may vote in person even if
you have returned your proxy card. Your prompt cooperation will be greatly
appreciated.

                                          Yours very truly,
                                          /s/ Elliot Noss
                                          Elliot Noss
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE
MERGER OR DETERMINED IF THIS JOINT PROXY STATEMENT/PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    This joint proxy statement/prospectus is dated             , 2001, and is
first being mailed to shareholders of Infonautics and stockholders of Tucows on
or about             , 2001.

                                  TUCOWS INC.

                                ----------------


                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         AUGUST 15, 2001 AT 10:00 A.M.


                            ------------------------

To the Stockholders of Tucows Inc.:


    Notice is given that a special meeting of stockholders of Tucows Inc. will
be held on August 15, 2001 at Tucows' executive offices at 96 Mowat Avenue,
Toronto, Ontario M6K 3M1, Canada at 10:00 a.m., local time, to:


    1.  Consider and vote upon a proposal to adopt an agreement and plan of
       merger by and among Infonautics, Tucows Inc. and TAC Merger Sub
       Corporation, a wholly owned subsidiary of Infonautics, under which TAC
       Merger Sub Corporation will merge with and into Tucows, and Tucows will
       become a wholly owned subsidiary of Infonautics.

    2.  Transact any other business that may properly come before the special
       meeting or any adjournment or postponement of the special meeting.

    These items of business are described in the attached joint proxy
statement/prospectus. Holders of record of shares of Tucows common stock and
series A convertible preferred stock at the close of business on June 26, 2001,
the record date, are entitled to notice of, and to vote at, the special meeting
and any adjournments or postponements of the special meeting. A list of
stockholders entitled to vote at the special meeting will be available for
inspection during normal business hours for ten days before the special meeting
at Tucows' executive offices at 96 Mowat Avenue, Toronto, Ontario M6K 3M1,
Canada.

    Your vote is very important, regardless of the number of shares you own.
Please vote as soon as possible to make sure that your shares are represented at
the meeting. To vote your shares, you may complete and return the enclosed proxy
card. If you are a holder of record, you may also cast your vote in person at
the special meeting. If you do not vote, it will have the same effect as voting
against the merger.

    Under Delaware law, holders of shares of Tucows common stock and series A
convertible preferred stock who submit a written demand for appraisal of their
shares and who comply with the other statutory procedures, including not voting
in favor of adoption of the merger agreement, will be entitled to appraisal
rights and to receive payment in cash for the fair value of their shares as
determined by the Delaware Chancery Court. A summary of the applicable
provisions of Delaware law is contained in the accompanying joint proxy
statement/prospectus under "The Merger--Appraisal Rights." The text of the
applicable provisions of Delaware law is attached as annex 6 to this joint proxy
statement/prospectus.

                                          By Order of the Board of Directors,

                                          /s/ Stanley Stern
                                          Stanley Stern
                                          SECRETARY

Toronto, Ontario
            , 2001

                      REFERENCE TO ADDITIONAL INFORMATION

    The accompanying joint proxy statement/prospectus incorporates important
business and financial information about Infonautics from documents that are not
included in or delivered with the accompanying joint proxy statement/prospectus.
This information is available to you without charge upon request. You can obtain
documents incorporated by reference in the accompanying joint proxy
statement/prospectus by requesting them in writing or by telephone from
Infonautics at the following address and telephone number:

                               INFONAUTICS, INC.
                              GERARD J. LEWIS, JR.
                       VICE PRESIDENT AND GENERAL COUNSEL
                              590 NORTH GULPH ROAD
                           KING OF PRUSSIA, PA 19406
                                 (610) 971-8840


    If you would like to request documents, please do so by August 6, 2001 to
receive them before the meeting.


    Also, see "Where You Can Find More Information" on page 140.

                               TABLE OF CONTENTS


                                                           
QUESTIONS AND ANSWERS ABOUT THE MERGER......................       1
SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS.............       4
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA............      14
RISK FACTORS................................................      19
THE INFONAUTICS ANNUAL MEETING..............................      34
    Joint Proxy Statement/Prospectus........................      34
    Date, Time and Place of the Annual Meeting..............      34
    Purpose of the Annual Meeting...........................      34
    Record Date for the Annual Meeting......................      34
    Vote Required for Adoption of Proposals.................      34
    Proxies.................................................      35
    Solicitation of Proxies.................................      36
    Stock Certificates......................................      36
THE TUCOWS SPECIAL MEETING..................................      37
    Joint Proxy Statement/Prospectus........................      37
    Date, Time and Place of the Special Meeting.............      37
    Purpose of the Special Meeting..........................      37
    Record Date for the Special Meeting.....................      37
    Vote Required...........................................      37
    Proxies.................................................      37
    Solicitation of Proxies.................................      38
    Stock Certificates......................................      38
THE MERGER..................................................      39
    Background of the Merger................................      39
    Infonautics Reasons for the Merger......................      42
    Recommendation of the Infonautics Board of Directors....      43
    Opinion of Infonautics' Financial Advisor...............      43
    Interests of Infonautics Directors and Executive
     Officers in the Merger.................................      50
    Tucows' Reasons for the Merger..........................      51
    Recommendation of the Tucows Board of Directors.........      53
    Interests of Tucows Directors and Executive Officers in
     the Merger.............................................      53
    Completion and Effectiveness of the Merger..............      53
    Structure of the Merger and Conversion of Tucows Common
     Stock..................................................      54
    Exchange of Tucows Stock Certificates for Infonautics
     Stock Certificates.....................................      55
    Treatment of Tucows Stock Options and Other Stock
     Rights.................................................      55
    Material U.S. Federal Income Tax Consequences of the
     Merger.................................................      55
    Material Canadian Federal Income Tax Considerations.....      58
    Accounting Treatment of the Merger......................      60
    Restrictions on Sales of Shares by Affiliates of Tucows;
     Registration Rights....................................      60
    Appraisal Rights........................................      60
THE MERGER AGREEMENT........................................      62
    Conditions to the Completion of the Merger..............      62
    No Other Transactions...................................      63
    Termination of the Merger Agreement.....................      65
    Termination Fees........................................      66
    Conduct of Business Until the Merger....................      66
    Additional Agreements...................................      67
    Loan by Infonautics to Tucows...........................      68
    Amendment and Waiver....................................      68
    Expenses................................................      68




                                       i

                                                           
    Representations and Warranties..........................      68
    Regulatory Approvals....................................      69
    Stockholder Agreements..................................      70
UNAUDITED COMPARATIVE PER SHARE INFORMATION.................      71
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.......      72
TUCOWS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS.......................      79
    Overview and Recent Developments........................      79
    Net Revenues............................................      79
    Cost of Revenues........................................      80
    Operating Expenses......................................      81
    Results Of Operations...................................      82
    Three Months Ended March 31, 2001 And March 31, 2000....      82
    Years Ended December 31, 2000 And December 31, 1999.....      84
    Years Ended December 31, 1999 And December 31, 1998.....      86
    Liquidity And Capital Resources.........................      87
    Qualitative And Quantitative Market Risk................      89
BUSINESS OF INFONAUTICS.....................................      90
BUSINESS OF TUCOWS..........................................      90
    Overview................................................      90
    Industry Background.....................................      91
    Tucows' Solution........................................      94
    Tucows' Strategy........................................      95
    Tucows' Products And Services...........................      96
    Planned Products And Services...........................      98
    Customer Support........................................      98
    Technology And Infrastructure...........................      99
    Competition.............................................     100
    U.S. Government Regulation Of Domain Names..............     101
    Intellectual Property...................................     102
    Employees...............................................     103
    Facilities..............................................     103
    Legal Proceedings.......................................     103
DESCRIPTION OF INFONAUTICS CAPITAL STOCK....................     104
    Authorized Capital Stock................................     104
    Common Stock............................................     104
    Preferred Stock.........................................     104
    Anti-Takeover Considerations............................     105
COMPARISON OF RIGHTS OF INFONAUTICS SHAREHOLDERS AND TUCOWS
  STOCKHOLDERS..............................................     106
    Capitalization..........................................     106
    Common Stock............................................     107
    Preferred Stock.........................................     107
    Number and Election of Directors........................     109
    Vacancies on the Board of Directors and Removal of
     Directors..............................................     109
    Charter Amendments......................................     110
    Amendments to Bylaws....................................     110
    Action by Written Consent...............................     111
    Ability to Call Special Meetings........................     111
    Notice of Stockholder Action............................     112
    Limitation of Personal Liability of Directors and
     Officers...............................................     112



                                       ii

                                                           
    Indemnification of Directors and Officers...............     113
    State Anti-Takeover Statutes............................     114
MANAGEMENT OF INFONAUTICS AFTER THE MERGER..................     115
    Board of Directors of Infonautics.......................     115
    Executive Officers of Infonautics.......................     115
    Employment Agreements...................................     116
PROPOSALS FOR INFONAUTICS SHAREHOLDERS ONLY.................     118
    AMENDMENT AND RESTATEMENT OF INFONAUTICS' ARTICLES OF
     INCORPORATION..........................................     118
    ELECTION OF INFONAUTICS DIRECTORS.......................     119
    AMENDMENT OF THE INFONAUTICS 1996 EQUITY COMPENSATION
     PLAN...................................................     122
MANAGEMENT OF INFONAUTICS...................................     129
EXECUTIVE COMPENSATION......................................     130
    Summary Compensation Table..............................     130
    Option Grants in Last Fiscal Year.......................     130
    Aggregated Option Exercises in Last Fiscal Year and
     Fiscal Year-End Option Values..........................     130
    Other Plans and Long-Term Incentives....................     131
    Employment Agreements...................................     131
    Management Retention Plan...............................     131
SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS AND
  MANAGEMENT................................................     133
    Infonautics.............................................     133
    Tucows..................................................     134
INFORMATION CONCERNING INDEPENDENT ACCOUNTANTS..............     138
REPORT OF INFONAUTICS AUDIT COMMITTEE.......................     138
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.....     139
LEGAL MATTERS...............................................     139
EXPERTS.....................................................     139
OTHER MATTERS...............................................     140
SHAREHOLDER PROPOSALS FOR THE INFONAUTICS 2002 ANNUAL
  MEETING...................................................     140
WHERE YOU CAN FIND MORE INFORMATION.........................     140
INCORPORATION OF DOCUMENTS BY REFERENCE.....................     141
STATEMENTS ABOUT FORWARD-LOOKING INFORMATION................     141
INDEX TO FINANCIAL STATEMENTS...............................     F-1



                                    ANNEXES:


                                                                                    
1                           Agreement and Plan of Merger
2                           Second Amended and Restated Articles of Incorporation of
                            Infonautics, Inc.
3                           Form of Infonautics Shareholder Agreement
4                           Form of Tucows Stockholder Agreement
5                           Opinion of Janney Montgomery Scott
6                           Section 262 of the Delaware General Corporation Law
7                           Infonautics Audit Committee Charter




                                      iii

                     QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: HOW WILL THE MERGER BE STRUCTURED?

A:  Infonautics and Tucows have entered into a merger agreement that provides
    for the merger of Tucows and a newly formed wholly owned subsidiary of
    Infonautics. Following the merger, Tucows will become a wholly owned
    subsidiary of Infonautics, and Infonautics' name will be changed to
    Tucows Inc. Tucows is a privately held Delaware corporation with its
    principal offices in Toronto, Canada. We urge you to read carefully the
    entire merger agreement, which is attached to this joint proxy
    statement/prospectus as annex 1.

Q: WHAT WILL STOCKHOLDERS OF TUCOWS AND SHAREHOLDERS OF INFONAUTICS RECEIVE IN
    THE MERGER?

A:  Infonautics will issue approximately 60,054,100 shares of Infonautics common
    stock and options to purchase Infonautics common stock in exchange for all
    outstanding shares of Tucows capital stock. After the merger, Tucows
    stockholders will own approximately 80% of Infonautics. Infonautics
    shareholders will not receive any additional shares in the merger.

Q: WHY ARE INFONAUTICS AND TUCOWS PROPOSING THE MERGER AND THE MERGER
    CONSIDERATION?

A:  The boards of directors of Infonautics and Tucows are proposing the merger
    because they believe that the combination of Infonautics' and Tucows'
    complementary digital content distribution businesses, Tucows' business of
    providing Internet based applications and services and Infonautics' liquid
    capital assets will give the combined company the potential to become a
    leading on-line provider of digital applications and services. The boards of
    directors of Infonautics and Tucows also believe that integrating the
    products and services of the two companies may open up new markets.

    In deciding to recommend the merger to Infonautics shareholders, the board
    of directors of Infonautics analyzed historical and prospective information
    concerning the business, financial condition, operations, technology and
    competitive position of Infonautics and Tucows, including the financial
    analysis and opinion of Janney Montgomery Scott dated March 26, 2001, and a
    variety of other factors discussed in more detail under "Infonautics Reasons
    for the Merger" beginning on page 42 of this joint proxy
    statement/prospectus. Based on valuations of the two companies that the
    Infonautics board considered to be reasonable, the Infonautics board
    concluded the amount of merger consideration issuable to Tucows stockholders
    is fair to Infonautics shareholders.


    The merger was structured as an acquisition of Tucows by Infonautics so that
    Tucows stockholders would receive Infonautics common stock in the merger and
    would have an increased possibility of liquidity for their holdings.


Q: IS IT NECESSARY TO AMEND THE INFONAUTICS ARTICLES OF INCORPORATION TO
    COMPLETE THE MERGER?

A:  Yes. Infonautics does not have enough authorized shares of common stock to
    issue the shares to be issued to Tucows stockholders in the merger, so the
    Infonautics articles of incorporation must be amended to increase the number
    of authorized shares of common stock. Infonautics is proposing that its
    shareholders approve an amendment and restatement of its articles of
    incorporation, which is attached to this joint proxy statement/prospectus as
    annex 2.

Q: HOW DO I VOTE?

A:  After reading and considering the information contained in this joint proxy
    statement/prospectus, you should complete, sign and date your proxy card and
    return it in the enclosed postage-paid envelope as soon as possible. You may
    also attend your company's meeting instead of submitting a proxy.

                                       1

Q: WHAT IF I DON'T VOTE ON THE MERGER PROPOSAL?

A:  If you are an Infonautics shareholder:

    - If you fail to respond, your shares will not be counted for any purpose,
      including determining whether a quorum is present so that business can be
      done at the Infonautics annual meeting. If your shares are held in street
      name by your broker, your broker will vote your shares on the merger
      proposal only if you provide instructions on how to vote. You should
      follow the directions provided by your broker about how to instruct your
      broker to vote your shares. If your broker returns a proxy without
      instructions, your shares will be considered present for purposes of
      determining a quorum but will not be voted at the annual meeting on the
      merger.

    - If you respond and do not indicate how you want to vote, your proxy will
      be counted as a vote in favor of the issuance of shares of common stock in
      the merger and the amendment and restatement of the articles of
      incorporation.

    - If you respond and abstain from voting, your shares will be counted for
      determining whether there is a quorum, but will otherwise have no effect.

    If you are a Tucows stockholder:

    - If you fail to respond, it will have the same effect as a vote against the
      merger.

    - If you respond and do not indicate how you want to vote, your proxy will
      be counted as a vote in favor of the merger.

    - If you respond and abstain from voting, your proxy will have the same
      effect as a vote against the merger.

Q: CAN I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY?

A:  Yes. You can change your vote at any time before your proxy is voted. You
    can do this in one of three ways. First, you can revoke your proxy. Second,
    you can submit a new proxy. If you choose either of these two methods, you
    must submit your notice of revocation or your new proxy to the secretary of
    Infonautics or Tucows as appropriate, before your company's meeting. If your
    Infonautics shares are held in an account at a brokerage firm or bank, you
    should contact your brokerage firm or bank to change your vote. Third, if
    you are a holder of record, you can attend your company's meeting and vote
    in person.

Q: SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:  No. After the merger is completed, Tucows stockholders will receive written
    instructions from the exchange agent on how to exchange their stock
    certificates for stock certificates of Infonautics. Infonautics shareholders
    will keep their existing stock certificates. Please do not send in your
    stock certificates with your proxy.

                                       2

Q: WHO CAN HELP ANSWER MY QUESTIONS?

A:  If you have any questions about the merger or how to submit your proxy, or
    if you need additional copies of this joint proxy statement/prospectus or
    the enclosed proxy card, you should contact:

    - if you are an Infonautics shareholder:

       Infonautics, Inc.
       Gerard J. Lewis, Jr.
       Vice President and General Counsel
       590 North Gulph Road
       King of Prussia, PA 19406-2800
       U.S.A.
       (610) 971-8840
       glewis@infonautics.com

    - if you are a Tucows stockholder:

       Tucows Inc.
       Brenda Lazare
       General Counsel
       96 Mowat Avenue
       Toronto, Ontario M6K 3M1
       Canada
       (416) 535-0123
       blazare@tucows.com

                                       3

                SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS

    This summary highlights selected information in the joint proxy
statement/prospectus and may not contain all of the information that is
important to you. You should carefully read this entire joint proxy
statement/prospectus and the other documents to which we refer for a more
complete understanding of the merger. In particular, you should read the
documents attached to and accompanying this joint proxy statement/prospectus,
including the merger agreement which is attached as annex 1.

THE COMPANIES

INFONAUTICS, INC.
590 North Gulph Road
King of Prussia, Pennsylvania 19406-2800
U.S.A.
(610) 971-8840
http://www.infonautics.com

    Infonautics is a provider of personalized information agents and websites.
Infonautics delivers information over the Internet and other communications
mediums such as e-mail. Infonautics' sites provide users with relevant
information they cannot conveniently locate in any one place elsewhere on the
Internet. Infonautics' content notification sites are personal portals that
provide users with comprehensive information on a specific topic or area of
interest. Infonautics' search and reference sites deliver archival research
content in response to users' questions. As the amount of information on the
Internet continues to grow, Infonautics believes that users value its delivery
of relevant information.

    Infonautics' content notification sites--Company Sleuth and Job Sleuth--are
intelligent personalized information agents that are designed to deliver the
information users want, when and where they want it. These content notification
sites produce revenue in a variety of ways, including through advertising and
affiliate marketing.

    Infonautics' search and reference sites--Electric Library, Encyclopedia.com,
and Newsdirectory.com--provide relevant information in response to users'
questions and preferences from sites that are highly differentiated from
traditional search engines and directories. These search and reference sites
produce revenue primarily through Electric Library subscription fees, and also
through advertising, affiliate marketing and co-branding.

    Infonautics was incorporated in Pennsylvania in November 1992.

TUCOWS INC.
96 Mowat Avenue
Toronto, Ontario M6K 3M1
Canada
(416) 535-0123
http://www.tucows.com

    Tucows manages a global Internet-based distribution network through which
business applications, services and content are delivered to customers including
Internet service providers and web hosting, telecommunications and cable
companies. Tucows refers to its customers as managed service providers or MSPs.
Tucows distribution network includes over 5,000 MSPs in over 100 countries.

    Tucows offers its MSPs and other customers:

    - Domain name registration services and ancillary services. Tucows' OpenSRS
      software system provides a technical infrastructure that allows MSPs to
      register and manage the delivery of domain names and the sale of web
      certificates to end-user consumers. Tucows also provides

                                       4

      retail domain name registration services as a registrar and a service that
      allows registrars accredited by ICANN, the Internet Corporation for
      Assigned Names and Numbers, to use Tucows' technical systems to process
      domain name registrations.

    - Digital content distribution. Tucows distributes software and other
      digital content both directly to consumers and indirectly through its
      accelerated content delivery network, a system that allows Tucows' network
      of over 1,000 partners located around the world to deliver software and
      digital content efficiently to their local consumers. Revenue is produced
      from the content websites through advertising.

    Tucows' objective is to use its global sales and distribution channel to
become a leading distributor of e-business applications and services on the
Internet.

    Tucows was incorporated in Delaware in April 1999.

THE MEETINGS--SEE PAGES 34 AND 37


    ANNUAL MEETING OF INFONAUTICS SHAREHOLDERS.  The Infonautics annual meeting
will be held at the Philadelphia Marriott West, Matsonford Road at Front Street,
111 Crawford Avenue, West Conshohocken, Pennsylvania, on August 15, 2001,
starting at 9:30 a.m., local time.



    SPECIAL MEETING OF TUCOWS STOCKHOLDERS.  The Tucows special meeting will be
held at 96 Mowat Avenue, Toronto, Ontario M6K 3M1, Canada on August 15, 2001,
starting at 10:00 a.m., local time.


THE MERGER

    Infonautics, Tucows and TAC Merger Sub Corporation, a newly formed wholly
owned subsidiary of Infonautics, have entered into a merger agreement that
provides for the merger of TAC Merger Sub Corporation with Tucows. Tucows will
become a wholly owned subsidiary of Infonautics, and stockholders of Tucows will
become shareholders of Infonautics.

    After the merger, former Tucows stockholders will own approximately 80% of
Infonautics, and the name of Infonautics will be changed to Tucows Inc.

    Infonautics shareholders are being asked to approve the issuance of shares
of Infonautics common stock in the merger. Tucows stockholders are being asked
to adopt the merger agreement.

    The merger agreement is attached to this joint proxy statement/prospectus as
annex 1.

    MERGER CONSIDERATION--SEE PAGE 54

    In the merger, Infonautics will issue approximately 60,054,100 shares of
Infonautics common stock and options to purchase Infonautics common stock in
exchange for all outstanding shares of Tucows capital stock and options.

    The total merger consideration to be issued to Tucows stockholders will be
equal to four times the sum of

    - 12,574,406, which is the number of issued and outstanding shares of
      Infonautics common stock on March 27, 2001, the date of the merger
      agreement, plus

    - any restricted shares of Infonautics common stock issued or to be issued
      to employees of Infonautics in exchange for the cancellation of previously
      granted stock options,

less 80,000.

                                       5

    The exchange ratio that determines the number of shares of Infonautics
common stock to be issued in exchange for each share of Tucows common stock or
Tucows preferred stock is:

    - the total merger consideration, divided by

    - the number of shares of Tucows common stock and preferred stock
      outstanding immediately before the effective time of the merger, excluding
      any shares issuable on exercise or conversion of any Tucows employee stock
      options, estimated to be approximately 36,131,000.

    For example, assume that 371,100 shares of restricted stock will be issued
to Infonautics shareholders in exchange for previously granted options and no
additional shares of Tucows capital stock are issued before the effective time
of the merger. On that basis, the total number of shares of Infonautics common
stock to be issued to Tucows stockholders will be 51,462,024, and each issued
and outstanding share of Tucows common stock or Tucows preferred stock will be
converted into 1.4243 shares of Infonautics common stock.

    Infonautics shareholders will not receive any additional shares in the
merger.

    After the merger former Tucows stockholders will own approximately 80% of
the combined company.

    TREATMENT OF TUCOWS STOCK OPTIONS--SEE PAGE 55

    When the merger is completed, each outstanding Tucows option to purchase
common stock will be converted into an option to purchase the number of shares
of Infonautics common stock into which the option would have been converted if
it had been exercised immediately before the effective time of the merger. The
exercise price per share for each Tucows stock option after the merger will be
the exercise price of the Tucows stock option divided by the exchange ratio for
exchanging Tucows capital stock for Infonautics common stock in the merger. It
is estimated that approximately 5,836,700 Tucows stock options will be converted
to options to purchase Infonautics common stock.

    It is a condition to Infonautics' obligation to complete the merger that all
of Tucows' outstanding options to purchase Tucows preferred stock must have been
amended or canceled so that exercise of these options will not require the
issuance of any additional shares of Infonautics common stock or cause an
increase in the total merger consideration to be issued to Tucows stockholders.
It is anticipated that each outstanding option to purchase Tucows preferred
stock will be canceled before completion of the merger.

    STOCKHOLDER APPROVALS--SEE PAGES 34 AND 37


    The affirmative vote of the holders of a majority of the votes cast by
holders of Infonautics common stock at a meeting at which a quorum is present is
required to approve the issuance of Infonautics common stock to Tucows
stockholders in the merger. Each holder of record of Infonautics common stock on
July 20, 2001 is entitled to one vote per share. Under a stockholder agreement
in the form attached to this joint proxy statement/prospectus as annex 3, Marvin
Weinberger and Fran Solow Weinberger, who own beneficially approximately 9.1% of
Infonautics common stock outstanding as of March 27, 2001, have agreed to vote
all of their shares for approval of the issuance of Infonautics common stock in
the merger.



    The holders of a majority of the shares of Tucows common stock and preferred
stock, voting together as a single class, are required to approve the merger
agreement and the merger. Each holder of record of Tucows common stock or Tucows
preferred stock as of June 26, 2001 is entitled to cast one vote per share.
Under stockholder agreements in the form attached to this joint proxy statement/
prospectus as annex 4, principal stockholders of Tucows owning beneficially
approximately 54% of the Tucows voting securities outstanding as of March 27,
2001 have agreed to vote all of their shares for


                                       6


approval of the merger agreement and the merger and against any other proposal
to acquire Tucows. Approval of the merger by the Tucows stockholders is assured.


    RECOMMENDATIONS OF THE BOARDS OF DIRECTORS--SEE PAGES 43 AND 53

    TO INFONAUTICS SHAREHOLDERS:  The Infonautics board of directors believes
that the merger is fair to you and in your best interest and unanimously voted
to approve the merger agreement and unanimously recommends that you vote FOR the
issuance of shares of Infonautics common stock in the merger.

    TO TUCOWS STOCKHOLDERS:  The Tucows board of directors has unanimously voted
to approve the merger agreement and unanimously recommends that you vote FOR the
adoption of the merger agreement.

    OPINION OF INFONAUTICS' FINANCIAL ADVISOR--SEE PAGE 43

    In deciding to approve the merger, the Infonautics board of directors
considered the opinion of its financial advisor, Janney Montgomery Scott LLC,
that, as of the date of its opinion, and subject to and based on the
considerations referred to in its opinion, the consideration to be received in
the merger is fair, from a financial point of view, to the holders of
Infonautics common stock. The full text of this opinion is attached as annex 5
to this joint proxy statement/prospectus. Infonautics urges its shareholders to
read the opinion of Janney Montgomery Scott in its entirety. Under the terms of
Infonautics' engagement with Janney Montgomery Scott, Infonautics has paid
Janney Montgomery Scott a fee of $125,000 for its financial advisory services
related to the merger. Upon completion of the merger, Infonautics will pay
Janney Montgomery Scott an additional $50,000 for its financial advisory
services related to the merger. Infonautics has also agreed to reimburse Janney
Montgomery Scott for its out-of-pocket expenses.

    APPRAISAL RIGHTS--SEE PAGE 60

    Infonautics shareholders have no rights of appraisal in the merger.

    Under Delaware law, Tucows stockholders who comply with statutory procedures
will be entitled to appraisal rights and to receive payment in cash for the fair
value of their shares as determined by the Delaware Chancery Court. Tucows
stockholders who desire to exercise their appraisal rights must:

    - file a written notice with Tucows before the Tucows special meeting of an
      intention to exercise appraisal rights;

    - not vote in favor of the merger; and

    - comply with other statutory procedures if the merger is approved.

    Under the merger agreement, Infonautics is not obligated to complete the
merger if holders of more than 150,000 shares of Tucows capital stock request
appraisal rights and do not withdraw their requests.

    BOARD OF DIRECTORS AND MANAGEMENT FOLLOWING THE MERGER--SEE PAGE 115

    The merger agreement provides that the board of directors of Infonautics
after the merger will be composed of nine directors. Seven of the directors will
be designated by Tucows. Two of the directors of Infonautics who will be elected
at the Infonautics annual meeting will continue as directors after the merger.

                                       7

    INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER--SEE PAGES 50
     AND 53

    Some of the directors and executive officers of Tucows and Infonautics have
interests in the merger that are different from the interests of holders of
their company's capital stock.

    Directors and officers of Infonautics have the following interests that
differ from the interests of shareholders of Infonautics:


    - David Van Riper Morris, a director of Infonautics and its president and
      chief executive officer, holds 193,040 restricted shares of Infonautics
      common stock that will vest on completion of the merger, with a market
      value of $158,293 based on the closing price for Infonautics common stock
      on the OTC Bulletin Board on July 17, 2001. Mr. Morris also holds options
      to purchase 100,000 shares of Infonautics common stock with exercise
      prices that are higher than the market price of the stock. Mr. Morris also
      has the right to receive up to $250,000 in severance pay when he leaves
      the employ of Infonautics, of which $83,000 is payable only if he remains
      with Infonautics until completion of the merger.



    - Federica F. O'Brien, Infonautics' vice president, chief financial officer
      and treasurer, holds 18,900 restricted shares of Infonautics common stock
      that will vest on completion of the merger, with a market value of $15,498
      based on the closing price for Infonautics common stock on the OTC
      Bulletin Board on July 17, 2001. Ms. O'Brien also has the right to receive
      up to $200,000 in severance pay when she leaves the employ of Infonautics,
      of which $67,000 is payable only if she remains with Infonautics until
      completion of the merger.



    - Gerard J. Lewis, Jr., Infonautics' vice president, general counsel and
      secretary, holds 10,000 restricted shares of Infonautics common stock that
      will vest on completion of the merger, with a market value of $8,200 based
      on the closing price for Infonautics common stock on the OTC Bulletin
      Board on July 17, 2001. Mr. Lewis also holds options to purchase 90,000
      shares of Infonautics common stock with exercise prices that are higher
      than the market price of the stock. Mr. Lewis also has the right to
      receive up to $200,000 in severance pay when he leaves the employ of
      Infonautics, of which $67,000 is payable only if he remains with
      Infonautics until completion of the merger.



    - Cedarampattu S. Mohan, Infonautics' vice president and chief technical
      officer, holds 49,300 restricted shares of Infonautics common stock that
      will vest on completion of the merger, with a market value of $40,426
      based on the closing price for Infonautics common stock on the OTC
      Bulletin Board on July 17, 2001. Mr. Mohan also has the right to receive
      up to $200,000 in severance pay when he leaves the employ of Infonautics,
      of which $67,000 is payable only if he remains with Infonautics until
      completion of the merger.



    - David Van Riper Morris and Lloyd Morrisett will continue as directors of
      the combined company after the merger.


    - Under the merger agreement, all Infonautics directors have the right to
      continuation of their existing indemnification arrangements.

    Directors and officers of Tucows have the following interests that differ
from the interests of stockholders of Tucows:

    - Elliot Noss, a director of Tucows and its president and chief executive
      officer, will continue in those roles in the combined company after the
      merger. He has an employment agreement with Tucows that will continue
      after the merger. It provides for a salary of Cdn$150,000 per year.

    - Scott Swedorski, Tucows' founder and editor-in-chief, will continue in
      those roles in the combined company after the merger. He has an employment
      agreement with Tucows that will continue after the merger. It provides for
      a salary of US$100,000 per year.

                                       8

    - Michael Cooperman, Tucows' chief financial officer, will continue in that
      role in the combined company after the merger. He has an employment
      agreement with Tucows that will continue after the merger. It provides for
      a salary of Cdn$150,000 per year.

    - Graham Morris, Tucows' chief operating officer will serve as chief
      operating officer of the combined company after the merger. He has an
      employment agreement with Tucows that will continue after the merger. It
      provides for a salary of Cdn$150,000 per year.

    - Supriyo Sen, Tucows' chief technology officer, will continue in that role
      in the combined company after the merger. He has an employment agreement
      with Tucows that will continue after the merger. It provides for a salary
      of US$125,000 per year.


    - Dennis Bennie, Erez Gissen, Stanley Stern and Robert F. Young, who are
      directors of Tucows, will serve as directors of the combined company after
      the merger.


    Under the Tucows employment agreements, the salary of the executive is
subject to periodic increases by the board of directors at its discretion, and
the executive is eligible for an annual bonus and other benefits.

    MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES--SEE PAGE 55

    It is a condition to Tucows' obligation to complete the merger that the
opinion of its tax counsel, Skadden, Arps, Slate, Meagher & Flom LLP, that the
merger will qualify as a reorganization within the meaning of section 368(a) of
the Internal Revenue Code be reconfirmed at the time of the merger. Assuming
that the merger will qualify as a reorganization, no gain or loss will be
recognized by the U.S. holders of Tucows common stock who exchange their shares
of Tucows common stock for Infonautics common stock in the merger, except for
cash received instead of fractional shares of Infonautics common stock.

    Tucows urges you to consult your tax advisor for a full understanding of the
tax consequences of the merger to you.

    OVERVIEW OF THE MERGER--SEE PAGE 62

    CONDITIONS TO THE COMPLETION OF THE MERGER.  The obligations of Tucows and
Infonautics to complete the merger are subject to the satisfaction or waiver of
the principal conditions listed below.

    CONDITIONS TO OBLIGATIONS OF TUCOWS AND INFONAUTICS

    - The Infonautics shareholders must approve the increase of Infonautics'
      authorized common stock, which is included in the amended and restated
      Infonautics articles of incorporation, and the issuance of shares of
      Infonautics common stock in the merger.

    - The merger agreement must be adopted by the Tucows stockholders.

    - The registration statement of which this joint proxy statement/prospectus
      forms a part must be declared and remain effective.

    - No law, injunction or order preventing the completion of the merger may be
      in effect.

    CONDITIONS TO OBLIGATIONS OF INFONAUTICS

    - There must not have occurred any event that has had a material adverse
      effect on the business, financial condition or results of operations of
      Tucows and its subsidiaries taken as a whole or on the ability of Tucows
      to complete the merger.

    - Holders of more than 150,000 shares of Tucows capital stock must not have
      exercised and not withdrawn their rights of appraisal.

                                       9

    - All of Tucows outstanding preferred stock must have been converted into
      common stock.

    - All outstanding options to purchase Tucows capital stock other than
      employee stock options must have been amended or canceled so that exercise
      of these options will not require the issuance of any additional shares of
      Infonautics common stock or cause an increase in the total merger
      consideration.

    - The representations and warranties of Tucows must be true in all material
      respects.

    - Tucows must have complied with its covenants in all material respects.

    CONDITIONS TO OBLIGATIONS OF TUCOWS

    - There must not have occurred any event that has had a material adverse
      effect on the business, financial condition or results of operations of
      Infonautics and its subsidiaries taken as a whole or on the ability of
      Infonautics to complete the merger.

    - The opinion of tax counsel to Tucows that the merger will qualify as a
      tax-free reorganization for U.S. federal income tax purposes must be
      reconfirmed at the time of the merger.

    - The representations and warranties of Infonautics must be true in all
      material respects, including the representation that Infonautics will have
      at least $7.5 million in cash, cash equivalents and marketable securities,
      net of specified short-term liabilities, at the time of completion of the
      merger.

    - Infonautics must have complied with its covenants in all material
      respects.

    TERMINATION OF THE MERGER AGREEMENT.  Tucows and Infonautics can jointly
agree to terminate the merger agreement at any time. Either company may also
terminate the merger agreement if:

    - The merger is not completed on or before August 31, 2001, unless the
      failure to complete the merger is the result of:

       - action or failure to act by the company seeking to terminate the merger
         agreement;

       - delays in effectiveness of the registration statement of which this
         joint proxy statement/ prospectus forms a part on account of delays in
         review by the Securities and Exchange Commission or delays in obtaining
         other regulatory approvals; or

       - in the case of Infonautics, delays in filing the registration statement
         which are not caused by a failure of Tucows to provide necessary
         information;

    - The Infonautics shareholders do not approve the amendment and restatement
      of Infonautics articles of incorporation to increase the number of
      authorized shares of Infonautics common stock and the issuance of shares
      of Infonautics common stock in the merger at Infonautics annual meeting;

    - A condition to the obligations of that party to complete the merger cannot
      be satisfied by August 31, 2001 because of a law, injunction or order; or

    - The other company breaches its representations, warranties or covenants in
      the merger agreement in a material way.

    Tucows can terminate the merger agreement if:

    - Infonautics board of directors changes its recommendation that the
      Infonautics shareholders approve the amendment and restatement of
      Infonautics articles of incorporation to increase the number of authorized
      shares of Infonautics common stock and the issuance of shares of

                                       10

      Infonautics common stock in the merger or breaches its obligation to call
      the Infonautics shareholders' meeting; or

    - Infonautics delivers audited financial statements that differ in any
      material respect from draft financial statements delivered to Tucows.

    Infonautics can terminate the merger agreement if:

    - Infonautics receives a superior acquisition proposal from a third party
      and:

       - Infonautics provides Tucows the opportunity to modify its proposal;

       - the Infonautics board of directors concludes that the third party's
         acquisition proposal remains superior; and

       - Infonautics pays a termination fee as described under "Termination
         Fees" below; or

    - Tucows delivers audited financial statements that differ in any material
      respect from draft financial statements delivered to Infonautics.

    TERMINATION FEES.  The merger agreement provides that Infonautics must pay
to Tucows a termination fee of:

    - $1.0 million if the Infonautics shareholders fail to approve the amendment
      and restatement of Infonautics articles of incorporation to increase the
      number of authorized shares of Infonautics common stock and the issuance
      of shares of Infonautics common stock in the merger at Infonautics annual
      meeting; or

    - $1.3 million if the Infonautics board of directors receives and accepts a
      superior acquisition proposal. If the merger agreement is terminated under
      these circumstances, Tucows must refund any amount by which its fees and
      expenses relating to the merger agreement and the transactions called for
      by the merger agreement are less than $300,000; or

    - the lesser of $1.0 million plus Tucows' fees and expenses relating to the
      merger agreement and the transactions called for by the merger agreement,
      or $1.3 million, if:

       - Infonautics receives an acquisition proposal from a third party after
         the date of the merger agreement; and

       - either Tucows or Infonautics terminates the merger agreement; and

       - within nine months after the termination of the merger agreement,
         Infonautics enters into an acquisition agreement relating to the third
         party acquisition proposal.

    PROVISIONS PROHIBITING OTHER TRANSACTIONS.  The merger agreement contains
provisions prohibiting Tucows and Infonautics from seeking an alternative
transaction. These no solicitation provisions prohibit Tucows and Infonautics
and their officers, directors, subsidiaries and representatives, from taking any
action to solicit an acquisition proposal as described on page 63. The merger
agreement does not, however, prohibit Infonautics or its board of directors from
considering, and potentially recommending, an unsolicited superior proposal from
a third party as described on pages 64 and 65.

    LOAN BY INFONAUTICS TO TUCOWS.  As required under the merger agreement, on
April 26, 2001, Infonautics loaned Tucows $1.3 million. The loan is due and
payable on August 31, 2001 and bears interest at a rate of 8% per year. The loan
is secured by a security interest in substantially all of the assets of Tucows.


    Tucows required additional capital for its operations until the introduction
of the .info generic top-level domain which, at the time of signing of the
merger agreement, was expected to occur in the second quarter of 2001. Tucows
could only have obtained financing on terms which might have been


                                       11

detrimental to Tucows and the continuing company after the merger. Because
Infonautics' board of directors determined that the merger is in the best
interest of the Infonautics shareholders, Infonautics' board decided it was
appropriate to use part of Infonautics' available cash to make a loan to Tucows
on more palatable terms.

    COMPLETION AND EFFECTIVENESS OF THE MERGER.  The merger will be completed
when all of the conditions to completion of the merger are satisfied or waived.
The merger will become effective when a certificate of merger is filed with the
state of Delaware. Infonautics and Tucows expect to complete the merger during
the third quarter of 2001.

RECENT DEVELOPMENTS


    When the merger agreement was signed, the .info generic top-level domain was
expected to launch in the second quarter of 2001. The unexpected negotiations
between VeriSign, Inc., ICANN and the U.S. Department of Commerce concerning
VeriSign's continued operation of the .com, .net and .org registries and the
delay in securing agreements between ICANN and Afilias concerning the .info
registry have delayed the introduction of the registry to late in the third
quarter of 2001. Tucows' projected revenues for the sale of .info domain names
have been correspondingly delayed.



    Liberty Registry Management Services Inc., a recently created, wholly owned
subsidiary of Tucows, has contracted with Afilias to provide back end registry
services for the .info registry. Liberty is required by contract to be fully
operational before the launch of the registry and is incurring expenses as it
acquires equipment and facilities necessary to operate the .info registry. The
delay in the launch of the .info registry has led Tucows to require bridging
financing until the registry begins to produce revenue.


    In June 2001, XDL, Capital Corporation, the management company related to a
Tucows stockholder, XDL U.S. Holdings Inc., agreed to provide Tucows with a loan
of $2.5 million. The loan is due and payable on the earlier of four months from
the date of the first drawdown or ten business days after completion of the
merger with Infonautics. The loan is secured by a security interest in
substantially all of the assets of Tucows. XDL's security interest is
subordinate to Infonautics' security interest.


    Since entering into the merger agreement, Infonautics has taken steps to
conserve its cash. Infonautics has reduced its personnel so that it now employs
27 people, down from 38 full-time employees and eight part-time employees on
March 25, 2001. Infonautics has also reduced expenses that it does not believe
affect its core business operations. Infonautics has also converted many of its
Electric Library subscribers from a monthly to an annual basis, increasing cash
flow in the short term. Infonautics also increased its cash by selling
approximately 17,000 shares of eBay which were held in escrow until July 2001,
netting $1.17 million.


MARKET PRICE INFORMATION


    Before June 21, 2001, shares of Infonautics common stock were traded on the
Nasdaq SmallCap market. On March 27, 2001, the last trading day before the
public announcement of the merger, Infonautics common stock closed at $0.531 per
share. On June 20, 2001, Nasdaq notified Infonautics that it had determined to
delist the Infonautics common stock from the SmallCap market for failure to
maintain a minimum bid price of $1.00 for 30 consecutive trading days as
required by the Nasdaq Marketplace Rules. As of June 21, 2001, Infonautics'
common stock is quoted on the OTC Bulletin Board maintained by Nasdaq. On
July 17, 2001 the closing price on that market was $0.82. Management has not
determined when or whether it will apply again for listing on the Nasdaq
SmallCap market.


    There is no public market for shares of Tucows capital stock.

                                       12

OTHER PROPOSALS FOR INFONAUTICS SHAREHOLDERS ONLY

    AMENDMENT AND RESTATEMENT OF INFONAUTICS ARTICLES OF INCORPORATION--SEE PAGE
118

    Infonautics shareholders are being asked to approve an amendment and
restatement of Infonautics articles of incorporation. The principal purposes of
the amendment and restatement are to:

    - Increase the number of authorized shares of Infonautics common stock to
      250,000,000; and

    - Eliminate several classes of Infonautics capital stock that have
      previously been converted or retired and no longer have any shares
      outstanding or issuable.

    The amended and restated articles of incorporation of Infonautics are
attached to this joint proxy statement/prospectus as annex 2.

    The affirmative vote of the holders of a majority of the votes cast by
holders of Infonautics common stock at a meeting at which a quorum is present is
required to adopt the amendment and restatement of the Infonautics articles of
incorporation.

    ELECTION OF DIRECTORS OF INFONAUTICS--SEE PAGE 119

    Infonautics shareholders are being asked to vote upon the election of five
directors, each for a one-year term and until the election and qualification of
his successor. The board of directors has nominated for election as directors:
Lloyd N. Morrisett, Israel J. Melman, Howard L. Morgan, David Van Riper Morris
and Brian Segal. If the merger with Tucows is completed, three of the
Infonautics directors elected at the annual meeting will resign, the Infonautics
board of directors will be increased to nine members and seven nominees of
Tucows will be elected to fill the vacancies.

    The five nominees who receive the highest number of votes actually cast will
be elected.

    AMENDMENT OF 1996 EQUITY COMPENSATION PLAN--SEE PAGE 122

    Infonautics shareholders are being asked to approve an amendment to
Infonautics' 1996 equity compensation plan to increase the number of shares of
common stock reserved for issuance under the plan from 2,500,000 to 10,000,000.

    The affirmative vote of the holders of a majority of the votes cast by
holders of Infonautics common stock at a meeting at which a quorum is present is
required to adopt the amendment of the plan.

                                       13

                SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

    The following tables present:

    - selected historical financial data of Infonautics;

    - selected historical financial data of Tucows; and

    - selected unaudited pro forma consolidated financial data of Infonautics
      that reflect the merger.

                               INFONAUTICS, INC.
                       SELECTED HISTORICAL FINANCIAL DATA

    The selected historical financial data of Infonautics has been obtained from
the audited historical consolidated financial statements and related notes of
Infonautics for each year in the five-year period ended December 31, 2000, which
have been audited by PricewaterhouseCoopers LLP, independent accountants. The
selected historical financial data for the three months ended March 31, 2000 and
March 31, 2001 has been obtained from Infonautics' unaudited consolidated
financial statements, which, in the opinion of Infonautics' management, includes
all adjustments necessary for fair presentation of its financial position and
results of operations for these periods. The historical data is only a summary,
and you should read it with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the historical consolidated financial
statements and related notes contained in Infonautics' annual report on
Form 10-K for the year ended December 31, 2000 and its quarterly report on Form
10-Q for the quarter ended March 31, 2001, which accompany this joint proxy
statement/prospectus.

                                       14




                                             YEAR ENDED DECEMBER 31,                         QUARTER ENDED MARCH 31,
                         ----------------------------------------------------------------   -------------------------
                            1996         1997         1998         1999          2000          2000          2001
                         ----------   ----------   ----------   -----------   -----------   -----------   -----------
                                                                                            (UNAUDITED)   (UNAUDITED)
                                               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                                                     
CONSOLIDATED STATEMENTS
  OF OPERATIONS DATA:
Revenue................  $    1,441   $    6,832   $   14,925   $    23,234   $    11,161   $     3,041   $     1,839
Costs and expenses:
  Cost of revenues.....         822        2,641        4,384         7,164         3,079           804           539
  Customer support
    expenses...........         324          578        1,093         1,147           426            20           103
  Technical operations
    and development
    expenses...........       5,210        6,272        7,606         8,375         6,175         1,430           814
  Sales and marketing
    expenses...........       6,142       10,674       14,835        11,773         8,179         2,883           740
  General and
    administrative
    expenses...........       3,927        5,029        4,609         3,068         3,814           703         1,698
                         ----------   ----------   ----------   -----------   -----------   -----------   -----------
    Total costs and
      expense..........      16,425      25, 194       32,527        31,527        21,673         5,840         3,895
                         ----------   ----------   ----------   -----------   -----------   -----------   -----------
Loss from operations...     (14,984)     (18,362)     (17,602)       (8,293)      (10,512)       (2,799)       (2,056)
Equity in net losses of
  unconsolidated
  affiliate............          --           --           --          (413)      (10,606)       (2,499)
Gain on sale of net
  assets...............          --           --           --        34,919            --            --            --
Other income...........          --           --           --            --         6,616            --            43
Interest income
  (expense), net.......       1,198        1,003          154        (1,516)          181             5           822
                         ----------   ----------   ----------   -----------   -----------   -----------   -----------
Net income (loss)......     (13,786)     (17,359)     (17,448)       24,697       (14,321)       (5,293)       (1,191)
                         ----------   ----------   ----------   -----------   -----------   -----------   -----------
Redemption of preferred
  stock in excess of
  carrying amount......          --           --           --           (75)           --            --            --
Net income (loss)
  applicable to common
  shareholders.........  $  (13,786)  $  (17,359)  $  (17,448)  $    24,622   $   (14,321)  $    (5,293)  $    (1,191)
                         ==========   ==========   ==========   ===========   ===========   ===========   ===========
Net income (loss) per
  common equivalent
  share--basic.........  $    (1.61)  $    (1.83)  $    (1.77)  $      2.10   $     (1.16)  $     (0.44)  $     (0.09)
Weighted average number
  of common and
  equivalent shares
  outstanding--basic...   8,549,800    9,491,600    9,830,900    11,729,900    12,348,100    12,034,300    12,629,269
Net income (loss) per
  common equivalent
  share--diluted.......  $    (1.61)  $    (1.83)  $    (1.77)  $      1.88   $     (1.16)  $     (0.44)  $     (0.09)
Weighted average number
  of common and
  equivalent shares
  outstanding..........   8,549,800    9,491,600    9,830,900    13,126,300    12,348,100    12,034,300    12,629,269




                                                                                                         QUARTER ENDED
                                                             YEAR ENDED DECEMBER 31,                       MARCH 31,
                                               ----------------------------------------------------   -------------------
                                                 1996       1997       1998       1999       2000       2000       2001
                                               --------   --------   --------   --------   --------   --------   --------
                                                                                                          (UNAUDITED)
                                                                             (IN THOUSANDS)
                                                                                            
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and investments.......  $27,379    $12,997    $ 3,268    $ 3,739    $12,346    $14,563    $10,878
Working capital (deficit)....................   25,841      7,163     (5,561)    11,511     10,192      9,396      8,196
Total assets.................................   30,227     18,794     10,192     30,061     15,796     24,929     13,816
Long-term Obligations, Net of Current
  Portion....................................       --        404        577         --        111         --         91
Shareholders' equity (deficit)...............   27,688     10,460     (3,298)    22,916     12,452     18,565     10,344


                                       15

                                  TUCOWS INC.
                       SELECTED HISTORICAL FINANCIAL DATA

    The selected historical financial data as of December 31, 1999 and
December 31, 2000, and for the period from May 4, 1999 to December 31, 1999, the
year ended December 31, 2000, and the three months ended March 31, 2000 and
March 31, 2001, reflects the financial position and results of operations of
Tucows Inc. The selected historical financial data for the years ended
December 31, 1997 and 1998, and for the period from January 1, 1999 to May 3,
1999, reflects the financial position and results of operations of Tucows'
predecessor entity, the Tucows division of Tucows Interactive Limited. The
statement of operations for the year ended December 31, 1999 is prepared on a
pro forma basis as though Tucows' acquisition of the assets of the Tucows
division had occurred on January 1, 1999.

    The balance sheet data as of December 31, 1999 and 2000 and the statements
of operations data for the period from May 4, 1999 to December 31, 1999 and the
year ended December 31, 2000 are obtained from Tucows' financial statements that
have been audited by KPMG LLP, independent accountants, and that are included in
this joint proxy statement/prospectus beginning on page F-13.

    The balance sheet data as of May 3, 1999 and December 31, 1998 and the
statement of operations data for the year ended December 31, 1998 and for the
period from January 1, 1999 to May 3, 1999, are obtained from the financial
statements of the Tucows division of Tucows Interactive Limited that have been
audited by KPMG LLP, independent accountants, which are included in this joint
proxy statement/prospectus beginning on page F-2.

    The statement of operations data for the year ended December 31, 1997 are
obtained from the financial statements of the Tucows division of Tucows
Interactive Limited that have been audited by KPMG LLP, independent accountants,
which are not included in this joint proxy statement/prospectus.

    The balance sheet data as of March 31, 2001 and the statement of operations
data for the three month periods ended March 31, 2000 and March  31, 2001 has
been obtained from Tucows unaudited financial statements that are included in
this joint proxy statement/prospectus beginning on page F-13 which, in the
opinion of Tucows' management, include all adjustments that Tucows considers
necessary for fair presentation of its financial position and results of
operations for those periods.

    The historical data is only a summary, and you should read it with "Tucows
Management's Discussion and Analysis of Financial Condition and Results of
Operations" that begins on page 79 of this joint proxy statement/prospectus and
the historical consolidated financial statements and related notes of Tucows
that are included in this joint proxy statement/prospectus beginning on
page F-2.

                                       16



                                                               TUCOWS
                                  TUCOWS DIVISION             DIVISION
                          -------------------------------   PERIOD FROM
                              YEAR ENDED DECEMBER 31,       JAN. 1, 1999
                          -------------------------------        TO
                            1997       1998      1999(1)    MAY 3, 1999
                          --------   --------   ---------   ------------

                          (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                
STATEMENTS OF OPERATIONS
  DATA:
Net Revenue.............   $1,137     $2,271    $   3,580      $  746
Cost of Revenues........       64         98          341          58
                           ------     ------    ---------      ------
Gross Profit............    1,073      2,173        3,239         688

Operating Expenses:
  Sales and Marketing...      357        696        2,499         379
  Technical Operations
    and Development
    Expenses............      223        494        1,385         290
  General and
    Administrative......      416        691        2,750         508
  Amortization of
    Property and
    Equipment...........       60        169          280          53
  Amortization of
    Intangible Assets...       --         --       10,077          --
  Write-down of
    Intangible Assets...       --         --           --          --
                           ------     ------    ---------      ------
  Total Operating
    Expenses............    1,056      2,050       16,991       1,230
                           ------     ------    ---------      ------
Income (loss) from
  Operations............       17        123      (13,752)       (542)
Interest Income
  (expense), net........       (4)        (5)          30          --
                           ------     ------    ---------      ------
Income (loss) before
  Provision for Income
  Taxes.................       13        118      (13,722)       (542)
Provision for Income
  Taxes (recovery)......        8         55          (63)        (63)
                           ------     ------    ---------      ------
Income (loss) for the
  Period................   $    5     $   63    $ (13,659)     $ (479)
                           ======     ======    =========      ======

Basic and Diluted Loss
  per Common Share:.....                        $   (4.55)
Shares used in Computing
  Basic and Diluted Loss
  per Common Share:.....                        3,000,000

BALANCE SHEET DATA:
Cash and Cash
  Equivalents...........   $    3     $  128    $   1,670      $  100
Working Capital
  (deficit).............     (106)       122        1,352        (301)
Total Assets............      198        659       28,534         715
Deferred Revenue........       55        215          676         308
Long-term Obligations,
  Net of Current
  Portion...............       52         29           --          22
Shareholders' Equity
  (deficiency)..........       --         --       26,940          --
Divisional Equity
  (deficiency)..........      (14)       230           --        (153)



                           TUCOWS INC.                            TUCOWS INC.
                           PERIOD FROM                    ----------------------------
                           MAY 4, 1999     TUCOWS INC.      QUARTER ENDED MARCH 31,
                               TO          YEAR ENDED     ----------------------------
                          DEC. 31, 1999   DEC. 31, 2000      2000             2001
                          -------------   -------------   -----------      -----------
                                                          (UNAUDITED)      (UNAUDITED)
                              (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                               
STATEMENTS OF OPERATIONS
  DATA:
Net Revenue.............    $   2,834       $  14,440      $   1,549        $   6,392
Cost of Revenues........          283           7,785            613            4,092
                            ---------       ---------      ---------        ---------
Gross Profit............        2,551           6,655            936            2,300
Operating Expenses:
  Sales and Marketing...        2,120          11,121          1,810            1,951
  Technical Operations
    and Development
    Expenses............        1,095           4,132            518            1,246
  General and
    Administrative......        2,242           4,704            753              844
  Amortization of
    Property and
    Equipment...........          227           1,701            396              691
  Amortization of
    Intangible Assets...        6,718          10,698          2,519              926
  Write-down of
    Intangible Assets...           --          10,100             --               --
                            ---------       ---------      ---------        ---------
  Total Operating
    Expenses............       12,402          42,456          5,996            5,658
                            ---------       ---------      ---------        ---------
Income (loss) from
  Operations............       (9,851)        (35,801)        (5,060)          (3,358)
Interest Income
  (expense), net........           30             215             21               26
                            ---------       ---------      ---------        ---------
Income (loss) before
  Provision for Income
  Taxes.................       (9,821)        (35,586)        (5,039)          (3,332)
Provision for Income
  Taxes (recovery)......           --              --             --               --
                            ---------       ---------      ---------        ---------
Income (loss) for the
  Period................    $  (9,821)      $ (35,586)     $  (5,039)       $  (3,332)
                            =========       =========      =========        =========
Basic and Diluted Loss
  per Common Share:.....    $   (3.27)      $  (11.86)     $   (1.68)       $   (1.01)
Shares used in Computing
  Basic and Diluted Loss
  per Common Share:.....    3,000,000       3,000,000      3,000,000        3,295,982
BALANCE SHEET DATA:
Cash and Cash
  Equivalents...........    $   1,670       $   2,170             --        $   1,081
Working Capital
  (deficit).............        1,352          (9,729)            --           (9,587)
Total Assets............       28,534          22,526             --           23,659
Deferred Revenue........          676          15,808             --           17,747
Long-term Obligations,
  Net of Current
  Portion...............           --              --             --               --
Shareholders' Equity
  (deficiency)..........       26,940          (1,697)            --           (1,964)
Divisional Equity
  (deficiency)..........           --              --             --               --


- ------------------------------

(1) The selected historical statement of operations data for the year ended
    December 31, 1999 is prepared on a pro forma basis as though Tucows'
    acquisition of the assets of the Tucows division had occurred on January 1,
    1999.

                                       17

                               INFONAUTICS, INC.
            SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

    The selected unaudited pro forma consolidated financial data of Infonautics
have been obtained from, and should be read with, the unaudited pro forma
consolidated condensed financial statements beginning on page 72 of this joint
proxy statement/prospectus.

    The unaudited pro forma statement of operations data for the year ended
December 31, 2000 gives effect to the proposed merger as if it had taken place
on January 1, 2000 and for the three month period ended March 31, 2001 gives
effect to the proposed merger as if it had taken place on January 1, 2001. The
unaudited pro forma balance sheet data for March 31, 2001 gives effect to the
proposed merger as if it had taken place on March 31, 2001.

    The selected unaudited pro forma consolidated financial data are presented
for informational purposes only and, while they are based on assumptions that we
believe are reasonable, they are not necessarily indicative of the financial
position or results of operations that would have occurred had the merger been
completed as of the dates indicated and are not meant to project Infonautics'
financial position or results of operations for any period or as of any date.



                                             YEAR ENDED DECEMBER 31, 2000   QUARTER ENDED MARCH 31, 2001
                                             ----------------------------   ----------------------------
                                                                                    (UNAUDITED)
                                                   (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                                      
STATEMENT OF OPERATIONS DATA:
Revenues...................................           $    25,601                   $     8,231
Operating income (loss)....................               (45,126)                       (5,213)
Interest income, net.......................                   396                            70
Equity in net losses of unconsolidated
  affiliate................................               (10,606)                           --
Other income...............................                 6,616                           822
Income (loss)..............................               (49,220)                       (4,321)
Income (loss) per share
  Basic and diluted........................                 (0.79)                        (0.07)
Average common shares
  Basic and diluted........................            62,348,100                    62,629,269




                                                                  MARCH 31, 2001
                                                                  --------------
                                                           
BALANCE SHEET DATA:
Cash and equivalents........................................        $    10,632
Working capital deficiency..................................             (1,681)
Total assets................................................             35,843
Debt due within one year....................................                 74
Long-term debt..............................................                 91
Stockholders' equity........................................              6,458


                                       18

                                  RISK FACTORS

    The merger involves a high degree of risk. Tucows stockholders will be
choosing to invest in Infonautics common stock by voting in favor of adoption of
the merger agreement. An investment in Infonautics common stock involves a high
degree of risk. Infonautics shareholders and Tucows stockholders should
carefully consider the following risk factors in deciding whether to vote for
the proposals relating to the merger.

          RISK FACTORS RELATED TO THE MERGER AND THE MERGER AGREEMENT

THE ISSUANCE OF APPROXIMATELY 60,054,100 SHARES OF INFONAUTICS COMMON STOCK TO
TUCOWS STOCKHOLDERS IN THE MERGER AND THE ISSUANCE OF ADDITIONAL SHARES
AUTHORIZED BY THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF INFONAUTICS
COMMON STOCK INCLUDED IN THE PROPOSED AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF INFONAUTICS WILL SUBSTANTIALLY REDUCE THE PERCENTAGE INTERESTS
OF INFONAUTICS SHAREHOLDERS.

    If the merger is completed, approximately 60,054,100 shares of Infonautics
common stock will be issued to Tucows stockholders, and former Tucows
stockholders will own approximately 80% of Infonautics. After the adoption and
filing of the amended and restated articles of incorporation of Infonautics, a
significantly greater number shares of common stock will be available for
issuance. The issuance of approximately 60,054,100 shares of common stock to
Tucows stockholders will cause a significant reduction in the relative
percentage interests of current shareholders of Infonautics in earnings, voting,
liquidation value and book and market value. The issuance of additional shares
in future transactions could further reduce the percentage interests of current
Infonautics shareholders and could also reduce the percentage interests of
former Tucows stockholders.

THE INFONAUTICS COMMON STOCK HAS BEEN DELISTED, AND INVESTORS MAY FIND IT MORE
DIFFICULT TO SELL INFONAUTICS COMMON STOCK.


    The Infonautics common stock has been delisted from the Nasdaq SmallCap
market because Infonautics has failed to maintain a minimum bid price of $1.00
for 30 consecutive trading days as required by Nasdaq's minimum listing
requirements.


    The merger agreement does not include a condition requiring that the
Infonautics common stock be listed on an exchange or Nasdaq, and Tucows has no
right to terminate the merger agreement because the Infonautics common stock has
been delisted.

    After the delisting:

    - The Infonautics common stock is quoted on the OTC Bulletin Board as
      maintained by Nasdaq.

    - Infonautics is subject to an SEC rule concerning the trading of so-called
      penny stocks. Under this rule broker-dealers who sell securities governed
      by the rule to persons who are not established customers or accredited
      investors must make a special suitability determination and must receive
      the purchaser's written consent to the transaction prior to sale.

    Delisting is likely to make trading Infonautics shares more difficult for
broker-dealers, shareholders and investors, potentially leading to further
declines in share price. It may also make it more difficult for Infonautics to
raise additional capital. An investor may find it more difficult to sell
Infonautics common stock or to obtain accurate quotations of the share price of
the Infonautics common stock.


    Management has not determined when or whether it will apply again for
listing on the Nasdaq SmallCap market.


                                       19

INFONAUTICS MAY NEED TO MANAGE ITS CASH RESERVES IN A MANNER THAT COULD BE
DETRIMENTAL TO ITS CONTINUING OPERATIONS TO COMPLY WITH A REQUIREMENT UNDER THE
MERGER AGREEMENT THAT INFONAUTICS HAVE AT LEAST $7.5 MILLION IN CASH ON HAND ON
COMPLETION OF THE MERGER.


    Under the merger agreement Infonautics has represented to Tucows that, at
the completion of the merger, Infonautics will have at least $7.5 million in
cash on hand, which is defined to mean cash, cash equivalents and marketable
securities, including the principal of, and accrued but unpaid interest on, the
loan made by Infonautics to Tucows under the merger agreement, net of specified
short term liabilities. To satisfy this requirement, it may be necessary for
Infonautics to reduce its expenditures for its ongoing operations, such as, for
example, by reductions in staffing, to an extent that may be detrimental to
continuing those operations, whether the merger is completed or not. As of
July 13, 2001, Infonautics had approximately $9.7 million in cash on hand under
the definition in the merger agreement.


THE COMBINED COMPANY MAY FAIL TO REALIZE THE ANTICIPATED BENEFITS OF THE MERGER,
AND GROWTH IN REVENUE, EARNINGS AND CASH FLOW MAY NOT BE REALIZED.

    The success of the merger will depend, in part, on the ability of the
combined company to realize the anticipated growth opportunities and synergies
from the merger. To realize the anticipated benefits of this combination,
members of the management team of the combined company must develop strategies
to:

    - use Infonautics' liquid capital assets efficiently to develop the business
      of the combined company,

    - effectively and efficiently integrate the content distribution businesses
      of Infonautics and Tucows and

    - successfully retain and attract key employees of the combined company,
      including operating management and key technical personnel, during a
      period of transition and in light of the competitive employment market.


    If members of the management team of the combined company are not able to
develop strategies and implement a business plan that achieves these objectives,
the anticipated benefits of the business combination may not be realized. For
example, the sales and marketing staff of the combined company may not be able
to develop anticipated opportunities to cross-sell each company's subscription
Internet services to the other company's customers. Infonautics' content
management and manipulation tools may not provide anticipated synergies with
Tucows' software and content distribution business. If this occurs, growth in
revenue, earnings and cash flow may not be realized, which would diminish the
prospects of the combined company and could result in a lower market price for
its common stock.


DIRECTORS AND OFFICERS OF INFONAUTICS AND TUCOWS HAVE POTENTIAL CONFLICTS OF
INTEREST THAT MAY HAVE INFLUENCED THEM TO RECOMMEND THE MERGER.

    Some of the directors of Infonautics and Tucows who recommend that you vote
in favor of the merger and the officers of Infonautics and Tucows who provided
information to their board of directors relating to the merger have employment,
indemnification and severance benefit arrangements and rights to acceleration of
stock options and restricted stock grants that provide them with interests in
the merger that differ from yours.

    The receipt of compensation or other benefits in the merger may have
influenced these directors in making their recommendation that you vote in favor
of the transactions called for by the merger agreement and these officers in
making recommendations to their board of directors relating to the merger.

                                       20

THE MERGER AGREEMENT OBLIGATES INFONAUTICS TO PAY A SIGNIFICANT FEE IF THE
AGREEMENT IS TERMINATED UNDER SPECIFIED CIRCUMSTANCES. PAYMENT OF THIS FEE WOULD
REDUCE INFONAUTICS' AVAILABLE CASH AND COULD LIMIT ITS ABILITY TO CONTINUE ITS
OPERATIONS.

    The merger agreement requires Infonautics to pay Tucows:

    - $1.0 million if the Infonautics shareholders do not approve the amendment
      and restatement of Infonautics articles of incorporation and the issuance
      of shares of Infonautics common stock in the merger; or

    - $1.3 million if the Infonautics board of directors receives and accepts a
      superior acquisition proposal. If the merger agreement is terminated under
      these circumstances, Tucows must refund any amount by which its fees and
      expenses concerning the merger agreement and the transactions called for
      by the merger agreement are less than $300,000; or

    - the lesser of $1.0 million plus Tucows' fees and expenses relating to the
      merger agreement and the transactions called for by the merger agreement,
      or $1.3 million, if:

       - Infonautics receives an acquisition proposal from a third party after
         the date of the merger agreement; and

       - either Tucows or Infonautics terminates the merger agreement; and

       - within nine months after the termination, Infonautics enters into an
         acquisition agreement relating to the third party acquisition proposal.

    The obligation to pay these fees makes it significantly less likely that
Infonautics will receive a superior acquisition proposal or, if Infonautics
should receive an acquisition proposal after the date of the merger agreement
and the merger agreement were terminated, that Infonautics will be able to
complete a transaction relating to that proposal earlier than nine months after
termination of the merger agreement. If Infonautics were required to pay a
termination fee, it would reduce Infonautics' available cash and could limit its
ability to continue its operations.

ANY FEE THAT IS PAYABLE IF THE MERGER AGREEMENT IS TERMINATED MAY NOT BE PAID
OR, IF PAID, MAY NOT BE SUFFICIENT TO COMPENSATE FOR TUCOWS' LOST BUSINESS
OPPORTUNITIES.

    Payment of a termination fee by Infonautics under the merger agreement is
not secured by its assets. Infonautics may not have sufficient funds to pay the
termination fee or may not be willing to pay the termination fee. If either
party terminates the agreement under circumstances under which a termination fee
is payable to Tucows, the termination fee may not be sufficient to cover all of
the costs and expenses of pursuing the merger or to compensate for any business
opportunities that Tucows had foregone in favor of pursuing the merger.

INFONAUTICS IS NOT ENTITLED TO ANY TERMINATION FEE, AND NO TERMINATION FEE MAY
BE PAYABLE TO TUCOWS IN SOME CASES, SO THAT CASH AND EXPENSES INCURRED BY THE
PARTIES MAY NOT BE RECOVERED.

    The merger agreement does not require Tucows to pay any termination fee to
Infonautics if the merger agreement is terminated, and the merger agreement may
be terminated under circumstances that do not require the payment of any
termination fee by Infonautics to Tucows. Although the merger agreement provides
that a party in breach of the agreement may be liable to the other party if the
agreement is terminated, if the agreement is terminated under circumstances
under which no termination fee is payable, the parties will have incurred costs
and expenses that may not be recovered.

TUCOWS' PRINCIPAL STOCKHOLDERS WILL CONTROL INFONAUTICS AFTER THE MERGER, WHICH
WILL LIMIT YOUR ABILITY TO INFLUENCE CORPORATE MATTERS.

    As of March 28, 2001, Tucows' principal stockholders beneficially owned
approximately 93% of Tucows' voting stock and, after the merger with
Infonautics, will beneficially own approximately 75% of

                                       21

Infonautics voting stock. These stockholders could control the outcome of any
corporate transaction or other matter submitted to Infonautics shareholders for
approval, including mergers, consolidations and the sale of all or substantially
all of Infonautics' assets, and also could prevent or cause a change in control.
The interests of these stockholders may differ from the interests of
Infonautics' other shareholders. Third parties may be discouraged from making a
tender offer or bid to acquire Infonautics because of this concentration of
ownership.

                      RISK FACTORS RELATING TO INFONAUTICS

INFONAUTICS RELIES ON SUBSCRIPTIONS FOR ITS REVENUE FROM THE ELECTRIC LIBRARY
SITE. IF INFONAUTICS DOES NOT ACQUIRE NEW SUBSCRIBERS AND RETAIN EXISTING
SUBSCRIBERS OR THE COST OF ACQUIRING OR RETAINING SUBSCRIBERS INCREASES,
INFONAUTICS' REVENUE FROM THIS SITE WILL DECLINE AND ITS ABILITY TO ACHIEVE
PROFITABILITY WILL BE IMPAIRED.

    Infonautics obtains most of its subscription-based revenue from the
fee-based Electric Library site. The following factors affect Infonautics' net
revenue from Electric Library:

    - Infonautics pays fees to third party websites and services to obtain new
      subscribers to Electric Library. Infonautics may be required to make
      payments even if the agreements don't result in revenues from new
      subscribers sufficient to cover Infonautics' costs. One or more of these
      agreements may not be renewed, which could reduce Infonautics' revenue
      from new subscribers.

    - Infonautics may choose to limit spending on subscriber acquisition, which
      will likely result in fewer new subscribers.

    - Infonautics' customers may not renew their subscriptions after their
      subscription period has ended.

    - Infonautics may reduce the selling price of Electric Library in response
      to increased competition or loss of customers.

    If Infonautics' subscriber acquisition, retention and renewal rates or
pricing decreases significantly, its net revenues from Electric Library will
decline.

INFONAUTICS RELIES ON ADVERTISING AND E-COMMERCE PARTNERS FOR ITS REVENUE FROM
ITS CONTENT NOTIFICATION SITES AND SEARCH AND REFERENCE SITES. IF FUNDS FROM
THESE SOURCES DECREASE OR THEIR COST INCREASES, INFONAUTICS' REVENUE FROM THESE
SITES WILL DECLINE AND ITS ABILITY TO ACHIEVE PROFITABILITY WILL BE IMPAIRED.

    Infonautics' content notification sites such as Job Sleuth and the
non-Electric Library search and reference sites are generally free to the user.
These sites are primarily advertising and e-commerce supported. Infonautics'
ability to earn significant revenues from the content notification and
non-Electric Library search and reference sites will depend in part on their
acceptance by a substantial number of users to attract advertising revenues and
their inclusion in e-commerce programs. The following factors affect
Infonautics' net revenue from these sites:

    - Infonautics depends in part on establishing and maintaining distribution
      relationships with high-traffic web sites for its content notification and
      non-Electric Library search and reference sites. Infonautics may not be
      able to enter into placement agreements on commercially reasonable terms
      or at all.

    - Distribution relationships with websites may not result in significant
      numbers of users, even though Infonautics may have to pay significant fees
      to establish these relationships.

    - Because few standards have been widely accepted to measure the
      effectiveness of web advertising and e-commerce programs, it is difficult
      to reliably report the results of web advertising and e-commerce programs,
      and it may be difficult to attract advertisers who desire clearly
      measurable results.

                                       22

    - Advertisers and e-commerce partners require Infonautics to track and
      measure advertising and e-commerce metrics, such as the size of
      advertising inventories, the number of advertising impressions, the number
      of page views and the number of registered users. Providing these metrics
      requires Infonautics to contract with third parties to provide some of the
      metrics for a fee and to incur development costs to provide some metrics
      itself. Infonautics' failure accurately to provide these metrics could
      cause it to fail to obtain new advertisers or affiliates, lose existing
      ones or renegotiate advertising and e-commerce contracts.

    If Infonautics is unable to maintain existing and obtain new advertisers and
e-commerce partners or its cost to do so increases significantly, its net
revenues from its content notification and non-Electric Library search and
reference sites may decline.

THE COMPETITION INFONAUTICS FACES FROM OTHER PROVIDERS OF ELECTRONIC INFORMATION
IS INTENSE, AND INFONAUTICS MAY NOT BE ABLE TO COMPETE EFFECTIVELY OR
SUCCESSFULLY ATTRACT AND RETAIN CUSTOMERS.

    Competition in Infonautics' business of providing electronic information is
intense. Infonautics' competitors, Yahoo!, America Online, About.com,
Britannica.com, and Northern Light, may have greater resources and name
recognition than Infonautics. Many of these competitors have substantially
greater experience and larger customer bases than Infonautics. Infonautics'
competitors may succeed in:

    - responding more quickly to new or emerging technologies;

    - responding more rapidly to changes in customer requirements;

    - devoting greater resources to the development, promotion and sale of their
      products or services than Infonautics; and

    - establishing relationships with affiliates, advertisers, content
      providers, and others who have not entered into agreements with
      Infonautics.

    Infonautics' competitors may also succeed in developing services and
products which are superior to those of Infonautics and also may prove more
successful in marketing their products or services to the same customers to
which Infonautics intends to market its products or services. Because of this
competition, Infonautics may not be successful in attracting and retaining
customers which would cause revenues to decline.

BIGCHALK.COM, INC. OR A THIRD PARTY COULD PURCHASE THE ELECTRIC LIBRARY END USER
BUSINESS FROM INFONAUTICS. INFONAUTICS WOULD RECEIVE CASH IN THIS TRANSACTION,
AND ITS REVENUES WOULD LIKELY DECLINE.

    Infonautics' agreements with Bell & Howell Company give bigchalk.com, inc. a
right of first refusal and exclusive call option to purchase the Electric
Library site and end user business from Infonautics. This right and option
expire December 15, 2001. Infonautics can sell the Electric Library site and end
user business to a third party on terms negotiated with the third party if
bigchalk.com declines to purchase that site and business by matching the terms.
If the Electric Library site and end user business have not already been
purchased, bigchalk.com has the right to acquire that site and business for a
purchase price equal to the preceding 12 months net revenue for the site and
business multiplied by two. If a third party or bigchalk.com purchases the
Electric Library site and business, Infonautics would receive cash and its
revenues would likely decline.


INFONAUTICS DEPENDS ON THIRD PARTIES FOR PUBLISHED CONTENT, TECHNOLOGY AND
TECHNOLOGY SERVICES. LOSS OF THESE SERVICES COULD RESTRICT INFONAUTICS' ABILITY
TO DO BUSINESS AND COULD RESULT IN REDUCED REVENUE.


    Infonautics relies on bigchalk.com for published content and technology and
technology services. bigchalk.com is Infonautics' preferred provider of
published content for Electric Library, and Infonautics' other sites if
Infonautics requests, under a license which gives bigchalk.com a right of first
refusal to provide this type of content to Infonautics. The loss of the
bigchalk.com content license

                                       23

could require Infonautics to change Electric Library and any other site using
the content licensed from bigchalk.com. These changes may cause interruptions in
Infonautics' business and could cause it to incur substantial costs to replace
any lost content.

    Infonautics' also depends on licenses of additional content on a
cost-effective basis from sources other than bigchalk.com. If Infonautics is
unable to license content at a reasonable cost, its ability to deliver its sites
could be impaired which could cause it to lose customers or fail to attract new
customers.

    bigchalk.com also licenses the Electric Library site and related software,
technology, and systems to Infonautics. The license is royalty free and
perpetual, but bigchalk.com has a right to terminate the license on a change of
control of Infonautics. The loss of this license could hurt Infonautics'
business and cause its revenues to decline. bigchalk.com has waived its right to
terminate this license because of the completion of the merger between
Infonautics and Tucows.

    Infonautics also depends on bigchalk.com to provide technical and data
center support and services for Electric Library for individual end users. This
agreement expires on December 15, 2002 and may be renewed by the mutual written
agreement of the parties. The loss of this agreement could force Infonautics to
provide technical and data center support and services itself, or hire a third
party to provide those services. This could cause Infonautics' business to
suffer interruptions and require it to incur substantial costs.

INFONAUTICS DEPENDS ON THIRD PARTIES FOR FREE AND LOW COST WEB-BASED CONTENT.

    Infonautics accesses and provides web-based content for its content
notification and other sites. Infonautics accesses this content mainly by
searching selected websites and then providing links to relevant content from
the individual sites, such as Job Sleuth. Usually, Infonautics pays no fee, or a
small fee, for accessing web-based content in this manner. Infonautics' ability
to continue to use web-based content in this manner without cost, or for small
fees, is fundamental to its goal of providing free, or low cost, content
notification sites.

INFONAUTICS MAY BE SUBJECT TO GOVERNMENT REGULATION AND LEGAL LIABILITIES WHICH
MAY BE COSTLY AND MAY INTERFERE WITH ITS ABILITY TO CONDUCT BUSINESS.


    Infonautics is not subject to direct regulation by any United States or
state government agency other than the laws and regulations applicable to
businesses generally. There are few laws or regulations directly applicable to
access to or commerce on the Internet. Infonautics believes these laws and
regulations do not seriously affect its operations and that it is materially in
compliance with them.


    Although transmission of Infonautics' sites primarily originates in
Pennsylvania and the United States, the Internet is global in nature.
Governments of foreign countries might try to regulate Infonautics'
transmissions or prosecute it for violations of their laws.


    Because of the increasing popularity and use of the Internet, federal, state
and foreign governments may adopt laws or regulations in the future concerning
commercial online services and the Internet, about:


    - user privacy;

    - children;

    - copyrights and other intellectual property rights and infringement;

    - domain names;

    - pricing;

    - content regulation;

                                       24

    - defamation;

    - taxation; and

    - the characteristics and quality of products and services.

    Laws and regulations directly applicable to online commerce or Internet
communications are becoming more prevalent. Laws and regulations such as those
listed above or others could expose Infonautics to substantial liability, if
enacted, and increase its costs of compliance and doing business.

INFONAUTICS' STOCK PRICE MAY VARY SIGNIFICANTLY WHICH MAY MAKE IT DIFFICULT TO
RESELL YOUR SHARES WHEN YOU WANT TO AT PRICES YOU FIND ATTRACTIVE.

    If Infonautics' stock price continues to vary significantly, the price of
its common stock may decrease in the future regardless of its operating
performance. You may be unable to resell your shares of common stock following
periods of volatility because of the market's adverse reaction to this
volatility. The following factors may contribute to this volatility:

    - actual or anticipated variations in Infonautics' quarterly operating
      results;

    - interruptions in Infonautics' services;

    - seasonality of the markets and businesses of Infonautics' customers;

    - announcements of new technologies or new services by Infonautics or its
      competitors;

    - changes in financial estimates or recommendations by securities analysts;

    - the operating and stock price performance of other companies that
      investors may view as comparable to Infonautics;

    - news relating to Infonautics' industry as a whole; and

    - news relating to trends in Infonautics' markets.

    The stock market in general, and the market for Internet-related companies,
including Infonautics, in particular, have experienced extreme volatility. This
volatility often has been unrelated to the operating performance of these
companies. These broad market and industry fluctuations may cause the price of
Infonautics' stock to drop, regardless of Infonautics' performance.


    From January 1, 2000 through June 15, 2001, Infonautics' stock price on the
Nasdaq SmallCap market has varied from a high close of $15.94 per share to a low
close of $0.40 per share. Infonautics common stock was delisted from the Nasdaq
SmallCap market effective June 21, 2001, and it now is quoted on the OTC
Bulletin Board maintained by Nasdaq. The volatility of Infonautics' stock price
could increase because of this change.


YOUR PERCENTAGE INTEREST IN INFONAUTICS MAY BE REDUCED BY THE EXERCISE OF
INFONAUTICS' OUTSTANDING WARRANTS.

    As of June 15, 2001, the following warrants were outstanding:

    - a warrant to purchase 522,449 shares of common stock issued to the
      purchaser of a debenture at an exercise price of $5.97; this conversion
      price does not fluctuate with the market price of the common stock but is
      subject to adjustment because of anti-dilution provisions; and

    - two warrants to purchase 100,000 shares each of common stock at exercise
      prices of $5.15 and $6.25.

    Holders of Infonautics common stock could experience a reduction of their
percentage interest in Infonautics upon the exercise of the warrants.

                                       25

INFONAUTICS COULD SUFFER UNINSURED LOSSES.


    Although Infonautics maintains general liability insurance, claims could
exceed the coverage obtained or might not be covered by Infonautics' insurance.
While Infonautics typically obtains representations from its technology and
content providers and contractual partners concerning the ownership of licensed
technology and informational content and obtains indemnification to cover any
breach of these representations, Infonautics still may not receive accurate
representations or adequate compensation for any breach of these
representations. Infonautics may have to pay a substantial amount of money for
claims which are not covered by insurance or indemnification or for claims where
the existing scope or adequacy of insurance or indemnification is disputed or
insufficient.


                        RISK FACTORS RELATING TO TUCOWS

TUCOWS HAS A LIMITED HISTORY AS A DOMAIN NAME REGISTRAR AND BECAUSE IT OPERATES
IN A NEW INDUSTRY FOR PRIVATE LABEL INTERNET APPLICATIONS AND SERVICES, IT IS
EXPOSED TO RISKS THAT AFFECT ITS ABILITY TO CONDUCT ITS BUSINESS.

    The introduction of competition in the domain name registration industry is
less than 20 months old. Tucows entered the domain name registration business in
January 2000 by providing a wholesale service to customers with primary
operations that involve direct dealings with consumers. Tucows' primary
customers, which Tucows refers to as managed service providers or MSPs, have
been Internet service providers, web hosting, cable and telecommunications
companies. Tucows has a limited operating history as a domain name registrar
upon which its current business and prospects can be evaluated, and its
operating results since January 2000 are not comparable to results for prior
periods. As a company operating in a newly competitive and rapidly evolving
industry, Tucows faces risks and uncertainties relating to its ability to
implement its business plan successfully. Tucows cannot assure you that it will
adequately address these risks and uncertainties or that its business plans will
be successful.

IF TUCOWS CANNOT OBTAIN OR DEVELOP ADDITIONAL APPLICATIONS AND SERVICES THAT
MEET THE EVOLVING BUSINESS NEEDS OF ITS MSPS, THE MARKET FOR ITS SERVICES WILL
NOT GROW AND MAY DECLINE.

    Part of Tucows' strategy is to expand its services by offering its MSP base
additional applications and services that address their evolving business needs.
Tucows cannot be sure that it will be able to license these applications and
services at a commercially viable cost or at all or that it will be able to
cost-effectively develop the applications in-house. If Tucows cannot obtain or
develop these applications on a cost-effective basis and cannot expand the range
of its service offerings, the market for its services will not grow and may
decline, and sales of its services may suffer as MSPs turn to alternate
providers that are able to more fully supply their business needs. Tucows may
not produce sufficient revenues to offset the related costs and will remain
dependent on domain name registrations as a primary source of revenue, and
revenue may fall below anticipated levels.

GOVERNMENTAL AND REGULATORY POLICIES CONCERNING THE DOMAIN NAME REGISTRATION
SYSTEM, AND INDUSTRY REACTIONS TO THOSE POLICIES, MAY CAUSE INSTABILITY IN THE
INDUSTRY AND DISRUPT TUCOWS' DOMAIN NAME REGISTRATION BUSINESS.

    Before 1999, Network Solutions managed the domain name registration system
for the .com, .net and .org domains on an exclusive basis under a cooperative
agreement with the U.S. government. In November 1998, the Department of Commerce
authorized ICANN, the Internet Corporation for Assigned Names and Numbers, to
oversee key aspects of the domain name registration system. ICANN has been
subject to strict scrutiny by the public and by the government. For example,
Congress recently held hearings to evaluate ICANN's selection process for new
top-level domains.

                                       26

    Tucows faces the risks that:

    - the U.S. or any other government may reassess its decision to introduce
      competition into, or ICANN's role in overseeing, the domain name
      registration market; and

    - the Internet community or the Department of Commerce or U.S. Congress may
      refuse to recognize ICANN's authority or support its policies.

If any of these possibilities occurs, it could create instability in the domain
name registration system and disrupt Tucows' domain name registration business,
which would probably result in reduced revenue.

TUCOWS MAY NOT BE ABLE TO MAINTAIN OR IMPROVE ITS COMPETITIVE POSITION, AND MAY
BE FORCED TO REDUCE ITS PRICES, BECAUSE OF STRONG COMPETITION FROM
VERISIGN, INC. AND OTHER COMPETITIVE REGISTRARS.

    Before the introduction of competition into the domain name registration
industry in 1999, Network Solutions was the only entity authorized by the U.S.
government to serve as the registrar for domain names in the .com, .net and .org
domains. This position allowed Network Solutions to develop a substantial
customer base, which gives it advantages in securing customer renewals and in
developing and marketing ancillary products and services. On June 9, 2000,
VeriSign, Inc., a provider of Internet trust services, acquired Network
Solutions. The acquisition of Network Solutions by VeriSign has facilitated
cross-marketing between the two companies and has strengthened VeriSign's
competitive advantage by enabling it to couple registration services with an
expanded range of products and services.

    During the three months ended March 31, 2001, VeriSign registered more than
three times as many new and transferred domain names as the 572,000 registered
by Tucows. As of March 31, 2001, the VeriSign registrar supported approximately
16.1 million of approximately 28.2 million active domain names. This compares to
the approximately 2.6 million domain names that Tucows supported as of
March 31, 2001. Tucows faces significant competition from VeriSign as it seeks
to increase its revenue from domain name registration services.

    Tucows also faces competition from the continued introduction of registrars
into the domain name registration industry. The growth of competitive registrars
who have entered the industry may make it difficult for Tucows to maintain its
current market share. As of June 25, 2001, ICANN had accredited 164 competitive
registrars, including Tucows, to register domain names in the .com, .net and
 .org domains, 88 of which were operational. Some of these registrars may have
longer operating histories, greater name recognition, particularly in
international markets, or greater resources than Tucows.

    In response to increasing competition in the domain name registration
industry, Tucows may be required to reduce the prices it charges for its core
domain name registration business. VeriSign charges users of its shared
registration system $6 for each registration, which most users, including
Tucows, pass on to their customers. Some of Tucows' competitors offer
registration services at a price level minimally above the $6 VeriSign registry
fee and less than the basic $10 fee charged by Tucows for each domain name
registered in the .com, .net and .org registry. During the year 2000, other
competitors, including VeriSign, reduced their pricing for domain name
registrations both for short-term promotions and on a permanent basis. Some of
Tucows' competitors have also offered domain name registrations free as a value
added product, deriving their revenues from other products and services.

                                       27

IF THE GROWTH RATE OF THE MARKET FOR DOMAIN NAMES CONTINUES TO FALL, TUCOWS' NET
REVENUE FROM REGISTRATIONS MAY FALL BELOW ANTICIPATED LEVELS.

    The domain name market is still in its early stages of development, and
Tucows does not expect that this market will continue to experience the same
high level of growth it has experienced in the past.

    The VeriSign registry has witnessed a decline in the number of registrations
in the last three quarters of 2000. In 2000, the registry recorded approximately
5.6 million new registrations during the second quarter, approximately
5.1 million new registrations during the third quarter and approximately
4.3 million new registrations during the fourth quarter, as the market began to
absorb the slow-down in the growth and expansion of the Internet. Although
Tucows' market share increased from approximately 12% to approximately 13%
during this period, its period-to-period total new and transferred registrations
declined with the rest of the market. A continuing decline will restrict the
growth of Tucows' domain name registration business, and its revenues may
decline.

IF TUCOWS' MSPS DO NOT RENEW THEIR DOMAIN NAME REGISTRATIONS THROUGH TUCOWS, ITS
REVENUES MAY DECLINE.

    The growth of Tucows' business depends in part on its MSPs' renewal of their
domain name registrations through Tucows. The first expirations for .com, .net
and .org domain names occurred in January 2001, and Tucows has limited
experience with registration renewals for generic top level and country code
domain names.

    Tucows also anticipates that its renewal rates will be affected by the high
number of registrations that occurred during the initial growth stage of the
domain name industry in 2000 by speculators who register domain names with the
intention of reselling them rather than putting them to use and who may not
renew a significant portion of the names they registered.

    If MSPs decide, for any reason, not to renew their registrations through
Tucows, revenues from domain name registrations will decrease.

IF NEW GENERIC TOP-LEVEL DOMAINS ARE NOT INTRODUCED THIS YEAR OR IF TUCOWS' MSPS
TURN TO OTHER REGISTRARS FOR THEIR REGISTRATION NEEDS IN THESE NEWLY APPROVED
GENERIC TOP-LEVEL DOMAINS WHEN THEY ARE INTRODUCED, TUCOWS' BUSINESS MAY NOT
GROW, AND ITS REVENUE FROM THAT BUSINESS MAY DECLINE.

    In the fourth quarter of 2000, ICANN announced that the introduction of new
generic top-level domains was scheduled for the first or second quarter of 2001.
It now appears that the new generic top-level domains will not be introduced
until the second half of this year. If customers do not respond positively to
the new generic top-level domains, Tucows may not be able to develop its domain
name registration business as planned.

    If Tucows does not become accredited with these new registries, it is likely
that its existing customers will turn to other registrars for their new and
existing registration needs, which may result in decreased revenue for Tucows.

TUCOWS' REVENUE FROM DOMAIN NAME REGISTRATION SERVICES IS LIKELY TO DECLINE IF
THE ADMINISTRATION AND OPERATION OF THE INTERNET NO LONGER RELIES UPON THE
EXISTING DOMAIN NAME SYSTEM OR IF VERISIGN'S SHARED REGISTRATION SYSTEM NO
LONGER FUNCTIONS.

    Future developments in the domain name registration industry may include
changes in the administration or operation of the Internet, including the
creation and institution of alternative systems for directing Internet traffic
without the use of the existing domain name system. Some of Tucows' competitors
have begun registering domain names with extensions that rely on these
alternative systems. These competitors are not subject to ICANN accreditation
requirements and restrictions. The

                                       28

widespread acceptance of any alternate systems could eliminate the need to
register a domain name to establish an on-line presence and reduce Tucows'
revenues from domain name registrations.


    The success of Tucows' business as a competitive registrar depends upon the
continued availability and functionality of the shared registration system,
which is maintained by VeriSign. Because the shared registration system has been
in general use only since 1999, Tucows cannot assure you that the system will be
able to handle the growing traffic caused by the increasing number of registrars
or registrations. Tucows' ability to provide domain name registration services
in the .com, .net and .org domains would be materially harmed, and its revenue
from those services would likely decline, by any failure of the shared
registration system.


TUCOWS RELIES ON ITS NETWORK OF MSPS TO DISTRIBUTE ITS APPLICATIONS AND
SERVICES, AND IF TUCOWS IS UNABLE TO MAINTAIN THESE RELATIONSHIPS OR ESTABLISH
NEW RELATIONSHIPS, ITS REVENUE MAY DECLINE.

    Tucows obtains revenues by distributing applications and services through
its network of MSPs. Tucows also relies on its MSPs to market, promote and sell
its services. Tucows' ability to increase revenues in the future will depend
significantly on its ability to increase the number of MSPs forming its customer
network. MSPs have no obligations to distribute Tucows' applications and
services and may stop doing so at any time. If Tucows is not able to maintain
its relationships with MSPs, its ability to distribute its applications and
services will be harmed, and its revenue may decline.


A SIGNIFICANT PORTION OF TUCOWS' REVENUE IS OBTAINED FROM A LIMITED NUMBER OF
MSPS AND THE LOSS OF ANY MAJOR CUSTOMERS COULD CAUSE TUCOWS' REVENUES TO
DECLINE.


    A limited number of MSPs account for a substantial portion of Tucows'
transaction volume and revenues. In particular, one MSP accounted for
approximately 18% of Tucows' net revenues in the quarter ended March 31, 2001.
If Tucows loses and is unable to replace any major customers, Tucows' revenues
will decline.

TUCOWS IS A MINORITY SHAREHOLDER IN THE AFILIAS CONSORTIUM THAT IS RESPONSIBLE
FOR THE .INFO TOP-LEVEL DOMAIN. THE VENTURE MAY CAUSE TUCOWS TO INCUR ADDITIONAL
CAPITAL AND OPERATING EXPENSES TO ESTABLISH AND DEVELOP THE PRODUCTS AND
SERVICES.

    Afilias Limited, a consortium of 18 ICANN-accredited registrars, including
Tucows, is responsible for the .info domain name. In its early stages, the
Afilias venture may require additional infusions of capital as it competes to
establish itself as the registry of a new top-level domain. A lack of funding
could impact Afilias' ability to launch its service or to promote .info in the
marketplace.

    Afilias is a new venture with a limited operating history. Its success is
not guaranteed. The demand for the new registry is unknown and profits cannot be
predicted. If there is no demand, or if actual demand is lower than anticipated,
for .info or for any of the new generic top-level domains, or if the returns on
Tucows' capital expenditures are lower than expected or take longer to
materialize than expected, Tucows' net revenues may decline.

TUCOWS WILL INCUR COSTS AND MAY NOT REALIZE ANTICIPATED REVENUES FROM THE
CONTRACT OF ITS SUBSIDIARY TO PROVIDE BACK END REGISTRY SERVICES FOR AFILIAS.

    Tucows has made capital expenses to establish Liberty Registry Management
Services, Inc. as the back end service provider for the .info registry. The
demand for the new registry is unknown and profits cannot be predicted. If there
is no demand, or if actual demand for .info is lower than anticipated or if the
returns on Tucows' capital expenditures are lower than expected or take longer
to materialize than expected, Tucows' net revenues may decline.

                                       29

    A delay caused by Liberty in the launch of the registry or a failure by
Liberty to satisfy its contractual obligations to Afilias may also give rise to
a claim for damages by Afilias or cause Liberty to lose its exclusive contract
with Afilias.

    Liberty has entered into an agreement with IBM for IBM to provide services
and technical support, including web hosting, necessary for the operation of the
 .info registry. If IBM defaults in its obligations to Liberty, Liberty will
likely find itself in breach of its obligations to Afilias. Similarly, any
breach by Afilias in its obligations to Liberty may cause a corresponding breach
in Liberty's obligations to IBM. If Liberty does breach either of these
agreements, its co-contracting party may have legal claims and it may be subject
to penalties.

VERISIGN'S MULTILINGUAL DOMAIN NAME REGISTRATION SERVICE HAS ONLY RECENTLY BEGUN
TO ALLOW REGISTRANTS TO USE THE DOMAIN NAMES THEY HAVE APPLIED TO REGISTER. IF
THIS SERVICE DOES NOT BECOME FULLY FUNCTIONAL, TUCOWS WILL NOT BENEFIT FROM THE
ADDITIONAL REVENUE IT ANTICIPATES FROM THIS OPPORTUNITY AND MAY EXPOSE ITSELF TO
LIABILITY FROM PARTIES WHO HAVE FILED APPLICATIONS.

    In November 2000, VeriSign introduced multilingual domain names on a test
basis. This service is designed to allow consumers to register domain names in a
number of scripts including Chinese, Japanese and Korean. The purpose of the
test was to gather operational data concerning the technology created to provide
the multilingual domain name registration service. Although there was no
guarantee that the test would result in operational domain name registrations,
Tucows decided to offer the service to remain competitive with other registrars.
On June 20, 2001, VeriSign announced that the names registered through the test
would become operational. There is no guarantee that these names will ever work.
If multilingual domain names do not become fully functional, Tucows expects that
demand will decrease, names that have been registered will not be renewed, and
Tucows' credibility and revenues may suffer. If some of the domain names do not
become operational, Tucows may be exposed to liability from participants in the
program.

FAILURE BY TUCOWS TO SECURE AGREEMENTS WITH COUNTRY CODE REGISTRIES OR A
SUBSEQUENT FAILURE BY TUCOWS TO COMPLY WITH THE REGULATIONS OF THE COUNTRY CODE
REGISTRIES COULD CAUSE CUSTOMERS TO SEEK A REGISTRAR THAT OFFERS THESE SERVICES.

    The country code registries require registrars to comply with specific
regulations. Many of these regulations vary from country code to country code.
If Tucows fails to comply with the regulations imposed by country code
registries, these registries will likely prohibit Tucows from registering or
continuing to register names in their country codes. Any failure on Tucows' part
to offer domain name registrations in a significant number of country codes, or
in a popular country code would cause Tucows to lose a competitive advantage and
could cause MSPs to elect to take their business to a registrar that offers
these services.

TUCOWS OPERATES ON A GLOBAL BASIS AND CLIENTS AROUND THE WORLD ARE REQUIRED TO
EXECUTE ITS STANDARD FORM AGREEMENTS. TUCOWS' STANDARD REGISTRATION AGREEMENT
MAY NOT BE ENFORCEABLE, WHICH COULD SUBJECT TUCOWS TO LIABILITY.

    All of Tucows' MSPs must execute Tucows' standard registration agreement as
part of the process of registering a domain name. This agreement contains
provisions intended to limit Tucows' potential liability arising from its
registration of domain names on behalf of its MSPs and their customers,
including liability resulting from its failure to register or maintain domain
names. If a court were to find that the registration agreement is unenforceable,
Tucows could be subject to liability.

                                       30

                RISK FACTORS RELATING TO INFONAUTICS AND TUCOWS

INFONAUTICS AND TUCOWS HAVE INCURRED LOSSES AND EXPECT LOSSES TO CONTINUE.

    Infonautics incurred net losses of approximately $14.3 million for the year
ended December 31, 2000 and approximately $1.2 million for the quarter ended
March 31, 2001. Tucows incurred net losses of approximately $35.6 million for
the year ended December 31, 2000, including approximately $20.8 million of
amortization and writedown of intangible assets. Tucows also incurred net losses
of approximately $3.3 million for the quarter ended March 31, 2001.

    The combined company is likely to incur additional losses, and it may never
become profitable. If the combined company should become profitable, it may not
be able to sustain or increase its profitability.

INFONAUTICS AND TUCOWS MAY BE UNABLE TO RESPOND TO THE RAPID TECHNOLOGICAL
CHANGES IN THE INDUSTRY, AND THEIR ATTEMPTS TO RESPOND MAY REQUIRE SIGNIFICANT
CAPITAL EXPENDITURES.

    The Internet and electronic commerce are characterized by rapid
technological change. Sudden changes in user and customer requirements and
preferences, the frequent introduction of new applications and services
embodying new technologies and the emergence of new industry standards and
practices could make obsolete the applications, services and systems offered by
Infonautics and Tucows and the websites offered by Infonautics. The emerging
nature of applications and services in the e-business industry and their rapid
evolution will require that Infonautics, Tucows and the combined company
continually improve the performance, features and reliability of their
applications and services. The success of Infonautics, Tucows and the combined
company will depend, in part, on their ability:

    - to develop and license new applications, services and technologies that
      address the increasingly sophisticated and varied needs of their current
      and prospective customers; and

    - to respond to technological advances and emerging industry standards and
      practices on a cost-effective and timely basis.

    The development of applications and services and other proprietary
technology involves significant technological and business risks and requires
substantial expenditures and lead-time. Infonautics, Tucows and the combined
company may be unable to use new technologies effectively or adapt their
internally developed technology and transaction-processing systems to customer
requirements or emerging industry standards. Updating technology internally and
licensing new technology from third parties may require Infonautics, Tucows and
the combined company to incur significant additional capital expenditures.

CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS OF THIRD PARTIES
BY INFONAUTICS OR TUCOWS COULD RESULT IN SUBSTANTIAL COSTS.

    Third parties may assert claims of infringement of patents or other
intellectual property rights against Infonautics, Tucows or the combined company
concerning past, current or future technologies. Content obtained from third
parties and distributed over the Internet by Tucows, Infonautics or the combined
company may result in liability for defamation, negligence, intellectual
property infringement, product or service liability and dissemination of
computer viruses or other disruptive problems.

    Tucows may also be subject to claims from third parties asserting trademark
infringement, unfair competition and violation of publicity and privacy rights
relating specifically to domain names. These claims may include claims under the
Anticybersquatting Consumer Protection Act, which was enacted to curtail the
registration of a domain name that is identical or similar to another party's
trademark or the name of a living person with the bad faith intent to profit
from use of the domain name.

                                       31


    These claims and any resultant litigation could result in significant costs
of defense, liability for damages and diversion of management's time and
attention. Any claims from third parties may also result in limitations on the
ability of Tucows, Infonautics or the combined company to use the intellectual
property subject to these claims unless it is able to enter into agreements with
the third parties making these claims. If a successful claim of infringement is
brought against Infonautics, Tucows or the combined company and it fails to
develop non-infringing technology or to license the infringed or similar
technology on a timely basis, it may have to limit or discontinue the business
operations which used the infringing technology.



    Infonautics and Tucows rely on technologies licensed from other parties.
These third-party technology licenses may infringe on the proprietary rights of
others and may not continue to be available on commercially reasonable terms, if
at all. The loss of this technology could require Infonautics, Tucows or the
combined company to obtain substitute technology of lower quality or performance
standards or at greater cost, which could make its products and services less
attractive to customers or increase its costs.


IF TUCOWS AND INFONAUTICS FAIL TO PROTECT THEIR PROPRIETARY RIGHTS, THE VALUE OF
THOSE RIGHTS COULD BE DIMINISHED.

    Both Infonautics and Tucows rely upon copyright, trade secret and trademark
law, confidentiality and nondisclosure agreements, invention assignment
agreements and work for hire agreements to protect their proprietary technology.
Infonautics owns seven United States patents and has two pending United States
patent applications. Tucows does not have patents on any of its technologies or
processes. Infonautics and Tucows cannot ensure that their efforts to protect
their proprietary information will be adequate to protect against infringement
and misappropriation by third parties, particularly in foreign countries where
laws or law enforcement practices may not protect proprietary rights as fully as
in the United States.

    Infonautics has licensed, and may in the future license, some of its
trademarks and other proprietary rights to others. Tucows also expects to
license proprietary rights such as trademarks or copyrighted material to
strategic partners in the course of planned national and international
expansion. Third parties may also reproduce or use intellectual property rights
of Infonautics, Tucows or the combined company without seeking a license and
thus benefit from the technology of Infonautics, Tucows or the combined company
without paying for it. Third parties could also independently develop
technology, processes or other intellectual property that are similar to or
superior to those used by Infonautics, Tucows or the combined company. Actions
by licensees, misappropriation of the intellectual property rights or
independent development by others of similar or superior technology might
diminish the value of the proprietary rights of Infonautics, Tucows or the
combined company or damage the reputation of Infonautics, Tucows or the combined
company.


    Once any infringement is detected, disputes concerning the ownership or
rights to use intellectual property could be costly and time-consuming to
litigate, may distract management from operating the business and may result in
Infonautics, Tucows or the combined company losing significant rights and their
ability to operate all or a portion of their business.


INFONAUTICS AND TUCOWS COULD EXPERIENCE SYSTEM FAILURES AND CAPACITY CONSTRAINTS
WHICH WOULD CAUSE INTERRUPTIONS IN THEIR SERVICES AND ULTIMATELY CAUSE THEM TO
LOSE CUSTOMERS.

    The ability of Infonautics and Tucows to maintain their computer hardware
and software and telecommunications equipment in working order and to reasonably
protect them from error and interruption is critical to the success of
Infonautics, Tucows and the combined company. Failures and interruptions of, and
the slowing of response times on, these systems could be caused by:

    - an increase in the traffic on the websites of Infonautics, Tucows or the
      combined company without any necessary increase in system capacity;

                                       32

    - natural disasters, power losses, telecommunications failures, break-ins
      and similar events;

    - computer viruses and electronic break-ins;

    - errors, defects and bugs in software; and

    - failure or inability to upgrade technical infrastructure to handle
      unexpected surges in customer levels and increases in customers' usage of
      bandwidth.


    Tucows' website has experienced slower response times because of increased
traffic, and Infonautics has occasionally suffered failures of the computer
hardware and software and telecommunications systems that it uses to deliver its
sites to customers. Substantial or persistent system failures could result in:


    - loss of customers;

    - loss of or delay in revenue; and

    - failure to attract new customers or achieve market acceptance.

THE SYSTEMS OF INFONAUTICS AND TUCOWS FACE SECURITY RISKS, AND ANY COMPROMISE OF
THE SECURITY OF THESE SYSTEMS COULD RESULT IN LIABILITY FOR DAMAGES AND IN LOST
CUSTOMERS.


    The security systems of Infonautics and Tucows may be vulnerable to
unauthorized access by hackers or others, computer viruses and other disruptive
problems. Someone who is able to circumvent security measures could
misappropriate customer or proprietary information or cause interruptions in
Internet operations. Internet and online service providers have in the past
experienced, and may in the future experience, interruptions in service because
of the accidental or intentional actions of Internet users, current and former
employees or others. Infonautics, Tucows and the combined company may need to
expend significant capital or other resources to protect against the threat of
security breaches or alleviate problems caused by breaches. Unauthorized persons
may be able to circumvent the measures that are implemented in the future.
Eliminating computer viruses and alleviating other security problems may require
interruptions, delays or cessation of service to users accessing Infonautics'
web sites and the web pages that deliver Tucows' content services. Repeated or
substantial interruptions could result in the loss of customers and reduced
revenues.



    Many users of online commerce services are highly concerned about the
security of transmissions over public networks. Concerns over security and the
privacy of users may inhibit the growth of the Internet and other online
services generally, and the web in particular, especially as a means of
conducting commercial transactions. Users might circumvent the measures
Infonautics, Tucows and the combined company take to protect customers' private
and confidential information, such as credit card numbers. Security breaches
could damage the reputation of Infonautics, Tucows or the combined company and
expose them to litigation and possible liability, including claims for
unauthorized purchases with credit card information, impersonation or other
similar fraud claims and for other misuses of personal information, including
for unauthorized marketing purposes. Infonautics, Tucows and the combined
company may also incur significant costs to protect against security breaches or
to alleviate problems caused by these breaches.


                                       33

                         THE INFONAUTICS ANNUAL MEETING

JOINT PROXY STATEMENT/PROSPECTUS

    This joint proxy statement/prospectus is being furnished to Infonautics
shareholders concerning the solicitation of proxies by the board of directors of
Infonautics.

    This joint proxy statement/prospectus is first being furnished to
Infonautics shareholders on or about             , 2001.

DATE, TIME AND PLACE OF THE ANNUAL MEETING


    The Infonautics annual meeting is scheduled to be held at 9:30 a.m. on
August 15, 2001 at the Philadelphia Marriott West, Matsonford Road at Front
Street, 111 Crawford Avenue, West Conshohocken, Pennsylvania.


PURPOSE OF THE ANNUAL MEETING

    At the Infonautics annual meeting or any adjournment or postponement of the
meeting, Infonautics shareholders will be asked:

    - To consider and vote upon a proposal to approve the issuance of shares of
      Infonautics common stock as provided in the merger agreement.

    - To consider and vote upon a proposal to adopt an amendment and restatement
      of Infonautics articles of incorporation.

    - To elect five directors, each for a one-year term and until the election
      and qualification of his successor.

    - To consider and vote upon a proposal to amend Infonautics' 1996 equity
      compensation plan to increase the number of shares of common stock
      reserved for grant under the plan to 10,000,000.

    - To transact any other business as may properly come before the annual
      meeting.

RECORD DATE FOR THE ANNUAL MEETING


    The Infonautics board of directors has fixed the close of business on
July 20, 2001 as the record date for determination of Infonautics shareholders
entitled to notice of and to vote at the Infonautics annual meeting. On the
record date, there were             shares of Infonautics common stock
outstanding, held by approximately       holders of record.


VOTE REQUIRED FOR ADOPTION OF PROPOSALS

    QUORUM

    A majority of the outstanding shares of Infonautics common stock must be
represented, either in person or by proxy, to constitute a quorum for each
proposal presented at the Infonautics annual meeting. Each share of Infonautics
common stock is entitled to one vote on all matters properly submitted to the
Infonautics shareholders. As of April 2, 2001, Infonautics directors and
executive officers and their affiliates owned approximately 8% of the
outstanding shares of Infonautics common stock.

    ELECTION OF DIRECTORS

    Directors are to be elected at the annual meeting by a plurality of the
votes cast by holders of common stock present in person or represented by proxy
at the annual meeting. Votes may be cast in

                                       34

favor of directors or withheld. Votes that are withheld will be excluded
entirely from the vote and will have no effect other than for purposes of
determining the presence of a quorum.

    OTHER PROPOSALS

    The affirmative vote of the holders of a majority of the votes cast by
holders of Infonautics common stock at a meeting at which a quorum is present is
required to approve the amendment and restatement of the articles of
incorporation, the amendment of the 1996 equity compensation plan and the
issuance of Infonautics shares of common stock in the merger.

PROXIES

    All shares of Infonautics common stock represented by properly executed
proxies received before or at the Infonautics annual meeting will, unless the
proxies are revoked, be voted according to the instructions indicated on those
proxies. If no instructions are indicated on a properly executed proxy card, the
shares will be voted FOR

    - approval of the issuance of shares of Infonautics common stock in the
      merger;

    - adoption of the amended and restated articles of incorporation;

    - election of the directors nominated by the Infonautics board of directors;
      and

    - approval of the amendment to Infonautics' 1996 equity compensation plan.

We urge you to mark the box on the proxy card to indicate how to vote your
shares.

    If a properly executed proxy card is returned and the shareholder has
abstained from voting on any proposal, the Infonautics common stock represented
by the proxy will be considered present at the annual meeting for purposes of
determining a quorum, but will not be considered to have been voted in favor of
the proposal on which the shareholder abstained. If your Infonautics shares are
held in an account at a brokerage firm or bank, you must instruct them on how to
vote your shares. If an executed proxy card is returned by a broker or bank
holding shares which indicates that the broker or bank does not have
discretionary authority to vote on a proposal, the shares will be considered
present at the meeting for purposes of determining the presence of a quorum, but
will not be considered to have been voted in favor of the proposal. Infonautics
believes that your broker or bank does not have discretionary authority to vote
shares on which they have not received instructions on the issuance of
Infonautics shares in the merger. Your broker or bank will vote your shares on
that proposal only if you provide instructions on how to vote by following the
information provided to you by your broker.

    Abstentions and broker non-votes by or on behalf of Infonautics shareholders
will have no effect on the outcome of the vote of Infonautics shareholders,
while failures to vote by Infonautics shareholders will affect whether a quorum
is present at the Infonautics annual meeting.

    The Infonautics annual meeting may be adjourned or postponed to permit
further solicitation of proxies. No proxy voted against a proposal that is
submitted to the Infonautics shareholders for a vote will be voted to adjourn or
postpone the annual meeting to permit further solicitation of proxies on that
proposal.

    Infonautics does not expect that any matter other than the issuance of
Infonautics shares in the merger, the amendment and restatement of the
Infonautics articles of incorporation, the election of directors and the
amendment of the Infonautics 1996 equity compensation plan will be brought
before the annual meeting. If other matters are properly presented, the persons
named as proxies will vote using their judgment on those matters.

                                       35

    An Infonautics shareholder may revoke his proxy at any time before it is
voted by:

    - notifying in writing the secretary of Infonautics at 590 North Gulph Road,
      King of Prussia, PA 19406-2800, U.S.A.;

    - granting a subsequently dated proxy; or

    - appearing in person and voting at the annual meeting.

    Attendance at the annual meeting will not in and of itself constitute
revocation of a proxy.

SOLICITATION OF PROXIES

    Infonautics has retained Georgeson Shareholder Communications Inc., at an
estimated cost of $15,000, to assist in the solicitation of proxies. Infonautics
and its proxy solicitor will request banks, brokers and other intermediaries
holding shares of Infonautics common stock beneficially owned by others to send
this joint proxy statement/prospectus to, and obtain proxies from, the
beneficial owners and will reimburse the holders for their reasonable expenses
in so doing. Solicitation of proxies by mail may be supplemented by telephone,
telegram and other electronic means, advertisements and personal solicitation by
the directors, officers or employees of Infonautics. No additional compensation
will be paid to directors, officers or employees for solicitation of proxies.

STOCK CERTIFICATES

    You should not send in any stock certificates with your proxy card.
Infonautics shareholders will not receive any new shares in the merger.

                                       36

                           THE TUCOWS SPECIAL MEETING

JOINT PROXY STATEMENT/PROSPECTUS

    This joint proxy statement/prospectus is being furnished to Tucows
stockholders concerning the solicitation of proxies by the board of directors of
Tucows.

    This joint proxy statement/prospectus is first being furnished to Tucows
stockholders on or about       , 2001.

DATE, TIME AND PLACE OF THE SPECIAL MEETING


    The Tucows special meeting is scheduled to be held 10:00 a. m. on
August 15, 2001 at 96 Mowat Avenue, Toronto, Ontario M6K 3M1, Canada.


PURPOSE OF THE SPECIAL MEETING

    At the Tucows special meeting or any adjournment or postponement of the
meeting, Tucows stockholders will be asked:

    - To consider and vote upon a proposal to approve the merger agreement and
      the merger.

    - To transact any other business as may properly come before the special
      meeting.

RECORD DATE FOR THE SPECIAL MEETING

    The Tucows board of directors has fixed the close of business on June 26,
2001 as the record date for determination of Tucows stockholders entitled to
notice of and to vote at the special meeting. On the record date, there were
3,500,012 shares of Tucows common stock and 32,631,011 shares of Tucows
preferred stock outstanding, held by approximately 54 holders of record.

VOTE REQUIRED

    QUORUM

    A majority of the outstanding shares of Tucows common stock and Tucows
preferred stock, together as a single class, must be represented, either in
person or by proxy, to constitute a quorum at the Tucows special meeting. At the
Tucows special meeting, each share of Tucows common stock and each share of
Tucows preferred stock is entitled to one vote on all matters properly submitted
to the Tucows stockholders. As of June 26, 2001, Tucows directors and executive
officers and their affiliates owned approximately 28% of the outstanding shares
of Tucows common stock and approximately 19% of the outstanding shares of Tucows
preferred stock.

    ADOPTION OF MERGER AGREEMENT

    The affirmative vote of the holders of a majority of the outstanding shares
of Tucows common stock and Tucows preferred stock outstanding as of the record
date, voting together as a single class, is required to adopt the merger
agreement.

PROXIES

    All shares of Tucows common stock and Tucows preferred stock represented by
properly executed proxies received before or at the Tucows special meeting will,
unless the proxies are revoked, be voted according to the instructions indicated
on those proxies. If no instructions are indicated on a properly executed proxy
card, the shares will be voted FOR adoption of the merger agreement. We urge you
to mark the box on the proxy card to indicate how to vote your shares.

                                       37

    If a properly executed proxy card is returned and the stockholder has
abstained from voting on any proposal, the Tucows common stock or Tucows
preferred stock represented by the proxy will be considered present at the
special meeting for purposes of determining a quorum, but will not be considered
to have been voted in favor of the proposal on which the stockholder abstained.

    The Tucows special meeting may be adjourned or postponed to permit further
solicitation of proxies. No proxy voted against the proposal to adopt the merger
agreement will be voted on any proposal to adjourn or postpone the special
meeting that is submitted to the Tucows stockholders for a vote.

    Tucows does not believe that any matter other than adoption of the merger
agreement will be brought before its special meeting. If other matters are
properly presented, the persons named as proxies will vote using their judgment
on those matters.

    A Tucows stockholder may revoke his proxy at any time before it is voted by:

    - notifying in writing the secretary of Tucows at 96 Mowat Avenue, Toronto,
      Ontario, M6K 3M1, Canada;

    - granting a subsequently dated proxy; or

    - appearing in person and voting at the special meeting.

    Attendance at the special meeting will not in and of itself constitute
revocation of a proxy.

SOLICITATION OF PROXIES

    Solicitation of proxies by mail may be supplemented by telephone, telegram
and other electronic means, advertisements and personal solicitation by the
directors, officers or employees of Tucows. No additional compensation will be
paid to directors, officers or employees for solicitation of proxies.

STOCK CERTIFICATES

    You should not send in any stock certificates with your proxy card. A
transmittal letter with instructions for the surrender of Tucows stock
certificates will be mailed to you as soon as practicable after completion of
the merger.

                                       38

                                   THE MERGER

    This section of the joint proxy statement/prospectus describes material
aspects of the proposed merger, including the merger agreement. While the
description covers the material terms of the merger, this summary may not
contain all of the information that is important to you. You should read this
entire joint proxy statement/prospectus and the other documents referred to
carefully for a more complete understanding of the merger.

BACKGROUND OF THE MERGER

    On November 10, 2000, Infonautics, IBS Interactive, Inc. and First Avenue
Ventures, Inc. announced that they had agreed to terminate the reorganization
agreement they had entered into on July 30, 2000. Under that agreement,
Infonautics, IBS Interactive and First Avenue Ventures would have combined their
businesses to form a new holding company, Digital Fusion, Inc., whose business
objective would have been to create, acquire, fund, develop, operate and
integrate a network of Internet focused technology companies.

    In agreeing to terminate the Digital Fusion transaction, the Infonautics
board of directors met on November 7, 2000 and reviewed the transaction as a
whole in light of deteriorating market conditions in general and for so-called
incubators using a similar business model to the proposed model for Digital
Fusion in particular. The Infonautics board of directors then decided, at a
meeting held on November 8, 2000, that, because of those market conditions, the
Digital Fusion transaction no longer provided the benefits for Infonautics
shareholders that Infonautics had anticipated and that it was in the best
interest of Infonautics shareholders to terminate the transaction. At both
meetings the Infonautics board of directors noted its intention to continue to
seek strategic alternatives in an effort to provide value for Infonautics
shareholders.

    During 2000, Tucows pursued various means of obtaining sufficient resources
to fund the operational and capital expenditures that Tucows may require to
pursue growth opportunities it believes to be available to it. During mid and
late 2000, Tucows considered various financing alternatives but found valuations
to be unattractive. Stanley Stern, a member of the Tucows board of directors,
began to analyze possible opportunities for a combination with a public company.
Mr. Stern used as criteria companies that:

    - had an appropriate amount of capital;

    - had operating businesses and assets complementary to Tucows business; and

    - were potentially undervalued.

    On December 5, 2000, Mr. Stern sent Howard Morgan, a member of the
Infonautics board of directors with whom he was previously acquainted, an e-mail
suggesting that Tucows was interested in pursuing a merger with a public company
that had significant amounts of available cash. Mr. Stern's initial
communication with Mr. Morgan focused on a target other than Infonautics.
Mr. Morgan, thinking that Infonautics might be an appropriate candidate for a
merger with Tucows, discussed the suggestion with Van Morris, Infonautics'
president and chief executive officer.

    During December, Mr. Morgan suggested that Mr. Morris contact Mr. Stern, and
Mr. Morris and Mr. Stern spoke on the telephone on several occasions and
discussed in general the possibility of a combination between Infonautics and
Tucows.

    On January 2, 2001, Mr. Morris sent an e-mail to Mr. Stern expressing
continued interest in a possible transaction with Tucows. On January 3, 2001,
Infonautics and Tucows entered into a confidentiality and non-disclosure
agreement.

    During January 2001, Tucows provided Infonautics with a business plan and
other limited information about Tucows and its business.

                                       39

    In the third week in January 2001, Mr. Stern facilitated a phone
conversation between Elliot Noss, president and chief executive officer of
Tucows, and Mr. Morris. During this conversation Mr. Noss and Mr. Morris
reviewed in general the goals of their businesses. Mr. Morris indicated that
Infonautics had recently terminated the Digital Fusion transaction and was
seeking strategic alternatives. They discussed the possibility of a meeting of
their management teams to explore further the potential fit between the two
companies.

    On January 24, 2001, Mr. Morris and Ram Mohan, Infonautics' vice president
and chief technology officer, met in Toronto, Canada, with Mr. Noss, Michael
Cooperman, Tucows' chief financial officer, Graham Morris, Tucows' chief
operating officer, and Mr. Stern and discussed in a preliminary fashion the
possible advantages of a transaction between Tucows and Infonautics and possible
structures for a transaction.

    On January 29, 2001, representatives of Tucows met with representatives of
Infonautics and conducted preliminary due diligence about Infonautics at
Infonautics' offices in King of Prussia, Pennsylvania. During the meetings, the
parties discussed the businesses, products, markets, sales channels and
financial results of the two companies. At the conclusion of the meeting, the
parties determined that more extensive discussions between the management teams
of the two companies should be organized, and that they would exchange relevant
operational data.

    During early and mid-February 2001, Mr. Morris and members of Infonautics
senior management and Mr. Noss and members of Tucows senior management continued
to discuss in general the economic terms of a possible transaction between
Infonautics and Tucows.

    On February 16, 2001, the Infonautics board of directors met by conference
telephone. Mr. Morris discussed a number of strategic alternatives being
considered by management, including a possible transaction between Infonautics
and Tucows. The board of directors and management of Infonautics discussed
appropriate methods for valuing Tucows.

    On February 17, 2001, the Infonautics board of directors met by conference
telephone. Mr. Morris presented a summary of the results of management's
preliminary due diligence investigation and of advantages and risks relating to
Tucows' business. The Infonautics board of directors discussed in detail the
financial information Tucows had provided to Infonautics, ways to structure a
proposed transaction with Tucows and considered what the likely plans would be
for a combined company. The Infonautics board of directors authorized management
to continue negotiations for a transaction with Tucows.

    On February 21 and 22, 2001, representatives of Infonautics met with
representatives of Tucows and conducted further due diligence about Tucows at
Tucows' offices in Toronto, Canada.

    On February 26, 2001, the Tucows board of directors held a special meeting
to discuss the proposed transaction with Infonautics. The board of directors
authorized management to continue its discussions with Infonautics' management
and financial and legal due diligence.

    In late February 2001, Mr. Morris and Mr. Noss continued their discussions
about the structure and economic terms of a possible transaction.

    During early March 2001, representatives of Infonautics and representatives
of Tucows continued their due diligence review. Mr. Noss, Mr. Stern, Mr. Morris
and their management teams and legal and accounting advisors discussed the
structure of the proposed transaction, and representatives of Infonautics and
Tucows began to prepare documentation for the proposed transaction. During
March 2001, Infonautics engaged Janney Montgomery Scott LLC as its financial
advisor concerning Infonautics' pursuit of strategic alternatives.

    Infonautics delivered a proposed draft of a merger agreement to Tucows on
March 10, 2001, and representatives of Infonautics and representatives of Tucows
met in New York, New York on March 12 and 13, 2001 to discuss the draft
agreement. During the afternoon of March 13, 2001, the parties halted
negotiations because of a disagreement over the terms of the proposed
transaction. On the evening of March 13, 2001, Mr. Stern contacted Mr. Morris
and proposed that negotiations be

                                       40

resumed, and on March 14, 2001 Mr. Morris agreed to resume negotiations. During
the weekend of March 17 and March 18, 2001, Mr. Morris and Mr. Noss tentatively
agreed on the principal economic terms of the proposed transaction. During the
period from March 17 to March 27, 2001, the parties continued their due
diligence activities and negotiation of the merger agreement and related
agreements.

    On March 18, 2001, the Infonautics board of directors met by conference
telephone. Mr. Morris presented a summary of negotiations with Tucows and the
status of other potential transactions. Federica O'Brien, Infonautics' chief
financial officer, reported on Tucows' financial condition. Janney Montgomery
Scott presented its preliminary views about the valuation of Tucows, including a
discussion of comparable companies and valuation ranges. Janney Montgomery Scott
provided the Infonautics board with a draft of its final report. The final
report is summarized under "Opinion of Infonautics' Financial Advisor" beginning
on page 43 of this joint proxy statement/prospectus. Janney Montgomery Scott
noted that its review was incomplete and the draft report was intended only to
assist the Infonautics board to evaluate the proposed transaction on a
preliminary basis. After extensive discussion of various due diligence and
structural issues that were being discussed by the parties, the board of
directors authorized management to continue discussions with Tucows in an effort
to finalize a merger agreement.

    On March 19, 2001, the Tucows board of directors met with senior management
and Tucows' legal advisors to discuss the status of the proposed merger. The
management team reviewed for the board of directors the business of Infonautics,
the strategic rationale for the merger, preliminary plans for integration of the
operations and products of the two companies, Infonautics' financial condition
and results of operations and the approximate exchange ratio for the merger.
Skadden, Arps, Slate, Meagher & Flom LLP, outside counsel to Tucows, reviewed
with the Tucows board of directors its legal responsibilities in considering the
merger, the status of the negotiations, the results of legal due diligence, the
principal terms of the transaction and drafts of the merger agreement and
related agreements. After extensive discussion, the Tucows board of directors
preliminarily approved the acquisition, the merger agreement and the related
agreements, but identified specific remaining issues.

    On March 22, 2001, the Tucows board of directors met and unanimously
approved the merger agreement and related agreements.

    On March 25, 2001, the Infonautics board of directors met by conference
telephone. Mr. Morris and Gerard J. Lewis, Jr., Infonautics vice president and
general counsel, made a detailed presentation of the terms of the merger
agreement and related agreements. Mr. Morris discussed the strategic and
financial terms of the proposed merger. Mr. Lewis discussed the board's
fiduciary duties in considering a business combination. Janney Montgomery Scott
presented detailed financial analyses concerning the proposed transaction and
delivered its oral opinion that the merger consideration to be received under
the merger agreement is fair from a financial point of view to Infonautics
shareholders. The analyses presented by Janney Montgomery Scott to the
Infonautics board are summarized under "Opinion of Infonautics' Financial
Advisor" beginning on page 43 of this joint proxy statement/prospectus. The
board of directors discussed in detail the advantages and risks of proceeding
with the Tucows transaction.

    On March 26, 2001, the Infonautics board of directors met by conference
telephone. Mr. Morris summarized the terms of the proposed merger agreement and
the advantages and risks discussed in the previous meeting of the Infonautics
board of directors. Janney Montgomery Scott confirmed in writing the oral
opinion it had delivered at the March 25, 2001 meeting of the Infonautics board
of directors. After further discussion concerning the terms and the benefits and
risks to Infonautics shareholders of the merger, the Infonautics board of
directors voted unanimously to approve the merger agreement and related
agreements and the issuance of shares of Infonautics common stock and options
under the merger agreement and to recommend to Infonautics shareholders that
they vote to approve the issuance of Infonautics common stock in the merger.

                                       41

    On March 27, 2001, representatives of Infonautics and representatives of
Tucows finalized the merger agreement and related agreements, the terms of which
were the same in all significant respects as those reviewed and approved by the
Infonautics board of directors on March 26, 2001. On the evening of March 27,
2001, the parties executed the merger agreement, and the principal stockholders
of each company executed voting agreements.

    Before the opening of business on March 28, 2001, the parties publicly
announced the agreement to merge.

    INFONAUTICS REASONS FOR THE MERGER

    The Infonautics board of directors decided to approve the merger agreement
and to recommend that Infonautics shareholders approve the issuance of
Infonautics common stock in the merger after a careful consideration of a number
of strategic alternatives, including potential business combinations with
companies other than Tucows and the continuation and development of Infonautics'
business as an independent public company. The Infonautics board of directors,
with the assistance of Infonautics' management and its legal and financial
advisors, considered a number of factors, including the following, that the
board of directors believes make the merger with Tucows attractive to
Infonautics shareholders and which could contribute to success of the combined
companies:

    - Tucows' principal business, providing Internet based applications and
      services such as domain name registration and the related services and
      digital content distribution, has experienced significant growth and is
      expected to continue to grow.

    - The business of wholesale registration of domain names has low incremental
      costs.

    - Tucows has acquired a significant share of the domain name registration
      business.

    - The Infonautics board of directors believes that Tucows' domain name
      registration and digital content distribution businesses provide
      significant opportunities to market complementary products and services to
      established customers.

    - The tools Infonautics has developed to handle, manage and manipulate
      content in the development of its Sleuth sites provide synergies with
      Tucows' software and downloadable content distribution business.

    - The merger permits Infonautics shareholders to participate in the growth
      of the business of the combined companies after the merger and to benefit
      from the potential appreciation of Infonautics common stock.

    Infonautics board of directors reviewed a number of factors in evaluating
the merger. Among the factors considered by the board of directors were:

    - Historical and prospective information concerning the business, financial
      condition, operations, technology and competitive position of Infonautics
      and Tucows;

    - The view of Infonautics' management about the businesses, financial
      condition and results of operations of the combined company after the
      merger based on management's due diligence on Tucows;


    - Market conditions and historical market prices of Infonautics' common
      stock;



    - The view of the board of directors that Infonautics' valuation, which
      recently has been lower than the value of its liquid assets, is too low to
      provide shareholders with sufficient value in a cash transaction;


    - Lack of growth and declining revenues in Infonautics' Electric Library
      business and flat advertising revenues in its Sleuth sites, resulting in
      uncertain prospects for Infonautics to expand its business to support a
      larger capitalization public company;

                                       42

    - The belief of the Infonautics board of directors that the terms of the
      merger agreement are reasonable;

    - The financial analyses and opinion of Janney Montgomery Scott dated
      March 26, 2001 to the Infonautics board of directors that, as of that date
      and based on and subject to the matters described in the opinion, the
      merger consideration was fair, from a financial point of view, to
      Infonautics shareholders; and

    - Reports from management and legal and financial advisors about the results
      of their due diligence investigation of Tucows.

    The Infonautics board of directors also considered a number of potentially
negative factors concerning the merger. These potentially negative factors
included:

    - The risk that the potential benefits of the merger might not be realized;

    - The risk that Infonautics would be obligated to pay a significant
      termination fee if Infonautics shareholders do not approve the issuance of
      Infonautics common stock in the merger or if Infonautics is presented with
      and decides to accept a superior proposal;

    - The risk that it may be impossible to continue all of Infonautics' then
      current operations because of the need to manage its use of its cash so
      that its representation that it will have $7.5 million of cash, cash
      equivalents, and marketable securities at the completion of the merger
      will be correct;

    - The risk that events between execution of the merger agreement and
      completion of the merger, such as a significant adverse change in overall
      market conditions, could affect whether the merger will be completed on a
      timely basis or at all;

    - The significant reduction in the percentage interests of Infonautics
      shareholders in the combined company because of the merger; and

    - The risks relating to Tucows' business and how those risks would affect
      the combined company.

    The Infonautics board of directors concluded that on balance the potential
benefits of the merger outweighed the potential risks. This discussion of the
information and factors considered by the Infonautics board of directors is not
meant to be exhaustive. Given the complexity of the issue and the number of
factors considered, the Infonautics board of directors did not attempt to
quantify or assign relative weight to specific factors.

    RECOMMENDATION OF THE INFONAUTICS BOARD OF DIRECTORS

    THE INFONAUTICS BOARD OF DIRECTORS BELIEVES THAT THE MERGER IS FAIR TO
INFONAUTICS SHAREHOLDERS AND IN THEIR BEST INTEREST, AND RECOMMENDS THAT
INFONAUTICS SHAREHOLDERS APPROVE THE ISSUANCE OF SHARES OF INFONAUTICS COMMON
STOCK IN THE MERGER.


    In considering the recommendation of the Infonautics board of directors
about the merger, you should be aware that the directors and executive officers
of Infonautics have interests in the merger that are different from the
interests of Infonautics shareholders. Please see "Interests of Infonautics
Directors and Executive Officers in the Merger" that begins on page 50 of this
joint proxy statement/ prospectus.


    OPINION OF INFONAUTICS' FINANCIAL ADVISOR

    By an engagement letter dated March 17, 2001, Infonautics formally retained
Janney Montgomery Scott LLC to act as its financial advisor concerning a
potential merger with Tucows. Infonautics selected Janney Montgomery Scott as
its financial advisor on the basis of Janney Montgomery Scott's

                                       43

experience and expertise in the technology industry in general and in
transactions similar to the merger. As described above in "Infonautics' Reasons
for the Merger" beginning on page 42 of this joint proxy statement/prospectus,
Janney Montgomery Scott's opinion, dated March 26, 2001, was only one of the
many factors considered by the Infonautics board of directors in making its
determination to approve the merger.

    On March 25, 2001, Janney Montgomery Scott delivered its oral opinion to the
Infonautics board of directors that, as of that date, and based upon and subject
to the matters stated in its opinion, the merger consideration was fair, from a
financial point of view, to Infonautics shareholders. On March 26, 2001, Janney
Montgomery Scott delivered its written opinion to Infonautics board.


    The full text of Janney Montgomery Scott's written opinion dated March 26,
2001, which describes the assumptions made, matters considered and limitation on
review undertaken, is attached to this joint proxy statement/prospectus as annex
5 and is incorporated by reference. Janney Montgomery Scott has no obligation to
update its opinion.


    Janney Montgomery Scott's opinion is directed to the board of directors of
Infonautics and addresses the fairness of the consideration given in the merger
to the holders of Infonautics common stock from a financial point of view.
Janney Montgomery Scott's opinion does not address the underlying decision of
the board of directors to engage in the merger and does not constitute a
recommendation to any shareholder about how the shareholder should vote or about
any other action the shareholder should take concerning the merger. The summary
of the opinion of Janney Montgomery Scott included in this joint proxy
statement/prospectus is qualified in its entirety by reference to the full text
of the opinion.

    In reaching its opinion, Janney Montgomery Scott reviewed:

    - selected historical and projected financial information relating to
      Infonautics and Tucows;

    - selected financial information for other publicly traded companies;

    - the financial terms of selected recent business combinations;

    - the terms of the merger agreement and related documents in draft form; and

    - spreadsheets provided to Janney Montgomery Scott by Infonautics about a
      recent round of financing for bigchalk.com.

    Janney Montgomery Scott also held discussions with the management of
Infonautics and Tucows about both companies' businesses, operating results,
financial conditions and prospects.

    Janney Montgomery Scott assumed and relied upon the accuracy and
completeness of all information supplied, discussed or publicly available.
Janney Montgomery Scott did not assume any responsibility for independently
verifying this information. Janney Montgomery Scott did not undertake any
independent evaluation or appraisal of any of the assets or liabilities of
Infonautics or Tucows and was not furnished with any evaluations or appraisals.
Janney Montgomery Scott did not assume any obligation to conduct any physical
inspection of the properties or facilities of Infonautics or Tucows.

    Janney Montgomery Scott assumed that the financial forecast information
furnished to or discussed with it by Infonautics and Tucows, has been reasonably
prepared and reflects the best currently available estimates and judgments of
Infonautics and Tucows management about the expected future financial
performance of Infonautics and Tucows. Janney Montgomery Scott's opinion
expresses no view about whether these projections can be achieved or the
assumptions on which they were based. Janney Montgomery Scott has relied upon
the assurances of management of Infonautics and Tucows that they are not aware
of any facts or circumstances that would make information provided to Janney
Montgomery Scott inaccurate or misleading. Janney Montgomery Scott's opinion is
necessarily based

                                       44

upon market and economic conditions as they existed on the date of its opinion
and can be evaluated only as of that date.

    In arriving at its opinion as described below, Janney Montgomery Scott
ascribed a general range of values to Infonautics and Tucows, and made its
determination about the fairness, from a financial point of view, of the
consideration received in the merger to the holders of Infonautics common stock
based on documents reviewed and financial and comparative analysis discussed
below. The following descriptions summarize the material financial analyses
performed by Janney Montgomery Scott for the Infonautics board of directors, but
are not a complete description of all the analyses underlying Janney Montgomery
Scott's opinion.

    The presentation of a fairness opinion is a complex analytical process
involving various determinations about the most appropriate and relevant methods
of financial analyses and the application of those methods to the particular
circumstances, and a fairness opinion is not readily susceptible to partial or
summary description.

    No company or business used in Janney Montgomery Scott's analyses as a
comparison is identical to Infonautics or Tucows, nor is an evaluation of the
results of these analyses entirely mathematical. Rather, it involves complex
considerations and judgments concerning financial and operating characteristics
that could affect the merger, public trading or valuation of the companies or
business combinations being analyzed. The estimates contained in Janney
Montgomery Scott's analyses and the ranges of valuations resulting from any
particular analysis are not necessarily indicative of actual values or
predictive of future results or values, which may be significantly more or less
favorable than those suggested by these analyses. Analyses relating to the value
of the business or securities are not appraisals, and do not reflect the prices
at which businesses, companies or securities actually may be sold and are
inherently subject to substantial uncertainty.

    In arriving at its opinion, Janney Montgomery Scott made qualitative
judgments about the significance and relevance of each analysis and factor
considered by it. Janney Montgomery Scott believes that its analyses must be
considered as a whole and that selecting portions of its analyses and factors,
without considering all analyses and factors, could create an incomplete view of
the processes underlying its analyses and its opinion.

    The following is a summary of the material analyses performed by Janney
Montgomery Scott and presented to the Infonautics' board of directors on
March 25, 2001.

    INFONAUTICS ANALYSES

    Infonautics business is comprised of three lines of business. The first line
of business, which Janney Montgomery Scott refers to as the operating entities
of Infonautics, consists of:

    - Electric Library

    - Sleuth businesses; and

    - Encyclopedia.com.

    The second line of business consists of Infonautics' ownership interest in
bigchalk.com. The third line of business consists of Infonautics' ownership
interest in eBay, Inc. Janney Montgomery Scott calculated a range of values for
the operating entities, bigchalk.com and eBay separately, then calculated a
value for the entire business based on the sum of these valuations plus the cash
Janney Montgomery Scott considered to be excess. The cash Janney Montgomery
Scott considered to be excess consisted of:

    - cash;

                                       45

    - cash equivalents; and

    - marketable securities,

less estimated cash required to support Infonautics operations until it realizes
profitability.

    HISTORICAL AND PROJECTED OPERATING RESULTS AND FINANCIAL CONDITION

    In arriving at its opinion, Janney Montgomery Scott reviewed and analyzed
the historical and projected operating results and financial condition of the
operating entities. Janney Montgomery Scott's review included an assessment of
financial condition and an analysis of growth in revenue and profits and of
trends in profitability.

    Janney Montgomery Scott analyzed Infonautics' projections of the operating
entities in support of its fairness opinion. The projections were based on
numerous estimates and assumptions by the management of Infonautics and are
inherently subject to significant uncertainties and contingencies. The
management of Infonautics believes that the projections were prepared, in all
material respects, according to generally accepted accounting principles. The
projections were not reviewed by independent auditors. The projections may not
be achieved, and the inclusion of estimates on which the projections were based
in this joint proxy statement/prospectus should not be regarded as an indication
that Infonautics or any other person considers these estimates to be an accurate
prediction of future events.

    ANALYSES OF SELECTED COMPARABLE PUBLIC COMPANIES

    Janney Montgomery Scott reviewed publicly available information relating to
companies that Janney Montgomery Scott considered comparable to Infonautics'
operating entities. Janney Montgomery Scott examined actual financial results,
financial condition and available stock analysts' revenue and earnings estimates
of these companies for 2000 and 2001. When comparing the companies, Janney
Montgomery Scott considered revenue, profitability, financial condition and
several key operating metrics, including revenue per subscriber. The sources for
the financial projections included the Investext Group's Research Bank and
Institutional Brokers Estimate Service. Janney Montgomery Scott specifically
focused on forward revenue projections and the corresponding growth rates of
these companies.

    Janney Montgomery Scott identified seven comparable companies for the
operating entities. These companies were:

                                    
Ask Jeeves, Inc.                       Factset Research Systems, Inc.
Earthweb, Inc.                         Hoovers, Inc.
Looksmart, Ltd.                        Student Advantage, Inc.
GOTO.com, Inc.



    Based on the comparable companies identified for the operating entities, the
appropriate range of total capitalization divided by 2001 forward projected
revenues was .40x-.65x. When this range was applied to the operating entities'
2001 projected revenues of $10.3 million, assuming Infonautics conserves its
cash, and $13.5 million, assuming Infonautics pursues growth, Janney Montgomery
Scott determined a valuation range of $4.1 to $8.8 million.

    ANALYSES OF SELECTED COMPARABLE BUSINESS COMBINATIONS

    Janney Montgomery Scott reviewed 37 business combinations of companies in
industries related to the operating entities. Janney Montgomery Scott examined
actual purchase price and actual financial results for the most recently
available year or interim period when this information was publicly available
for the target companies in these combinations.

    Janney Montgomery Scott did not consider the range of values determined from
this analysis to be relevant given:

    - recent changes in market conditions;

    - the limited availability of data points;

    - the relatively larger size of the target companies in these combinations;
      and

    - the distinctiveness of Infonautics' products and services.

                                       46

    INFONAUTICS SUMMARY

    Based on its analyses, Janney Montgomery Scott developed a range of
enterprise values of $4.1 million to $8.8 million for the operating entities.
Janney Montgomery Scott separately valued Infonautics' investments in
bigchalk.com and eBay.

    Infonautics owns 4,633,333 shares of bigchalk.com common stock, or
approximately 11% of the aggregate issued and outstanding shares of bigchalk.com
common and preferred stock. In valuing Infonautics' 11% stake in bigchalk.com,
Janney Montgomery Scott considered implied values from bigchalk.com's
March 2001 private placement financing and $150 million in liquidation
preferences attached to other bigchalk.com shares. Since the most recent round
of financing for bigchalk.com had a post money valuation of approximately
$130 million, or $3.03 per share, and there was a $150 million liquidation
preference before the common shares, or $3.50 per share, Janney Montgomery Scott
used the Black Scholes option valuation analysis to value the common shares of
bigchalk.com. The analysis resulted in a range of option values for the common
shares of bigchalk.com of between $0.72 and $0.95 per share. Applying this
valuation to Infonautics' ownership of 4,633,333 shares resulted in a valuation
range of $3.3 to $4.4 million.

    Infonautics owns 43,887 shares of eBay common stock. eBay shares are
publicly traded on the Nasdaq National Market. As of the date of the opinion,
the trailing 30 day average trading volume of eBay stock was approximately
5.25 million shares. Of the 43,887 shares owned by Infonautics, 26,453 are
unrestricted. In valuing these shares, Janney Montgomery Scott considered the
eBay closing stock price on March 23, 2001 and the collar on the shares. The
collar entitles Infonautics to sell its eBay shares for a minimum price of
$50.00 per share and a maximum price of $75.00 per share. Since the last trade
on the day before the opinion presentation was at $37.00, Janney Montgomery
Scott used the lower end of the collar, or $50.00, to measure the value of these
shares. Because no data was available for Janney Montgomery Scott to predict
whether or not the 17,434 restricted shares would be released from escrow,
Janney Montgomery Scott used $0.00 as the lower end of the range in determining
value for the restricted shares. Janney Montgomery Scott used the March 23rd
eBay stock price of $37.00 for the upper end of the value range. Janney
Montgomery Scott's analyses resulted in a total valuation for eBay shares owned
by Infonautics of $1.3 to $1.9 million.

    Janney Montgomery Scott used Infonautics unaudited balance sheet as of
February 2001 to project cash and equivalents on hand at closing. Infonautics
had approximately $11.1 million in cash on hand. Based on Infonautics cash needs
of $2.0 million, assuming Infonautics conserves cash, to $3.5 million, assuming
Infonautics pursues growth, to become cash flow positive, Janney Montgomery
Scott applied an additional $7.5 million to the high end of the valuation range
and $9.0 million to the low end of the valuation range.

    Summing the value of the Infonautics operating entities plus excess cash,
Janney Montgomery Scott assigned a total range of values for Infonautics of
$17.8 million to $22.7 million. Janney Montgomery Scott added proceeds from any
in the money options or warrants at both ends of the valuation range and added
to the share count the number of in the money options or warrants to calculate a
fully diluted value for Infonautics shares. The Janney Montgomery Scott range of
values for Infonautics on a per share basis was $1.41 to $1.80.

    TUCOWS ANALYSES

    Tucows is a global provider of Internet based applications, services and
content to Internet service providers, web hosting companies, telecommunications
companies, and cable companies. Janney Montgomery Scott calculated an enterprise
value for Tucows based on the following analyses.

                                       47

    TUCOWS HISTORICAL AND PROJECTED OPERATING RESULTS AND FINANCIAL CONDITION

    In arriving at its opinion, Janney Montgomery Scott reviewed and analyzed
the historical and projected operating results and financial condition of
Tucows. Janney Montgomery Scott's review included an assessment of Tucows'
financial condition, an analysis of growth in revenue and profits, and a review
of trends in profitability.

    Janney Montgomery Scott analyzed Tucows projections in support of its
fairness opinion. The projections were based on numerous estimates and
assumptions by the management of Tucows, and are inherently subject to
significant uncertainties and contingencies. The management of Tucows believes
that the projections were prepared, in all material respects, according to
generally accepted accounting principles. The projections were not reviewed by
independent auditors. Janney Montgomery Scott used its judgment in analyzing
these projections and made adjustments to Tucows' projections based on its
knowledge of the domain name registration market and its discussions with
Tucows' auditors concerning the recognition of revenue of a Tucows subsidiary.
The net effect of these changes was an increase to management's original revenue
projections. The projections may not be achieved, and the inclusion of estimates
on which the projections were based in this joint proxy statement/prospectus
should not be regarded as an indication that Tucows or any other person
considers these estimates to be an accurate prediction of future events.

    ANALYSES OF SELECTED COMPARABLE COMPANIES FOR TUCOWS

    Janney Montgomery Scott reviewed publicly available information relating to
selected comparable companies in related industries to Tucows. Janney Montgomery
Scott examined actual financial results, the financial condition and financial
projections for the years ending 2001 and 2002 for the companies. When comparing
the companies, Janney Montgomery Scott considered revenue, profitability,
financial condition and several key operating metrics, including revenue per
subscriber. The sources for the financial projections included the Investext
Group's Research Bank and Institutional Brokers Estimate Service. Janney
Montgomery Scott specifically focused on forward revenue projections and the
corresponding growth rates of these companies.

    Janney Montgomery Scott identified 15 comparable companies for Tucows. These
companies were:

DOMAIN REGISTRARS
Register.com

PROVIDERS OF CONTENT & WEB SITES
Akamai Technologies
Critical Path
InfoSpace
VeriSign
Factset

DIGITAL DISTRIBUTION
CNET Networks, Inc.
Internet.com
Stamps.com

ECOMMERCE ENABLERS & INFRASTRUCTURE
Digital River
Network Commerce, Inc.
Openwave
Preview Systems, Inc.

DIGITAL CERTIFICATE/INTERNET SECURITY
Baltimore Technologies
Entrust

                                       48

    Based on the comparable companies identified, Janney Montgomery Scott used a
range of total capitalization divided by 2001 forward projected revenues of
1.5x-2.0x to value Tucows. When this range was applied to the adjusted Tucows'
2001 projected revenues, Janney Montgomery Scott determined a valuation range of
$76.6 to $102.1 million.

    ANALYSES OF SELECTED COMPARABLE COMBINATIONS FOR TUCOWS

    Janney Montgomery Scott screened 93 business combinations of companies with
business descriptions similar to Tucows. For these transactions, Janney
Montgomery Scott examined actual purchase price, actual financial results for
the most recently available year or interim period, and the financial condition,
financial projections, historic growth rates and margins when this information
was publicly available for the target companies in these combinations. Of these
combinations, Janney Montgomery Scott selected the seven target companies most
comparable to Tucows.

    The comparable combinations selected were:



ACQUIROR                               TARGET
- --------                               ------
                                    
Network Commerce, Inc.                 Internet Domain Registrar, Inc.
VeriSign, Inc.                         GreatDomains.com
CNET Networks                          Ziff-Davis
Register.com                           Afternic.com
Internet.com                           ClickZ
Infospace, Inc.                        Go2Net
Verisign, Inc.                         Network Solutions, Inc.


    When available, Janney Montgomery Scott examined the purchase price as a
multiple of revenue, earnings before interest, taxes, depreciation and
amortization, earnings before interest and taxes and net income. Janney
Montgomery Scott was not able to apply earnings before interest, taxes,
depreciation and amortization, earnings before interest and taxes, or net income
multiples since Tucows was not profitable on a historical basis. The appropriate
revenue multiple range was 3.0x-5.0x. These multiples were applied to the Tucows
December 2000 through January 2001 annualized revenue to yield an enterprise
valuation range of $75.5 million to $125.9 million.

    TUCOWS SUMMARY

    Based on its analyses, Janney Montgomery Scott developed a range of
enterprise values of $76.6 million to $102.1 million. Janney Montgomery Scott
added proceeds from any in the money options or warrants at both ends of the
valuation range and added to the share count the number of in the money options
or warrants to calculate a fully diluted value for Tucows shares. The Janney
Montgomery Scott range of values for Tucows on a per share basis was $1.47 to
$1.93.

    SUMMARY

    Under the merger agreement, Tucows stockholders are to receive approximately
four times the outstanding shares outstanding of Infonautics. Based on this
ratio, Infonautics shareholders will own approximately 20% of the outstanding
shares of Infonautics after completion of the merger.

    Based on its analyses, Janney Montgomery Scott was of the opinion, as of the
date of its opinion that the consideration received in the merger is fair, from
a financial point of view, to Infonautics shareholders.


    Janney Montgomery Scott, Inc. is a nationally recognized investment banking
firm and, as part of its investment banking activities, is regularly engaged in
the valuation of businesses and securities


                                       49


relating to business combinations, negotiated underwriting, secondary
distributions of securities, private placements and valuations for corporate and
other purposes.



    In the ordinary course of business Janney Montgomery Scott makes a market in
the common stock of Infonautics and may trade the common stock of Infonautics
for its own account and the accounts of its customers. Janney Montgomery Scott
may hold a long or short position in the common stock of Infonautics.


    Under the terms of Janney Montgomery Scott's engagement, Infonautics paid
Janney Montgomery Scott a fee of $125,000 for its financial advisory services
relating to the merger. Upon completion of the merger, Infonautics will pay
Janney Montgomery Scott an additional $50,000 for its financial advisory
services related to the merger. Infonautics has also agreed to reimburse Janney
Montgomery Scott for its out-of-pocket expenses, and to indemnify Janney
Montgomery Scott against liabilities referred to in the engagement letter or to
contribute to payments Janney Montgomery Scott may be required to make relating
to those liabilities.

    INTERESTS OF INFONAUTICS DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

    In considering the recommendation of the board of directors of Infonautics
to vote to approve the merger agreement and to recommend to Infonautics
shareholders that they approve issuance of shares of common stock in the merger,
Infonautics shareholders should be aware that members of the Infonautics board
of directors and members of Infonautics' management team have agreements or
arrangements that provide them with interests in the merger that differ from
those of Infonautics shareholders.

    Directors and officers of Infonautics have the following interests that
differ from the interests of shareholders of Infonautics:


    - David Van Riper Morris, a director of Infonautics and its president and
      chief executive officer, holds 193,040 restricted shares of Infonautics
      common stock that will vest on completion of the merger, with a market
      value of $158,293 based on the closing price for Infonautics common stock
      on the OTC Bulletin Board on July 17, 2001. Mr. Morris also holds options
      to purchase 100,000 shares of Infonautics common stock with exercise
      prices that are higher than the market price of the stock. Mr. Morris also
      has the right to receive up to $250,000 in severance pay when he leaves
      the employ of Infonautics, of which $83,000 is payable only if he remains
      with Infonautics until completion of the merger.



    - Federica F. O'Brien, Infonautics' vice president, chief financial officer
      and treasurer, holds 18,900 restricted shares of Infonautics common stock
      that will vest on completion of the merger, with a market value of $15,498
      based on the closing price for Infonautics common stock on the OTC
      Bulletin Board on July 17, 2001. Ms. O'Brien also has the right to receive
      up to $200,000 in severance pay when she leaves the employ of Infonautics,
      of which $67,000 is payable only if she remains with Infonautics until
      completion of the merger.



    - Gerard J. Lewis, Jr., Infonautics' vice president, general counsel and
      secretary, holds 10,000 restricted shares of Infonautics common stock that
      will vest on completion of the merger, with a market value of $8,200 based
      on the closing price for Infonautics common stock on the OTC Bulletin
      Board on July 17, 2001. Mr. Lewis also holds options to purchase 90,000
      shares of Infonautics common stock with exercise prices that are higher
      than the market price of the stock. Mr. Lewis also has the right to
      receive up to $200,000 in severance pay when he leaves the employ of
      Infonautics, of which $67,000 is payable only if he remains with
      Infonautics until completion of the merger.



    - Cedarampattu S. Mohan, Infonautics' vice president and chief technical
      officer, holds 49,300 restricted shares of Infonautics common stock that
      will vest on completion of the merger, with a


                                       50


      market value of $40,426 based on the closing price for Infonautics common
      stock on the OTC Bulletin Board on July 17, 2001. Mr. Mohan also has the
      right to receive up to $200,000 in severance pay when he leaves the employ
      of Infonautics, of which $67,000 is payable only if he remains with
      Infonautics until completion of the merger.



    - David Van Riper Morris and Lloyd Morrisett will continue as directors of
      the combined company after the merger.


    - Under the merger agreement, all Infonautics directors have the right to
      continuation of their existing indemnification arrangements.

    The Infonautics board of directors was aware of these agreements and
arrangements during its deliberations of the merits of the merger and in
determining to recommend to the shareholders of Infonautics that they vote for
the proposal to approve the issuance shares of Infonautics common stock in the
merger.

    TUCOWS' REASONS FOR THE MERGER

    The board of directors of Tucows believes that the merger of Tucows and
Infonautics will result in a combined company with unified values, complementary
assets and operational efficiency. The Tucows board of directors believes that
the combined company will be able to use Infonautics' liquid capital assets in
an effort to build a business that can become a leading on-line provider of
digital applications and services.

    The Tucows board of directors noted that the combined company will have
approximately:

    - 4,000,000 page views per day;

    - 1.5 million subscriptions to different e-mail lists;

    - 80,000 subscribers to content archive; and

    - 30,000 reviews of software and digital offerings.

The combined company will also offer an extensive collection of news and
information feeds that are updated daily and may be customized by customers and
integrated into their websites on a subscription basis. The Tucows board of
directors believes that the combination of the companies will result in
increased opportunities in the content business because integrating the
complementary products and services of the two companies may open up new
markets, such as the enterprise portal market.

    Each company has other strengths from which the combined company will be
able to benefit, including:

    - Tucows' network of global resellers;

    - Infonautics' e-mail management and subscription content services
      capabilities; and

    - the fact that both companies' subscription Internet services are relevant
      to each company's audience, which should provide a new opportunity for
      cross selling.

    Because the products of the two companies are complementary, but are not
over-lapping, there should be limited customer confusion and additional
opportunity to increase loyalty to the Tucows brand name, which the Tucows board
of directors believes to be known and trusted for providing technology content.

    The Tucows board of directors also believes that the combined company should
be able to create operational efficiencies in areas such as content creation,
advertising delivery, content delivery and data center management, advertising
sales and executive and administrative management.

                                       51

    In reaching the conclusion that the merger of Tucows and Infonautics is in
the best interest of Tucows and its stockholders, the board of directors of
Tucows consulted with senior members of Tucows management team about the
advantages of the merger, operational aspects of the transaction and the result
of management's due diligence review. The Tucows board also consulted with
Tucows general counsel and with representatives of Skadden, Arps, Slate,
Meagher & Flom LLP, outside counsel to Tucows, about the duties of the members
of the board of directors, legal due diligence matters and the terms of the
merger agreement and related agreements. In considering its recommendation to
Tucows stockholders, the board of directors of Tucows considered the following
principal factors:

    - historical information concerning the business, financial performance and
      condition, market opportunity and position, technology and management of
      the two companies;

    - Tucows' management's views of the benefits of the merger and of the impact
      of the merger on the combined business and operations of the two
      companies;

    - estimates of future financial results of the two companies illustrating
      the potential financial results of the combined company;

    - current and historical information concerning the trading prices and
      volatility of Infonautics' shares;

    - current and historical information concerning the non-public valuation of
      Tucows' shares;

    - the belief that the terms of the merger agreement and the related voting
      agreements are reasonable; and

    - reports from Tucows' management and financial and legal advisors about the
      results of their due diligence investigation of Infonautics.

    Potential risks or other negative factors identified by the Tucows board of
directors include:

    - the risk that the potential benefits of the merger may not be realized;

    - the risk that the listing of the combined company on the Nasdaq SmallCap
      market may be discontinued;

    - the challenges of integrating the management teams, strategies, cultures
      and organizations of the two companies;

    - the challenges of adding another substantial geographic center in King of
      Prussia, Pennsylvania, to Tucows' established centers in Toronto, Canada,
      and Flint, Michigan;

    - the risk of loss of key talent;

    - the potential tax treatment of the transaction and the possibility that at
      closing some losses would not be available to the combined entity due to
      an absence of built-in gains;

    - the significant additional burden for Tucows of operating as a public
      company, including reporting requirements and significantly greater public
      disclosure of operational plans and strategies and financial results;

    - the risk of contingent liabilities with the businesses of Infonautics;

    - the risk that the merger might not be completed despite the parties'
      efforts, even if approved by stockholders; and

    - other applicable risks described in this joint prospectus/proxy statement
      in "Risk Factors."

    The Tucows board of directors concluded that on balance the potential
benefits of the merger outweighed the potential risks. This discussion of the
information and factors considered by the Tucows

                                       52

board of directors is not meant to be exhaustive. Given the complexity of the
issue and the number of factors considered, the Tucows board of directors did
not attempt to quantify or assign relative weight to specific factors.

    RECOMMENDATION OF THE TUCOWS BOARD OF DIRECTORS

    THE TUCOWS BOARD RECOMMENDS THAT THE TUCOWS STOCKHOLDERS APPROVE THE MERGER
AGREEMENT.

    INTERESTS OF TUCOWS DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

    In considering the recommendation of Tucows' board of directors to vote for
the proposal to adopt the merger agreement, Tucows stockholders should be aware
that members of Tucows' board of directors and management team have arrangements
providing them with interests in the merger that differ from those of Tucows
stockholders.

    Directors and officers of Tucows have the following interests that differ
from the interests of stockholders of Tucows:

    - Elliot Noss, a director of Tucows and its president and chief executive
      officer, will continue in those roles in the combined company after the
      merger. He has an employment agreement with Tucows that will continue
      after the merger. It provides for a salary of Cdn$150,000 per year.

    - Scott Swedorski, Tucows' founder and editor-in-chief, will continue in
      those roles in the combined company after the merger. He has an employment
      agreement with Tucows that will continue after the merger. It provides for
      a salary of US$100,000 per year.

    - Michael Cooperman, Tucows' chief financial officer, will continue in that
      role in the combined company after the merger. He has an employment
      agreement with Tucows that will continue after the merger. It provides for
      a salary of Cdn$150,000 per year.

    - Graham Morris, Tucows' chief operating officer will serve as chief
      operating officer of the combined company after the merger. He has an
      employment agreement with Tucows that will continue after the merger. It
      provides for a salary of Cdn$150,000 per year.

    - Supriyo Sen, Tucows' chief technology officer, will continue in that role
      in the combined company after the merger. He has an employment agreement
      with Tucows that will continue after the merger. It provides for a salary
      of US$125,000 per year.


    - Dennis Bennie, Erez Gissen, Stanley Stern and Robert F. Young, who are
      directors of Tucows, will serve as directors of the combined company after
      the merger.


    Under the Tucows employment agreements, the salary of the executive is
subject to periodic increases by the board of directors at its discretion, and
the executive is eligible for an annual bonus and other benefits.

    The Tucows board of directors was aware of these arrangements during its
deliberations of the merits of the merger, and in determining to recommend to
the Tucows stockholders that they vote for the proposal to adopt the merger
agreement.

    COMPLETION AND EFFECTIVENESS OF THE MERGER

    The merger will be completed when all of the conditions to completion are
satisfied or waived, including:

    - the approval by Infonautics shareholders of the increase in the number of
      authorized shares of Infonautics common stock included in the proposed
      amended and restated articles of incorporation of Infonautics;

                                       53

    - the issuance of shares of Infonautics common stock in the merger; and

    - the adoption by Tucows stockholders of the merger agreement.

    The merger will become effective upon the filing of a certificate of merger
with the secretary of state of Delaware.

    We are working toward completing the merger as quickly as possible. We
expect to complete the merger during the third quarter of 2001.

STRUCTURE OF THE MERGER AND CONVERSION OF TUCOWS COMMON STOCK

    STRUCTURE

    At the time the merger is completed, a newly formed wholly owned subsidiary
of Infonautics will be merged into Tucows, and Tucows will be the surviving
corporation and a wholly owned subsidiary of Infonautics. After the merger the
name Infonautics will be changed to Tucows Inc.

    CONVERSION OF TUCOWS CAPITAL STOCK

    In the merger, Infonautics will issue approximately 60,054,100 shares of
Infonautics common stock and options to purchase Infonautics common stock in
exchange for all outstanding shares of Tucows capital stock and options.

    The total merger consideration to be issued to Tucows stockholders will be
equal to four times the sum of:

    - 12,574,406, which is the number of issued and outstanding shares of
      Infonautics common stock on March 27, 2001, the date of the merger
      agreement, plus

    - any restricted shares of Infonautics common stock issued or to be issued
      to employees of Infonautics in exchange for cancellation of previously
      granted stock options,

less 80,000.

    The exchange ratio that determines the number of shares of Infonautics
common stock to be issued in exchange for each share of Tucows common stock or
Tucows preferred stock is:

    - the total merger consideration, divided by

    - the number of shares of Tucows common stock and preferred stock
      outstanding immediately before the effective time of the merger, excluding
      any shares issuable on exercise or conversion of any Tucows employee stock
      option, estimated to be approximately 36,131,000.

    For example, assume that 371,100 shares of restricted stock will be issued
to Infonautics shareholders in exchange for previously granted options and no
additional shares of Tucows capital stock are issued before the effective time
of the merger. On that basis, the total number of shares of Infonautics common
stock to be issued to Tucows stockholders will be 51,462,024, and each issued
and outstanding share of Tucows common stock or Tucows preferred stock will be
converted into 1.4243 shares of Infonautics common stock.

    The number of shares of Infonautics common stock issuable in the merger will
be proportionately adjusted if there is any stock split of, or stock dividend
on, the Infonautics common stock or Tucows capital stock, or any similar event
occurs, between the date of the merger agreement and the date of completion of
the merger.

    Infonautics shareholders will not receive any additional shares in the
merger.

    After the merger former Tucows stockholders will own approximately 80% of
Infonautics.

                                       54

EXCHANGE OF TUCOWS STOCK CERTIFICATES FOR INFONAUTICS STOCK CERTIFICATES

    If you are a Tucows stockholder, when the merger is completed, the exchange
agent will mail to you a letter of transmittal and instructions for use in
surrendering your Tucows stock certificates in exchange for Infonautics stock
certificates. When you deliver to the exchange agent your stock certificates, a
properly executed letter of transmittal and any other required documents, your
Tucows stock certificates will be canceled, and you will receive a stock
certificate representing the number of full shares of Infonautics common stock
to which you are entitled under the merger agreement.

    You should not submit your Tucows stock certificates for exchange until you
receive the transmittal instructions and a form of letter of transmittal from
the exchange agent.

    Tucows stockholders are not entitled to receive any dividends or other
distributions on Infonautics common stock until the merger is completed and they
have surrendered their Tucows stock certificates in exchange for Infonautics
stock certificates.

    If there is any dividend or other distribution on Infonautics stock with a
record date after the merger is completed and a payment date before you
surrender your Tucows stock certificates in exchange for Infonautics stock
certificates, you will receive the dividend or distribution on the whole shares
of Infonautics stock issued to you promptly after they are issued. If there is
any dividend or other distribution on Infonautics stock with a record date after
the merger is completed and a payment date after you surrender your Tucows stock
certificates in exchange for Infonautics stock certificates, you will receive
the dividend or distribution for the whole shares of Infonautics stock issued to
you promptly after the payment date.

    Infonautics will only issue a stock certificate or a check instead of a
fractional share in a name other than the name in which a surrendered Tucows
stock certificate is registered if you present the exchange agent with all
documents required to complete the unrecorded transfer of ownership and show
that you paid any applicable stock transfer taxes.

TREATMENT OF TUCOWS STOCK OPTIONS AND OTHER STOCK RIGHTS

    When the merger is completed, each outstanding stock option granted under
the Tucows Inc. amended and restated 1999 stock option plan will be converted
into an option to purchase the number of shares of Infonautics common stock into
which the Tucows option would have been converted if it had been exercised
immediately before the effective time of the merger. The exercise price per
share for each Tucows stock option after the merger will be the exercise price
of the Tucows stock option divided by the exchange ratio for exchanging Tucows
capital stock for Infonautics common stock in the merger. The other terms of
each Tucows option to purchase common stock will continue to apply. It is
estimated that approximately 5,836,700 Tucows stock options will be converted to
options to purchase Infonautics common stock.

    It is a condition to Infonautics' obligation to complete the merger that all
options to purchase Tucows preferred stock be amended or canceled so that at or
after the effective time of the merger any exercise of these options will not
require the issuance of any additional shares of Infonautics common stock or
cause an increase in the total merger consideration to be issued to Tucows
stockholders. It is anticipated that options to purchase Tucows preferred stock
will be cancelled before completion of the merger.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    The following discussion summarizes the material anticipated U.S. federal
income tax consequences of the merger to U.S. holders of shares of Tucows common
stock. This discussion assumes that all Tucows preferred stock is converted into
Tucows common stock before the merger. This discussion assumes that Tucows
stockholders hold their shares as capital assets and does not

                                       55

address all of the U.S. federal income tax consequences that may be relevant to
particular stockholders in light of their individual circumstances or to
stockholders that are subject to special rules, such as:

    - financial institutions,

    - mutual funds,

    - tax-exempt organizations,

    - insurance companies,

    - dealers in securities or foreign currencies,

    - persons, including traders in securities, using a mark-to-market method of
      accounting,

    - stockholders who hold their shares as a hedge against currency risk or as
      part of a straddle, constructive sale or conversion transaction,

    - stockholders who exercise appraisal rights,

    - an investor in a pass-through entity, or

    - stockholders who acquired their shares upon the exercise of employee stock
      options or as compensation.

As used in this section, U.S. holder means a holder of Tucows common stock that
is, for U.S. federal income tax purposes:


    - a citizen or resident of the U.S. for U.S. federal income tax purposes,


    - a corporation, partnership or other entity, other than a trust, created or
      organized in or under the laws of the U.S. or any political subdivision in
      the U.S.,

    - an estate whose income is subject to U.S. federal income tax regardless of
      its source, or

    - a trust if, in general, a court within the U.S. is able to exercise
      primary supervision over its administration and one or more U.S. persons
      have authority to control all of its substantial decisions.

    The following discussion is based upon the Internal Revenue Code, laws,
regulations, rulings and decisions in effect as of the date of this joint proxy
statement/prospectus, all of which are subject to change, possibly with
retroactive effect. Tax consequences under state, local and foreign laws are not
addressed in this discussion. No ruling has been or will be sought from the
Internal Revenue Service concerning the U.S. federal income tax consequences of
the merger and the following discussion is not binding on the Internal Revenue
Service. YOU ARE STRONGLY URGED TO CONSULT YOUR TAX ADVISOR CONCERNING THE
SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER, INCLUDING THE APPLICATION OF
FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS BASED ON YOUR
PARTICULAR FACTS AND CIRCUMSTANCES.


    Tucows has received an opinion from its tax counsel, Skadden, Arps, Slate,
Meagher & Flom LLP, subject to the qualifications discussed below, that the
merger will qualify as a reorganization within the meaning of section 368(a) of
the Internal Revenue Code. It is a condition to Tucows' obligation to complete
the merger that the opinion of its tax counsel be confirmed immediately before
the merger.


    If the merger were to fail to qualify as a reorganization, each U.S. holder
of Tucows common stock would be taxable on the full amount of the cash and the
fair market value of Infonautics common stock received in the merger offset by
the amount of the stockholder's basis, if any, in the Tucows common stock.

                                       56

    Assuming that the merger will qualify as a reorganization, the U.S. federal
income tax consequences can be summarized as follows:


    - No gain or loss will be recognized by Tucows, Infonautics or TAC Merger
      Sub Corporation because of the merger;


    - No gain or loss will be recognized by the U.S. holders of Tucows common
      stock who exchange their shares of Tucows common stock for Infonautics
      common stock in the merger, except for cash received instead of fractional
      shares of Infonautics common stock;

    - The aggregate tax basis of the Infonautics common stock received by
      holders of Tucows common stock who exchange all of their shares in the
      merger will be the same as the aggregate tax basis of the Tucows common
      stock surrendered in exchange for the Infonautics common stock, reduced by
      any amount of tax basis allocable to a fractional share interest in
      Infonautics common stock for which cash is received;

    - The holding period of a share of Infonautics common stock received in the
      merger will include the holder's holding period for the Tucows common
      stock surrendered for the Infonautics common stock.


    The tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP is based on
facts, representations and assumptions described or referred to in the opinion
which are consistent with the state of facts existing as of the date of the
opinion. In giving its tax opinion, Skadden, Arps, Slate, Meagher & Flom LLP has
relied upon representations and covenants, including those contained in
certificates of officers of Infonautics and Tucows. The representations and
covenants must be reaffirmed before completion of the merger. If any of the
representations or covenants were incorrect or untrue, the opinion of Skadden,
Arps may no longer be correct, and no reliance could be placed on it. The tax
opinion is not binding on the Internal Revenue Service or the courts, and the
parties do not intend to request a ruling from the Internal Revenue Service
concerning the merger. There can be no assurance that the Internal Revenue
Service will not challenge the conclusion about the tax consequences of the
merger or that a court will not sustain any challenge.



    U.S. holders of Tucows common stock that receive cash instead of fractional
shares of Infonautics stock in the merger will be treated as having received the
fractional shares in the merger and then as having sold the fractional shares
for cash. The amount of any capital gain or loss attributable to the sale will
be equal to the difference between the cash received instead of the fractional
shares and the ratable portion of the stockholder's tax basis of the Tucows
common stock surrendered in the merger that is allocated to the fractional
shares. Any capital gain or loss attributable to the sale will be long-term
capital gain or loss if the stockholder's holding period for its Tucows common
stock exceeded 12 months upon completion of the merger.



    THE PRECEDING DISCUSSION IS GENERAL IN NATURE AND DOES NOT CONSIDER ANY
PARTICULAR STOCKHOLDER'S INDIVIDUAL FACTS AND CIRCUMSTANCES. THE TAX
CONSEQUENCES OF THE MERGER TO ANY PARTICULAR STOCKHOLDER WILL DEPEND ON THE
STOCKHOLDER'S PARTICULAR FACTS AND CIRCUMSTANCES. YOU ARE STRONGLY URGED TO
CONSULT YOUR TAX ADVISOR CONCERNING THE TAX CONSEQUENCES TO YOU OF THE MERGER.


                                       57


MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS


    The following is a summary of the principal Canadian federal income tax
considerations generally applicable to a holder of Tucows common stock or
options to purchase Tucows common stock who, for purposes of the Income Tax Act
(Canada) and at all relevant times:

    - is resident in Canada,

    - holds the Tucows common stock or options as capital property,

    - deals at arm's length with and is not affiliated with Tucows or
      Infonautics and

    - acquires shares or options of Infonautics in the merger.

    This summary assumes that all Tucows preferred stock is converted into
Tucows common stock before the merger.

    This summary does not address considerations applicable to holders of
employee stock options, who should consult their own tax advisors about the tax
consequences of the merger. Financial institutions are generally considered not
to hold shares or options as capital property under the mark-to-market rules in
the Income Tax Act (Canada). Shares or options held by other persons will
generally be considered to be held as capital property unless they are held as
part of a business of buying and selling securities or have been acquired in a
transaction considered to be an adventure in the nature of trade.

    This summary is based on the current provisions of the Income Tax Act
(Canada) and the regulations under the act, the administrative and assessing
policies and practices published by the Canada Customs and Revenue Agency before
the date of this joint proxy statement/prospectus and all specific proposals to
amend the Income Tax Act (Canada) and regulations under the act publicly
announced by or on behalf of the Canadian Minister of Finance before the date of
this joint proxy statement/prospectus. These tax proposals may not be enacted in
the form proposed or at all. This summary assumes that the merger will be
completed under the terms of the merger agreement.

    THIS SUMMARY DOES NOT TAKE INTO ACCOUNT OR ANTICIPATE ANY CHANGES IN LAW OR
ADMINISTRATIVE POLICY OR PRACTICE, OTHER THAN THE SPECIFIC PROPOSALS TO AMEND
THE INCOME TAX ACT (CANADA) AND RELATED REGULATIONS PUBLICLY ANNOUNCED BY OR ON
BEHALF OF THE CANADIAN MINISTER OF FINANCE BEFORE THE DATE OF THIS JOINT PROXY
STATEMENT/PROSPECTUS, NOR DOES IT TAKE INTO ACCOUNT ANY PROVINCIAL OR
TERRITORIAL TAXES OR ANY TAXES OF COUNTRIES OTHER THAN CANADA. THIS SUMMARY IS
OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR SHOULD IT BE INTERPRETED
TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER OF TUCOWS COMMON STOCK OR
OPTIONS. YOU SHOULD CONSULT YOUR TAX ADVISOR ABOUT THE PARTICULAR CONSEQUENCES
TO YOU OF THE MERGER.


    For purposes of the Income Tax Act (Canada), all amounts denominated in U.S.
dollars must be converted into Canadian dollars based on the U.S. dollar
exchange rate generally prevailing at the time the amounts arise.


    THE MERGER

    Unless a holder otherwise elects in his return of income for the taxation
year in which the merger takes place, a holder of Tucows common stock or options
to purchase Tucows common stock will not realize any capital gain or loss
because he will be considered, at the effective time of the merger, to:

    - have disposed of those shares or options for proceeds equal to the
      adjusted cost base to the holder of those shares or options immediately
      before the merger; and

    - have acquired the Infonautics common stock or options to purchase
      Infonautics common stock at a cost equal to those proceeds.

                                       58

    A holder of Tucows common stock who receives a cash payment instead of a
fractional share will have the option of:

    - recognizing the capital gain or loss arising on the partial disposition in
      the merger, or

    - reducing the cost of the Infonautics common stock received in the merger
      by the cash payment.

    A holder who elects not to have the treatment described above apply will be
considered to have disposed of the Tucows common stock or options to purchase
Tucows common stock for proceeds of disposition equal to the fair market value
of the Infonautics common stock or options to purchase Infonautics common stock
received by the holder. Infonautics common stock or options to purchase
Infonautics common stock so acquired will be considered to be acquired at a cost
equal to those proceeds of disposition. The holder will generally realize a
capital gain or capital loss in the amount that the proceeds of disposition
exceed or are less than the holder's adjusted cost base of the shares or options
immediately before the merger.

    A holder of Tucows common stock who dissents from the merger will generally
realize a capital gain or capital loss in the amount that the cash proceeds
received exceed or are less than the holder's adjusted cost base of the Tucows
common stock immediately before the merger.


    One-half of any capital gain realized will be included in computing a
holder's income as a taxable capital gain. One-half of any capital loss realized
may be deducted by a holder against taxable capital gains realized by the holder
in the year of the merger or against net taxable capital gains for the three
preceding or any subsequent years, under the rules contained in the Income Tax
Act (Canada). When an individual other than specified trusts realizes a capital
gain, alternative minimum tax may arise, depending on the individual's
particular circumstances. A Canadian-controlled private corporation may be
liable to pay an additional refundable tax of 6 2/3% on taxable capital gains.
The amount of any capital loss realized by a corporation on a disposition of a
share may be reduced by the amount of dividends received or treated as having
been received on the share. Similar rules may apply where a corporation is a
member of a partnership or a beneficiary of a trust that owns shares, directly
or indirectly through a partnership or trust.


    FOREIGN PROPERTY MATTERS

    The Infonautics common stock or options to purchase Infonautics common stock
will be foreign property for purposes of Part XI of the Income Tax Act (Canada),
which imposes a special tax on a deferred income plan or other tax-exempt
entity, including most registered pension plans, generally where the aggregate
cost amount of its foreign property exceeds 30% of the aggregate cost amount of
all of its property. Holders of Infonautics common stock or options to purchase
Infonautics common stock whose total cost amount of foreign property, including
those shares or options, in a taxation year exceeds Canadian $100,000 will be
required to file an information return.


    New rules have been proposed to apply to persons owning shares, or rights to
acquire shares, in non-resident corporations which are foreign investment
entities, subject to specific exemptions. If the foreign investment entity rules
were applicable to the Infonautics common stock and options to purchase
Infonautics common stock, the tax consequences of holding the shares or options
would differ significantly from those currently applicable under the Income Tax
Act (Canada). Given that these rules are subject to further consultation and
will undoubtedly be changed and modified and that the implementation date has
been delayed to taxation years beginning after 2001, holders of shares or
options are urged to consult their tax advisors concerning the potential tax
consequences of the rules applying in their particular circumstances.


                                       59

ACCOUNTING TREATMENT OF THE MERGER


    The merger will be accounted for as a purchase by Tucows of Infonautics
based on Accounting Principles Board Opinion No. 16. The fair value of the
accounting consideration paid has been determined based on the market value of
the outstanding shares of Infonautics on the date of the announcement of the
merger. The assets and liabilities of Infonautics will be recorded at their fair
values as of the completion of the merger and the assets and liabilities of
Tucows will remain at their historical carrying amounts. The financial
statements of Infonautics will reflect the historical operations of Tucows and
the operations of Infonautics after completion of the merger.


RESTRICTIONS ON SALES OF SHARES BY AFFILIATES OF TUCOWS; REGISTRATION RIGHTS

    The shares of Infonautics common stock to be issued upon conversion of
shares of Tucows in the merger will be registered under the Securities Act of
1933 and will be freely transferable under the Securities Act, except for shares
of Infonautics common stock issued to any person who is considered to be an
affiliate of Tucows at the time of the Tucows' special meeting.

    Persons who may be considered to be affiliates include individuals or
entities that control, are controlled by, or are under the common control of
Tucows and may include executive officers, directors and significant
stockholders. Affiliates may not sell their shares of Infonautics common stock
acquired in the merger except under:

    - an effective registration statement under the Securities Act covering the
      resale of those shares;

    - an exemption under Rule 145(d) under the Securities Act; or

    - any other applicable exemption under the Securities Act.

    Infonautics' registration statement on Form S-4, of which this joint proxy
statement/prospectus forms a part, does not cover the resale of shares of
Infonautics common stock to be received by Tucows' affiliates in the merger.

    Infonautics will enter into a registration rights agreement with former
stockholders of Tucows holding shares of Tucows convertible in the merger into
approximately 45,396,700 shares of Infonautics common stock. Under the
registration rights agreement the former stockholders of Tucows will have the
following registration rights:

    - an unlimited number of demand registration rights that the holders may
      exercise not more than twice during any twelve-month period, provided that
      the holders must request registration of shares having a value of at least
      $10 million;

    - an unlimited number of demand registration rights for registration on
      Form S-3 that the holders may exercise not more than twice during any
      twelve-month period, provided that the holders must request registration
      of shares having a minimum aggregate offering price of $250,000; and

    - an unlimited number of piggyback registration rights that require
      Infonautics to register sales of a holder's shares when Infonautics
      undertakes a public offering, subject to the discretion of the managing
      underwriter of the offering to decrease the amount that holders may
      register.

    Infonautics must bear all registration expenses if these registration rights
are exercised, other than underwriting discounts and commissions.

APPRAISAL RIGHTS

    The following discussion summarizes the material provisions of section 262
of the Delaware General Corporation Law. You are strongly urged to read the full
text of section 262, a copy of which

                                       60

is attached to this joint proxy statement/prospectus as annex 6 and is
incorporated into this summary by reference.

    Under Delaware law, holders of Tucows common stock and preferred stock are
entitled to appraisal rights. If the merger is completed, each holder of Tucows
common stock or preferred stock who:

    - files written notice with Tucows before the Tucows special meeting of an
      intention to exercise rights to appraisal of his shares,

    - does not vote in favor of the merger, and

    - follows the procedures under section 262 of the Delaware General
      Corporation Law that are summarized below,

will be entitled to be paid the fair value in cash of the shares of Tucows
common stock or preferred stock by the surviving corporation in the merger.

    The fair value of shares of Tucows common stock or preferred stock will be
determined by the Delaware Court of Chancery, exclusive of any element of value
arising from the merger. The shares of Tucows common stock or preferred stock
for which holders have perfected their appraisal rights under section 262 of the
Delaware General Corporation Law and have not effectively withdrawn or lost
their appraisal rights are referred to in this joint proxy statement/prospectus
as the Tucows dissenting shares.

    Within ten days after the effective date of the merger, Tucows, as the
surviving corporation in the merger, must mail a notice to all stockholders who
have filed a written notice with Tucows before the special meeting of the
stockholders of Tucows of an intention to exercise appraisal rights and who did
not vote in favor of the merger. This notice must inform these stockholders of
the effective date of the merger. Holders of Tucows dissenting shares may:

    - within 60 days after the effective date of the merger, withdraw their
      demand for appraisal.

    - within 120 days after the effective date of the merger upon written
      request, receive from Tucows a statement providing the aggregate number of
      shares for which demands for appraisals have been received.

    - within 120 days after the effective date of the merger, file a petition in
      the Delaware Court of Chancery for the appraisal of their shares.

    Appraisal rights are available only to the record holder of shares. If you
wish to exercise appraisal rights but have a beneficial interest in shares that
are held of record by or in the name of another person, such as a broker or
nominee, you should act promptly to cause the record holder to follow the
procedures in section 262 of the Delaware General Corporation Law to perfect
your appraisal rights.

    The following requirements apply to a demand for appraisal:

    - The demand should be signed by or on behalf of the stockholder exactly as
      the stockholder's name appears on the stockholder's stock certificates.

    - If the shares are owned of record in a fiduciary capacity, such as by a
      trustee, guardian or custodian, the demand should be executed in that
      capacity.

    - If the shares are owned of record by more than one person, as in a joint
      tenancy or tenancy in common, the demand should be executed by or on
      behalf of all joint owners.

    - An authorized agent, including one or more joint owners, may execute a
      demand for appraisal on behalf of a record holder. However, in the demand
      the agent must identify the record owner or owners and expressly disclose
      that the agent is executing the demand as an agent for the record owner or
      owners.

                                       61

    - A record holder such as a broker who holds shares as nominee for several
      beneficial owners may exercise appraisal rights for the shares held for
      one or more beneficial owners and not exercise rights for the shares held
      for other beneficial owners. The written demand should state the number of
      shares for which appraisal rights are being demanded. When no number of
      shares is stated, the demand will be presumed to cover all shares held of
      record by the broker or nominee.

    If any holder of Tucows common stock who demands appraisal of his shares
under section 262 of the Delaware General Corporation Law fails to perfect, or
effectively withdraws or loses the right to appraisal, his shares will be
converted into a right to receive Infonautics common stock under the terms of
the merger agreement. Tucows dissenting shares lose their status as dissenting
shares if:

    - the merger is abandoned;

    - the dissenting stockholder fails to make a timely written demand for
      appraisal;

    - the Tucows dissenting shares are voted in favor of the merger;

    - neither Tucows nor the stockholder files a complaint or intervenes in a
      pending action within 120 days after the effective date of the merger; or

    - the stockholder delivers to Tucows, as the surviving corporation, within
      60 days of the effective time of the merger, or after that time with
      Tucows' approval, a written withdrawal of the stockholder's demand for
      appraisal of the Tucows dissenting shares. However, if the stockholder is
      a party to an appraisal proceeding in the Delaware Court of Chancery, that
      proceeding may not be dismissed without the approval of the court.

    Failure to follow the steps required by section 262 of the Delaware General
Corporation Law for perfecting appraisal rights may result in the loss of
appraisal rights.

    In view of the complexity of the provisions of section 262 of the Delaware
General Corporation Law, Tucows stockholders who are considering objecting to
the merger should consult their own legal advisors.

    It is a condition to Infonautics' obligation to complete the merger that
holders of no more than 150,000 shares of Tucows capital stock have exercised
and not withdrawn their rights of appraisal.

    Infonautics shareholders have no dissenters' rights of appraisal in the
merger.

THE MERGER AGREEMENT

    The following discussion summarizes the material terms of the merger
agreement. The complete text of the merger agreement is incorporated by
reference and attached as annex 1 to this joint proxy statement/prospectus. You
are urged to read the full text of the merger agreement.

    CONDITIONS TO THE COMPLETION OF THE MERGER

    The obligation of Tucows and Infonautics to complete the merger is subject
to the satisfaction or waiver of the conditions listed below.

    CONDITIONS TO OBLIGATIONS OF TUCOWS AND INFONAUTICS

    - The Infonautics shareholders must approve the amendment and restatement of
      Infonautics articles of incorporation and the issuance of shares of
      Infonautics common stock in the merger.

    - The merger agreement must be adopted by the Tucows stockholders.

                                       62

    - The registration statement of which this joint proxy statement/prospectus
      forms a part must be declared and remain effective.

    - No law, injunction or order preventing the completion of the merger may be
      in effect.

    - Tucows and Infonautics must have obtained all consents of third parties
      required to complete the merger except for those consents which, if not
      obtained, would not have a material adverse effect.

    CONDITIONS TO OBLIGATIONS OF INFONAUTICS

    - There must not have occurred any event that has had a material adverse
      effect on the business, financial condition or results of operations of
      Tucows and its subsidiaries taken as a whole or on the ability of Tucows
      to complete the merger.

    - Holders of no more than 150,000 shares of Tucows capital stock must have
      exercised and not withdrawn their rights of appraisal.

    - All of Tucows outstanding preferred stock must have been converted into
      common stock.

    - All outstanding options to purchase Tucows capital stock other than
      employee stock options must have been amended or canceled so that any
      exercise of these options will not require the issuance of any additional
      shares of Infonautics common stock or cause an increase in the total
      merger consideration.

    - The representations and warranties of Tucows must be true in all material
      respects.

    - Tucows must have complied with its covenants in all material respects.

    CONDITIONS TO OBLIGATIONS OF TUCOWS

    - There must not have occurred any event that has had a material adverse
      effect on the business, financial condition or results of operations of
      Infonautics and its subsidiaries taken as a whole or on the ability of
      Infonautics to complete the merger.

    - Tucows must have received an opinion of tax counsel that the merger will
      qualify as a tax-free reorganization for U.S. federal income tax purposes.

    - The representations and warranties of Infonautics must be correct in all
      material respects, including the representation that Infonautics will have
      at least $7.5 million in cash, cash equivalents and marketable securities,
      net of specific short-term liabilities, at the time of completion of the
      merger.

    - Infonautics must have complied with its covenants in all material
      respects.

    NO OTHER TRANSACTIONS

    AGREEMENT NOT TO ENGAGE IN OTHER TRANSACTIONS

    The merger agreement contains provisions prohibiting either Infonautics or
Tucows from seeking an alternative transaction. Under these no solicitation
provisions, Infonautics and Tucows has each agreed that it will, and will cause
its subsidiaries, affiliates, officers, directors, employees, financial
advisors, agents and other representatives to, cease any existing discussion or
negotiation with any third party conducted before the execution of the merger
agreement concerning any Acquisition Proposal, as described below, that is
proposed, potential or being considered.

                                       63

    Infonautics and Tucows each also agreed that, subject to the exceptions
described below under "Exceptions for a Superior Proposal for Infonautics",
neither of the parties nor any of their subsidiaries, affiliates or other
representatives will, directly or indirectly:

    - solicit, initiate or encourage any inquiries or proposals that constitute
      or could reasonably be expected to lead to an Acquisition Proposal;

    - engage in negotiations or discussions with any third party concerning, or
      provide any non-public information to any third party relating to, an
      Acquisition Proposal; or

    - enter into any letter of intent, agreement in principle, acquisition
      agreement or other similar agreement concerning an Acquisition Proposal.

    Infonautics also agreed that, subject to the exceptions described below
under "Exceptions for a Superior Proposal for Infonautics", neither it nor any
of its subsidiaries, affiliates or other representatives will, directly or
indirectly, make or authorize any statement, recommendation or solicitation in
support of an Acquisition Proposal other than the merger.

    An Acquisition Proposal is any proposal or offer, including any proposal or
offer to the Infonautics shareholders or the Tucows stockholders concerning:

    - a merger, acquisition, consolidation, recapitalization, reorganization,
      liquidation, tender offer, exchange offer or other transaction involving
      an equity interest representing 25% or more of the voting power of
      Infonautics or Tucows; or

    - any purchase or sale of 25% or more of the consolidated assets of
      Infonautics or Tucows.

    EXCEPTIONS FOR A SUPERIOR PROPOSAL FOR INFONAUTICS


    The merger agreement does not prevent Infonautics or its board of directors
from furnishing non-public information to, or entering into discussions or
negotiations with, any third party who makes an unsolicited Acquisition
Proposal, if:


    - the third party has made a written proposal to the board of directors of
      Infonautics for an Acquisition Proposal;

    - the Infonautics board of directors determines in good faith, based on the
      advice of a financial advisor of nationally recognized reputation, that
      the Acquisition Proposal constitutes a Superior Proposal, as described
      below;

    - the failure to furnish non-public information or enter into discussions or
      negotiations concerning the Superior Proposal would, in the reasonable
      good faith judgment of the Infonautics board of directors, based on advice
      of outside counsel, be a violation of the board of director's fiduciary
      duties to Infonautics shareholders; and

    - before furnishing non-public information or entering into discussions or
      negotiations concerning a Superior Proposal, Infonautics provides written
      notice to Tucows of its decision to take that action and enters into a
      confidentiality agreement with the third party making the proposal.

    The merger agreement prohibits the board of directors of Infonautics from
withdrawing or modifying or proposing to withdraw or modify the board of
directors' approval or recommendation of the merger unless:

    - the Infonautics shareholders meeting has not occurred;

    - the Infonautics board of directors has received a Superior Proposal, as
      described below, and, in the reasonable good faith judgment of the board
      of directors, based on the advice of outside

                                       64

      legal counsel, the failure to do so would violate the board of directors'
      fiduciary duty to Infonautics shareholders under applicable law;

    - the Acquisition Proposal was not solicited by Infonautics and did not
      result from a breach of the no solicitation provisions of the merger
      agreement by Infonautics;

    - at least three business days before terminating the merger agreement or
      changing its recommendation, the Infonautics board of directors has
      notified Tucows that the Infonautics board of directors is prepared to
      conclude that it has received a Superior Proposal; and

    - during that three business day period Infonautics has negotiated in good
      faith with Tucows to make adjustments to the merger agreement so that the
      Acquisition Proposal by a third party is no longer a Superior Proposal,
      and the Infonautics board of directors concludes in good faith following
      the negotiations that the third party Acquisition Proposal remains a
      Superior Proposal.

    A Superior Proposal is a proposal made by a third party to acquire, directly
or indirectly, 100% of the shares of Infonautics' capital stock or 100% of the
net revenues, net income or assets of Infonautics and its subsidiaries, taken as
a whole, and which the board of directors of Infonautics has determined in good
faith, based on the advice of a financial advisor of nationally recognized
reputation and outside counsel:

    - if completed would result in a transaction that is more favorable to
      Infonautics shareholders from a financial point of view than the merger
      and the other transactions under the merger agreement; and

    - is reasonably capable of being completed, including, if required,
      committed financing or financing which, in the good faith judgment of the
      Infonautics board of directors, is reasonably capable of being obtained.

    TERMINATION OF THE MERGER AGREEMENT

    Infonautics and Tucows can jointly agree to terminate the merger agreement
at any time. Either Infonautics or Tucows may also terminate the merger
agreement if:

    - The merger is not completed on or before August 31, 2001, unless the
      failure to complete the merger is the result of:

       - action or failure to act by the company seeking to terminate the merger
         agreement;

       - delays in effectiveness of the registration statement of which this
         joint proxy statement/ prospectus forms a part on account of delays in
         review by the Securities and Exchange Commission or delays in obtaining
         other regulatory approvals; or

       - in the case of Infonautics, delays in filing the registration statement
         which are not caused by a failure of Tucows to provide necessary
         information;

    - The Infonautics shareholders do not approve the amendment and restatement
      of Infonautics articles of incorporation to increase the number of
      authorized shares of Infonautics common stock and the issuance of shares
      of Infonautics common stock in the merger at Infonautics annual meeting;

    - A condition to the obligations of that party to complete the merger cannot
      be satisfied by August 31, 2001 because of a law, injunction or order; or

    - The other company breaches its representations, warranties or covenants in
      the merger agreement in a material way.

                                       65

    Tucows can terminate the merger agreement if:

    - the Infonautics board of directors changes its recommendation that the
      Infonautics shareholders approve the merger or breaches its obligation to
      call the Infonautics shareholders' meeting; or

    - Infonautics delivers audited financial statements that differ in any
      material respect from draft financial statements delivered to Tucows.

    Infonautics can terminate the merger agreement if:

    - the Infonautics board of directors receives a Superior Proposal and
      complies with the requirements described under "Exceptions for a Superior
      Proposal for Infonautics" beginning on page 64; or

    - Tucows delivers audited financial statements that differ in any material
      respect from draft financial statements delivered to Infonautics.

    TERMINATION FEES

    The merger agreement provides that Infonautics must pay to Tucows a
termination fee of:

    - $1.0 million if the Infonautics shareholders fail to approve the amendment
      and restatement of Infonautics articles of incorporation to increase the
      number of authorized shares of Infonautics common stock and the issuance
      of shares of Infonautics common stock in the merger at Infonautics annual
      meeting; or

    - $1.3 million if the Infonautics board of directors receives and accepts a
      Superior Proposal. If the merger agreement is terminated under these
      circumstances, Tucows must refund any amount by which its fees and
      expenses incurred relating to the merger agreement and the transactions
      called for by the merger agreement are less than $300,000; or

    - the lesser of $1.0 million plus Tucows' fees and expenses incurred
      relating to the merger agreement and the transactions called for by the
      merger agreement, or $1.3 million, if

       - Infonautics receives an acquisition proposal from a third party after
         the date of the merger agreement, and

       - either Tucows or Infonautics terminates the merger agreement, and

       - within nine months after the termination, Infonautics enters into an
         acquisition agreement relating to the third party acquisition proposal.

    If a termination fee is payable, payment of the termination fee is the
exclusive remedy. In all other cases, all rights and obligations of the parties
terminate without liability except for any liability of any party that is in
breach of the merger agreement at the time of termination.


    CONDUCT OF BUSINESS UNTIL THE MERGER


    Under the merger agreement, Tucows and Infonautics have each agreed that,
during the period before completion of the merger, except as expressly provided
by the merger agreement, they will not, without the written consent of the
other, take any action or enter into any transaction other than in the ordinary
course of business consistent with past practice. Tucows and Infonautics have
each also agreed to specific restrictions relating to:

    - changing their charter or bylaws;

    - granting rights to purchase capital stock;

    - issuing, authorizing or disposing of capital stock;

                                       66

    - disposing of assets;

    - declaring or paying dividends or distributions on capital stock;

    - splitting, combining or reclassifying capital stock;

    - redeeming, repurchasing or acquiring capital stock;

    - acquiring other entities or substantial assets;

    - committing to or incurring capital expenditures;

    - making loans, advances, capital contributions or investments;

    - paying or satisfying claims, liabilities or obligations;

    - incurring or guaranteeing debt;

    - changing employment terms of officers, directors and employees;

    - changing accounting methods;

    - making tax elections;

    - taking any action or failing to take any action that would result in any
      of its representations and warranties failing to be true and correct; or

    - resolving or committing to do any of the restricted items listed above.

    Infonautics also agreed that neither it nor any of its subsidiaries will
defer expenses.

    ADDITIONAL AGREEMENTS

    Each party to the merger agreement has agreed to use all reasonable efforts
to take all actions and do all things necessary to complete the merger,
including satisfaction, but not waiver, of the conditions to closing the merger.
Each has agreed to:

    - give any notices to third parties and use all reasonable efforts to obtain
      any third party consents that may be necessary for it to complete the
      merger, except that no party is required to make any material payment to a
      third party to obtain its consent; and

    - promptly give any notices to, making any filings with, and use all
      reasonable efforts to obtain any consents and approvals of any
      governmental entity necessary to complete the merger.

    The parties also agreed to use reasonable efforts to:

    - cause the merger to qualify as a tax-free reorganization under
      section 368(a) of the Internal Revenue Code and not to constitute a
      taxable event or have adverse tax consequences under Canadian, Dutch or
      Israeli law, which are relevant to Tucows stockholders who reside in those
      countries, and


    - cause the Infonautics shares to be issued in the merger to be approved for
      listing on the Nasdaq SmallCap market.


    The merger agreement also contains covenants that:

    - Infonautics and Tucows will cooperate in the preparation of this joint
      proxy statement/ prospectus;

    - Infonautics will assume the Tucows' employee stock option plan;

    - the Infonautics board of directors following the merger will consist of
      two persons who were directors of Infonautics immediately before the
      merger and seven persons designated by Tucows;

                                       67

    - Infonautics will enter into a registration rights agreement granting
      registration rights that are no less favorable to the holders of Tucows'
      capital stock than the registration rights they have for Tucows capital
      stock;

    - the parties will use their best efforts to solicit proxies in favor of the
      transactions called for by the merger agreement;

    - that the capitalization of Tucows at closing will consist of a total of
      36,131,023 shares of common stock outstanding or issuable plus shares
      issuable on exercise of stock options granted under the Tucows employee
      stock option plan;

    - each party will provide the other with access to information concerning
      employee benefits; and

    - each party will provide the other notice of specified matters and will not
      make public announcements without the other's approval unless required by
      applicable law.

    LOAN BY INFONAUTICS TO TUCOWS

    As required under the merger agreement, on April 26, 2001, Infonautics
loaned Tucows $1.3 million. The loan is due and payable on August 31, 2001 and
bears interest at a rate of 8% per year. The loan is secured by a security
interest in substantially all of the assets of Tucows.

    AMENDMENT AND WAIVER

    The merger agreement may be amended by the parties, by action taken or
authorized by the boards of directors of Infonautics and Tucows, at any time
before the completion of the merger. All amendments to the merger agreement must
be in writing signed by each party.

    At any time before the completion of the merger, the parties may, by action
taken or authorized by their boards of directors, to the extent legally allowed,
waive compliance with any of the agreements or conditions contained in the
merger agreement.

    EXPENSES

    Whether or not the merger is completed, all expenses and fees incurred
relating to the merger agreement and the merger will be paid by the party
incurring the expenses or fees, except that, if the merger is not completed,
Infonautics and Tucows have agreed to split the filing fees for, and the costs
of the printing and distribution of, the registration statement of which this
joint proxy statement prospectus forms a part.

    REPRESENTATIONS AND WARRANTIES

    The merger agreement contains customary representations and warranties of
the parties relating to:

    - corporate organization and similar corporate matters;

    - capital structure;

    - subsidiaries;

    - arrangements concerning the voting or registration of capital stock;

    - authorization of the transaction;

    - absence of conflicts;

    - conduct of business between January 1, 2001 and the signing of the merger
      agreement;

                                       68

    - compliance with applicable laws;

    - brokers' and other fees;

    - litigation and undisclosed liabilities;

    - taxes;

    - employee benefits;

    - environmental matters;

    - intellectual property;

    - insurance;

    - material contracts; and

    - status under the Investment Company Act of 1940.

    The merger agreement also contains customary representations and warranties
by Infonautics about documents filed by Infonautics with the Securities and
Exchange Commission and financial statements included in those documents and by
Tucows about financial statements delivered by Tucows to Infonautics.
Infonautics also represented to Tucows that Pennsylvania anti-takeover laws and
Pennsylvania dissenters' rights of appraisal do not apply to the merger.

    Infonautics also represented to Tucows that Infonautics' Cash on Hand, as
described below, was at least $10 million on February 28, 2001 and will be at
least $7.5 million at closing. Cash on Hand means the sum of:

    - cash that is not subject to any restrictions on its use or disposition and
      bank account balances, excluding cash necessary to pay outstanding unpaid
      checks;

    - marketable securities;

    - accounts receivable collectible in the ordinary course of business,
      including $85,600 billable to a particular customer before June 30, 2001;
      and

    - the principal amount of, and accrued interest on, the promissory note
      representing Infonautics' $1.3 million loan to Tucows;

less accounts payable, accrued expenses and other short term liabilities.
Accrued expenses and other short term liabilities exclude deferred revenues and
leases but include transaction costs of Infonautics relating to the merger.

REGULATORY APPROVALS


    Neither Infonautics nor Tucows is aware of any regulatory approvals required
to complete the merger except that the registration statement of which this
joint proxy statement/prospectus forms a part must be declared effective by the
Securities and Exchange Commission and a certificate of merger must be filed
with the secretary of state of Delaware.


                                       69

STOCKHOLDER AGREEMENTS

    INFONAUTICS

    On March 28, 2001, Marvin Weinberger and Fran Solow Weinberger, who as of
that date held approximately 1,155,000 shares of Infonautics common stock,
entered into a shareholder agreement with Infonautics. Under the shareholder
agreement, the Weinbergers agreed that they would not:

    - sell, transfer or dispose in any other way of any of their shares of
      Infonautics common stock or enter into a contract to do so;

    - deposit any of their shares of Infonautics common stock into escrow or
      into a voting trust or voting agreement or grant a proxy for their shares
      of Infonautics except the proxy included in the shareholder agreement; or

    - acquire any additional shares of Infonautics common stock without the
      prior written consent of Infonautics,

except that the Weinbergers may dispose of up to 50% of the number of shares
they would be entitled to sell under Rule 144 under the Securities Act during
the three months following announcement of the merger agreement and up to 75% of
that number during the following three months.

    In the shareholder agreement, the Weinbergers also agreed to vote their
shares of Infonautics in favor of the issuance of Infonautics shares in the
merger and against any action or agreement that would result in a breach of the
merger agreement by Infonautics or which would frustrate the purposes of the
merger. The Weinbergers also granted to Infonautics an irrevocable proxy to vote
their shares of Infonautics in favor of the merger.

    TUCOWS

    As of March 27, 2001, Tucows stockholders holding approximately 54% of the
outstanding capital stock of Tucows have entered into a stockholders' agreement
with Tucows. All Tucows stockholders who are parties to this stockholders'
agreement have agreed that they will not:

    - sell, transfer or dispose in any other way of any of their shares of
      Tucows stock or enter into a contract to do so;

    - grant any power of attorney or proxy or enter into a voting trust or
      agreement for their shares of Tucows;

    - initiate, negotiate or cooperate in any attempt to make, implement or
      accept a proposal to enter into a merger or similar transaction involving
      substantially all of the assets of Tucows.

All Tucows stockholders who are parties to the stockholders' agreement have also
agreed to vote in favor of the merger with Infonautics. All holders of Tucows'
preferred stock who are parties to the stockholders' agreement have also agreed
to convert their shares of preferred stock into Tucows common stock before the
merger.

                                       70

                  UNAUDITED COMPARATIVE PER SHARE INFORMATION

    We present below per common share data about the net income (loss) and book
value of Infonautics on both historical and unaudited pro forma consolidated
bases. We have obtained the unaudited pro forma combined per share information
from the unaudited pro forma consolidated condensed financial statements
beginning on page 72 of this joint proxy statement/prospectus. You should read
the information below with:

    - the consolidated financial statements and accompanying notes of
      Infonautics that are included in Infonautics' annual report on Form 10-K
      for the year ended December 31, 2000 and quarterly report on Form 10-Q for
      the quarter ended March 31, 2001 that accompanies this joint proxy
      statement/prospectus;

    - the consolidated financial statements and accompanying notes of Tucows
      that are included elsewhere in this joint proxy statement/prospectus; and

    - the unaudited pro forma consolidated information included under "Pro Forma
      Consolidated Condensed Financial Statements" beginning on page 72 of this
      joint proxy statement/prospectus.

    The unaudited pro forma combined per share information does not necessarily
indicate the operating results that would have been achieved had the combination
of Infonautics and Tucows actually occurred at the beginning of the period
presented nor does it indicate future results of operations or financial
condition.



                                                    YEAR ENDED       QUARTER ENDED
                                                 DECEMBER 31, 2000   MARCH 31, 2001
                                                 -----------------   --------------
                                                                      (UNAUDITED)
                                                               
INFONAUTICS HISTORICAL:
Net income (loss) from continuing operations
  per common share:
  Basic........................................       $ (1.16)            $(0.09)
  Diluted......................................         (1.16)             (0.09)
Book value per common share(1).................          0.98               0.82

TUCOWS HISTORICAL:
Net income (loss) per common share:
  Basic........................................       $(11.86)            $(1.01)
  Diluted......................................        (11.86)             (1.01)
Book value per common share(1).................         (0.57)             (0.60)

INFONAUTICS PRO FORMA COMBINED:
Net income (loss) per common share:
  Basic........................................       $ (0.79)            $(0.07)
  Diluted......................................         (0.79)             (0.07)
Book value per common share(2).................          0.11              (0.10)


- ------------------------

(1) The historical book value per share is computed by dividing total
    stockholders' equity by the number of common shares outstanding as of
    December 31, 2000 or March 31, 2001, as appropriate.

(2) The pro forma book value per share is computed by dividing pro forma
    stockholders' equity by the pro forma number of shares outstanding as of
    December 31, 2000 or March 31, 2001, as appropriate.

    Neither Infonautics nor Tucows has ever paid dividends on its common stock,
and Infonautics does not intend to pay dividends on its common stock following
the merger.

                                       71

             PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                       INFONAUTICS, INC. AND TUCOWS INC.

INTRODUCTION TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (UNAUDITED)

    On March 27, 2001, Infonautics entered into a merger agreement with Tucows.
In the merger, TAC Merger Sub Corporation, a wholly-owned subsidiary of
Infonautics, will merge with and into Tucows, with Tucows being the surviving
corporation. In the merger, Infonautics will issue approximately 50 million
shares of Infonautics common stock to the former Tucows stockholders. Because
the former Tucows stockholders will own approximately 80% of the merged company
after completion of the merger, Tucows is considered to be the accounting
acquirer in the transaction.

    The following pro forma consolidated financial statements are presented to
illustrate the effects of the merger on the historical financial position and
operating results of Infonautics and Tucows. The unaudited pro forma
consolidated balance sheet as of March 31, 2001 has been prepared to reflect the
merger of Infonautics and Tucows as if it had occurred as of March 31, 2001. The
unaudited pro forma consolidated statement of operations for the year ended
December 31, 2000 has been prepared as if the merger had taken place on January
1, 2000. The unaudited pro forma consolidated statement of operations for the
three month period ended March 31, 2001 has been prepared as if the merger had
taken place on January 1, 2001.

    The pro forma consolidated financial statements have been obtained from, and
should be read with, the historical consolidated financial statements and
accompanying notes of Infonautics included in Infonautics' annual report on Form
10-K for the year ended December 31, 2000 and quarterly report on Form 10-Q for
the quarter ended March 31, 2001, which accompany this joint proxy statement/
prospectus and the historical consolidated financial statements and accompanying
notes of Tucows which are included in this joint proxy statement/prospectus
beginning on page F-1.

    The unaudited pro forma consolidated financial statements are presented for
informational purposes only and, while they are based on assumptions that we
believe are reasonable, they are not necessarily indicative of the financial
position or results of operations of Infonautics that would have occurred had
the merger been completed as of the dates indicated. The unaudited pro forma
consolidated financial statements are not meant to project Infonautics'
financial position or results of operations for any period or as of any date,
nor do they give effect to any matters other than those described above or in
the notes beginning on page 76. The merger has been accounted for under the
purchase method of accounting.

    As the merger has not yet been completed, the allocation of the purchase
price reflected in the unaudited pro forma consolidated financial statements is
preliminary. The actual purchase price allocation to reflect the fair values of
assets acquired and liabilities assumed will be based upon management's
evaluation of these assets and liabilities upon completion of the merger. The
adjustments included in the unaudited pro forma consolidated financial
statements will change based upon the final allocation of the total purchase
price. That allocation may differ significantly from the preliminary allocation
included in the unaudited pro forma consolidated financial statements.

                                       72

                               INFONAUTICS, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2001
                                  (UNAUDITED)



                                                                                          PRO FORMA
                                                      TUCOWS INC.    INFONAUTICS, INC.   ADJUSTMENTS               PRO FORMA
                                                      ------------   -----------------   -----------              ------------
                                                                                                   
ASSETS
Current assets:
  Cash and cash equivalents.........................  $  1,081,058      $  9,550,993     $        --              $ 10,632,051
  Short-term investments                                        --         1,326,534              --                 1,326,534
  Accounts receivable...............................       624,000           473,336              --                 1,097,336
  Other receivables.................................            --            80,590              --                    80,590
  Prepaid digital certificates......................       995,071                --              --                   995,071
  Prepaid expenses, deposits and other..............     1,426,664           145,974              --                 1,572,638
  Prepaid domain name registration fees.............     8,959,084                --              --                 8,959,084
                                                      ------------      ------------     -----------              ------------
                                                        13,085,877        11,577,427              --                24,663,304
Prepaid domain name registration fees, net of
  current portion...................................     1,748,837                --              --                 1,748,837
Property and equipment..............................     4,132,168         2,048,397      (1,707,930)    2(a)        4,472,635
Intangible assets...................................     4,591,684                --        (313,098)    2(a)        4,278,586
Investment in Afilias Limited.......................       100,000                --              --                   100,000
Investment bigchalk.com.............................            --                --         548,283     2(a)          548,283
Other assets........................................            --           190,318        (158,877)    2(a)           31,441
                                                      ------------      ------------     -----------              ------------
                                                      $ 23,658,566      $ 13,816,142     $(1,631,622)             $ 35,843,086
                                                      ============      ============     ===========              ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
  Accounts payable..................................  $  1,772,170      $    249,815     $        --              $  2,021,985
  Accrued liabilities...............................     4,065,546         1,476,667         290,000     2(b)        5,832,213
  Due to affiliate..................................            --           658,879              --                   658,879
  Customer deposits.................................     2,038,022                --              --                 2,038,022
  Deferred revenue..................................    14,796,982           921,477              --                15,718,459
  Current portion of obligation under capital
    lease...........................................            --            74,304              --                    74,304
                                                      ------------      ------------     -----------              ------------
                                                        22,672,720         3,381,142         290,000                26,343,862

Deferred revenue, net of current portion............     2,949,772                --              --                 2,949,772
Obligation under capital lease......................            --            91,383              --                    91,383

Stockholders' equity (deficiency):
  Capital stock
    Series A convertible preferred stock                    28,677                --         (28,677)    2(d)               --
    Preferred stock.................................            --                --              --                        --
    Common stock....................................         3,000                --          (3,000)    2(d)               --
    Class A common stock                                        --                --       8,284,800     2(a)        8,316,477
                                                                                              28,677     2(d)
                                                                                               3,000     2(d)
    Class B common stock                                        --                --              --                        --
  Additional paid in capital........................    41,602,936        61,573,472     (61,573,472)    2(c)       41,740,131
                                                                                             137,195     2(a)
  Common stock to be issued.........................     4,537,147                --              --                 4,537,147
  Option............................................     1,072,412                --              --                 1,072,412
  Deferred stock based compensation.................      (468,586)               --              --                  (468,586)
  Treasury stock, at cost...........................            --          (483,906)        483,906     2(c)               --
  Other comprehensive income........................            --           166,588        (166,588)    2(c)               --
  Deficit...........................................   (48,739,512)      (50,912,537)     50,912,537     2(c)      (48,739,512)
                                                      ------------      ------------     -----------              ------------
  Total stockholders' equity (deficiency)...........    (1,963,926)       10,343,617      (1,921,622)                6,458,069
                                                      ------------      ------------     -----------              ------------
Total liabilities and stockholders' equity
  (deficiency)......................................  $ 23,658,566      $ 13,816,142     $(1,631,622)             $ 35,843,086
                                                      ============      ============     ===========              ============


  The accompanying notes are an integral part of these pro forma consolidated
                             financial statements.

                                       73

                               INFONAUTICS, INC.

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                   FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                  (UNAUDITED)



                                                                          PRO FORMA
                                       TUCOWS INC.   INFONAUTICS, INC.   ADJUSTMENTS               PRO FORMA
                                       -----------   -----------------   -----------              -----------
                                                                                   
Net revenues.........................  $ 6,391,647     $  1,839,026       $      --               $ 8,230,673
Cost of sales........................    4,091,582          539,429              --                 4,631,011
                                       -----------     ------------       ---------               -----------
Gross profit.........................    2,300,065        1,299,597              --                 3,599,662
                                       -----------     ------------       ---------               -----------
Operating expenses:
  Sales and marketing................    1,951,076          739,840         (66,056)     3(a)       2,624,860
  Technical operations and
    development expenses.............    1,246,084          814,462         (60,978)     3(a)       1,999,568
  General and administrative.........      844,360        1,697,783         (57,481)     3(a)       2,484,662
  Customer support expenses..........           --          103,158         (15,899)     3(a)          87,259
  Amortization of property and
    equipment........................      690,673               --              --                   690,673
  Amortization of intangible
    assets...........................      925,860               --              --                   925,860
                                       -----------     ------------       ---------               -----------
                                         5,658,053        3,355,243        (200,414)                8,812,882
                                       -----------     ------------       ---------               -----------
Loss from operations.................   (3,357,988)      (2,055,646)        200,414                (5,213,220)

Other income (expenses):
  Interest income, net...............       26,438           43,169              --                    69,607
  Other income.......................           --          821,824              --                   821,824
                                       -----------     ------------       ---------               -----------
Loss before provision for income
  taxes..............................   (3,331,550)      (1,190,653)        200,414                (4,321,789)
Provision for income taxes...........           --               --              --                        --
                                       -----------     ------------       ---------               -----------
Loss for the period..................  $(3,331,550)    $ (1,190,653)      $ 200,414               $(4,321,789)
                                       ===========     ============       =========               ===========
Loss per common share--basic.........                  $      (0.09)                              $     (0.07)
Weighted average shares outstanding--
  basic..............................                    12,629,269                                62,629,269
Loss per common share--diluted.......                  $      (0.09)                              $     (0.07)
Weighted average shares outstanding--
  diluted............................                    12,629,269                                62,629,269


  The accompanying notes are an integral part of these pro forma consolidated
                             financial statements.

                                       74

                               INFONAUTICS, INC.

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 2000
                                  (UNAUDITED)



                                                                         PRO FORMA
                                     TUCOWS INC.    INFONAUTICS, INC.   ADJUSTMENTS               PRO FORMA
                                     ------------   -----------------   -----------              ------------
                                                                                  
Net revenues.......................  $ 14,439,829     $ 11,161,054       $      --               $ 25,600,883
Cost of sales......................     7,785,105        3,078,503              --                 10,863,608
                                     ------------     ------------       ---------               ------------
Gross profit.......................     6,654,724        8,082,551              --                 14,737,275
                                     ------------     ------------       ---------               ------------
Operating expenses:
  Sales and marketing..............    11,121,051        8,179,398        (222,238)     3(a)       19,078,211
  Technical operations and
    development expenses...........     4,132,301        6,175,453        (284,151)     3(a)       10,023,603
  General and administrative.......     4,704,213        3,813,718        (156,902)     3(a)        8,361,029
  Customer support expenses........            --          425,817         (24,158)     3(a)          401,659
  Amortization of property and
    equipment......................     1,700,944               --              --                  1,700,944
  Amortization of intangible
    assets.........................    10,697,866               --              --                 10,697,866
  Write-down of intangible assets      10,100,000               --              --                 10,100,000
                                     ------------     ------------       ---------               ------------
                                       42,456,375       18,594,386        (687,449)                60,363,312
                                     ------------     ------------       ---------               ------------
Loss from operations...............   (35,801,651)     (10,511,835)        687,449                (45,626,037)
Other income (expenses):
  Interest income, net.............       215,154          180,633              --                    395,787
  Equity in net losses of
    unconsolidated affiliate.......            --      (10,605,773)             --                (10,605,773)
  Other income.....................            --        6,616,122              --                  6,616,122
                                     ------------     ------------       ---------               ------------
Loss before provision for income
  taxes............................   (35,586,497)     (14,320,853)        687,449                (49,219,901)

Provision for income taxes.........            --               --              --                         --
                                     ------------     ------------       ---------               ------------
Loss for the period................  $(35,586,497)    $(14,320,853)      $ 687,449               $(49,219,901)
                                     ============     ============       =========               ============
Loss per common share--basic                          $      (1.16)                              $      (0.79)
Weighted average shares
  outstanding--basic                                    12,348,100                                 62,348,100
Loss per common share--diluted                        $      (1.16)                              $      (0.79)
Weighted average shares
  outstanding--diluted                                  12,348,100                                 62,348,100


  The accompanying notes are an integral part of these pro forma consolidated
                             financial statements.

                                       75

            NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

1. BASIS OF PRESENTATION:

    The accompanying unaudited pro forma consolidated financial statements have
been prepared for the purposes of inclusion in the registration statement of
which this joint proxy statement/prospectus forms a part. These unaudited pro
forma consolidated financial statements give effect to the merger between
Infonautics and Tucows. The pro forma consolidated financial statements do not
include any non-recurring charges or credits directly attributable to the
merger.

    The merger between Infonautics by Tucows has been accounted for in the
unaudited pro forma consolidated financial statements by the purchase method of
accounting as a reverse takeover with Tucows being identified as the acquirer.
Total consideration being issued by Infonautics is approximately 50 million
shares of Infonautics common stock valued at approximately $8.3 million, based
on Infonautics' share price on March 28, 2001, the date of the merger agreement
and announcement of the merger, and approximately $0.1 million of value assigned
to the outstanding Infonautics options on March 28, 2001.

    The unaudited pro forma consolidated financial statements have been prepared
by the management of Tucows from the audited consolidated financial statements
of Tucows for the year ended December 31, 2000 and the unaudited consolidated
financial statements of Tucows for the three month period ended March 31, 2001.
The information concerning Infonautics has been obtained from the audited
consolidated financial statements of Infonautics for the year ended December 31,
2000 and the unaudited consolidated financial statements of Infonautics for the
three month period ended March 31, 2001.

2. SIGNIFICANT ASSUMPTIONS AND ADJUSTMENTS:

    In the preparation of the unaudited pro forma consolidated financial
statements, the following significant assumptions and adjustments have been
made:

        (a) Acquisition of Infonautics by Tucows:

           Tucows acquired Infonautics for an aggregate consideration valued at
       approximately $8.4 million, comprised of:

           - $8.3 million based on Infonautics' share price on March 28, 2001
             and consisting of approximately 50 million shares of common stock
             of Infonautics. The 50 million shares of common stock of
             Infonautics were based on the exchange ratio under the merger
             agreement and the number of shares of common stock of Infonautics
             outstanding on March 28, 2001, and

           - $0.1 million of value assigned to the Infonautics options
             outstanding on March 28, 2001.

           The fair value of the shares of Infonautics common stock was
       determined by treating the market value of the Infonautics stock at the
       date of the announcement of the merger as having been effectively
       received by former Infonautics shareholders. The fair value of the stock
       options was determined by reference to an option pricing model and the
       number of Infonautics options was treated as having been granted by
       Tucows under reverse takeover accounting rules. To determine the fair
       value of these options, the following assumptions were used:

           - dividend yield of 0.0%,

                                       76

      NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

2. SIGNIFICANT ASSUMPTIONS AND ADJUSTMENTS: (CONTINUED)
           - 75% volatility,

           - weighted average risk free interest rate of 6.41%, and

           - average expected life of 3.47 years.

           As all of these options have vested, no adjustment was required to be
       made for deferred compensation.

           The pro forma financial statements have been prepared as if there
       will not be a substantive change in the number of shares of Infonautics
       common stock treated as having been issued in the merger. If there is a
       substantive change in the number of shares of Infonautics common stock to
       be issued in the merger, a new measurement date will occur and the value
       of the Infonautics common stock treated as having been issued will be
       revalued based on the average market price of Infonautics common stock at
       the new measurement date, and the purchase price allocation will be
       adjusted.

           The details of the pro forma acquisition equation based on the
       consolidated balance sheet of Infonautics as at March 31, 2001 are as
       follows:

           Fair value of net assets of Infonautics acquired:

                                                      
  Current assets.......................................  $11,577,427
  Property and equipment...............................      340,467
  Investment in bigchalk.com...........................      548,283
  Other assets.........................................       31,441
  Current liabilities and obligation under capital
    lease..............................................   (3,762,525)
                                                         -----------
  Total consideration..................................  $ 8,735,093
                                                         ===========
Total consideration is comprised of:
  Value assigned to Infonautics' common stock..........  $ 8,284,800
  Value assigned to Infonautics' outstanding options...      137,195
  Tucow's estimated transaction costs..................      313,098
                                                         -----------
  Total consideration..................................  $ 8,735,093
                                                         ===========



           For pro forma purposes, the fair value of the net assets acquired
       exceeded the total consideration by $4,618,524. This excess has been used
       to reduce the amount allocated to the investment in bigchalk.com by
       $2,751,717, property and equipment by $1,707,930 and other assets by
       $158,877 from their fair values. The table above reflects the purchase
       price allocation after these adjustments.

           Estimated transaction costs arising from the merger include all costs
       directly incurred because of the merger including accounting and legal
       fees and other related costs.

        (b) To record the estimated severance payments to executive officers of
    Infonautics at the time the merger is completed.

        (c) To eliminate the historical deficit, capital stock, deferred
    stock-based compensation, treasury stock and accumulated other comprehensive
    income of Infonautics because of the merger.

                                       77

      NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

2. SIGNIFICANT ASSUMPTIONS AND ADJUSTMENTS: (CONTINUED)
        (d) To record the conversion of Tucow's series A convertible preferred
    stock to common stock and to record the exchange of Tucow's common stock to
    Infonautics class A common stock.

3. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS:

    The adjustment was applied to the historical statements of operations for
Infonautics and Tucows to adjust the amortization of Infonautics' property and
equipment and intangible asset included within Infonautics' consolidated
statement of operations to that calculated based on the values assigned in the
purchase price allocation.

4. UNAUDITED PRO FORMA NET LOSS PER SHARE:

    Shares used in the pro forma per share calculations reflect the addition of
approximately 50 million shares of Infonautics voting common stock estimated to
be issued to stockholders of Tucows as if they were outstanding from January 1,
2000 for the year ended December 31, 2000, and from January 1, 2001 for the
three month period ended March 31, 2001. Pro forma basic and diluted weighted
average shares exclude employee stock options and warrants outstanding because
they are anti-dilutive.

                                       78

       TUCOWS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

    The following discussion should be read with Tucows' historical consolidated
financial statements and the related notes beginning on page F-1 of this joint
proxy statement/prospectus. This description contains forward-looking statements
that involve risks and uncertainties. Tucows' actual results could differ
significantly from the results discussed in the forward-looking statements
because of various factors, including those discussed under "Risk Factors--Risk
Factors Relating to Tucows" beginning on page 26 of this joint proxy
statement/prospectus and "Risk Factors--Risk Factors Relating to Infonautics and
Tucows" beginning on page 31 of this joint proxy statement/prospectus.

                        OVERVIEW AND RECENT DEVELOPMENTS

    Tucows is a provider of private label applications, services and content for
Internet service providers and web hosting, telecommunications and cable
companies, which Tucows refers to as managed service providers or MSPs. Tucows'
services are designed to allow MSPs to provide a higher level of customer
service and performance, to enhance revenue per customer through offering
additional applications and services, to avoid costs and complexities and to
focus on their customer acquisition and retention strategies by outsourcing
applications that are not critical to their core businesses.

    On March 28, 2001, Tucows announced that it signed a merger agreement with
Infonautics. Infonautics is a provider of personalized information agents and
web sites. In the merger, Infonautics will issue approximately 50 million shares
of common stock to Tucows stockholders who will own approximately 80% of the
merged company on completion of the merger. Upon completion of the merger, which
is subject to the approval of the stockholders of Tucows and the shareholders of
Infonautics, regulatory approvals and other closing conditions, Infonautics will
remain a public company and is expected to adopt the Tucows name. The
transaction is expected to close during the third quarter of 2001.

    ICANN, the Internet Corporation for Assigned Names and Numbers, is
introducing new generic top level domains. On November 16, 2000, ICANN announced
its selections for registry operators for seven new top level domains. Liberty
Registry Management Services Inc, a wholly-owned subsidiary of Tucows, was
selected by one of the successful applicants, Afilias Limited, to provide
technical registry management services for the registry operations. Afilias, a
consortium of 18 registrars, has been selected by ICANN to establish a registry
for the new generic top level domain .info. Tucows owns a small equity interest
in Afilias. Concurrent with the final registry agreement negotiations with
ICANN, Afilias is negotiating a two-year exclusive supply agreement with
Liberty. Tucows expects the new registries to launch in the second half of 2001,
although their launch is dependent on finalizing contract negotiations with
ICANN and is not assured.


    Tucows' founder and editor-in-chief, Scott Swedorski, founded the Tucows.com
website in 1994. Tucows.com was primarily in the business of aggregating and
offering software for download. The Tucows website was acquired in 1995 by
ComputerLink Online, which was subsequently re-named Tucows Interactive Limited.
Tucows Interactive was primarily in the business of providing Internet access
and related services and carried on its business of aggregating and offering
software for download through its Tucows division. On April 26, 1999,
Tucows Inc. was incorporated to purchase substantially all of the assets of the
content business of the Tucows division from Tucows Interactive Limited. On
May 4, 1999, Tucows acquired those assets for a total consideration of
$30 million in cash and three million shares of Tucows common stock valued at an
aggregate of $688,800.


NET REVENUES

    Before January 2000, Tucows produced the majority of its net revenues from
advertising. Since January 2000, Tucows has produced the majority of net
revenues from domain name registration fees.

                                       79

Tucows began providing retail domain name registration services in
November 1997 and wholesale, or private label, domain name registrations in
January 2000.

    DOMAIN NAME REGISTRATION AND ANCILLARY SERVICES

    Tucows offers domain name registration services on both a wholesale and
retail basis. These services are purchased for a term of one to ten years.
Payments for the full term of all registrations are received at the time of
registration but recorded as a deferred revenue and recognized ratably on a
monthly basis over the term of the registration.

    On a wholesale basis, Tucows offers domain name registration services to
MSPs who provide these services to their end-users. Tucows receives revenues for
each domain name registration passed through its system by customers. Tucows'
registration fee for wholesale domain name registrations of each .com, .net and
 .org domain name registration is typically $10 per year of registration,
although some additional rebates are offered based upon volume or participation
in other programs Tucows offers. Tucows receives $19 for each .ca domain name
registration. The .ca registrations are subject to some additional rebates,
based upon volume or participation in other programs Tucows offers. Tucows
offers additional country code domain names, including .uk, .tv and .vc, and
digital certificates to its MSPs. Tucows receives between $13 and $100 for each
country code domain name registration and $99 for each digital certificate sold.
The average term for wholesale domain name registration services is 14 months
and if registrations are renewed, Tucows would expect to produce ongoing
subscription revenues.

    On a retail basis, Tucows offers domain registration services through
domaindirect.com directly to end-users. Tucows receives revenues for the retail
registration of domain names and the managing of other services relating to a
domain name such as domain forwarding and e-mail forwarding. Tucows'
registration fee for these services typically is $35 per year. The average term
for retail domain name registration services is 19 months and if registrations
are renewed, Tucows would expect to produce ongoing subscription revenues.

    DIGITAL CONTENT DISTRIBUTION SERVICES

    Tucows aggregates software and other downloadable content, which it
distributes to MSPs through an integrated network. Through these services Tucows
creates revenues from online advertising and sales of its digital content.
Tucows creates advertising revenues through ads placed on its website and
through ads placed on the websites of its MSP network. Advertising revenues are
primarily received from short-term advertising agreements in which advertising
banners are delivered at an agreed upon rate per thousand of impressions
delivered. Advertising revenues are recognized ratably over the period in which
the advertisement is presented. Tucows also enters into barter transactions,
which are a component of advertising revenues. Barter transactions are the
exchange of advertising space on Tucows' website for reciprocal space or traffic
on other websites. Revenues and expenses are recognized from advertising barter
transactions when the value of the advertising surrendered is determinable based
on Tucows' historical practice of receiving cash for similar advertising.

    Net revenues from Tucows' online software distribution services are recorded
upon completion of the purchase and delivery of the product to the customer.
With all software distribution for a fee, Tucows recognizes only gross margin,
which is the selling price less the amount remitted to the publisher, as
revenue. This is because Tucows carries no inventory in its digital software
products and only distributes software digitally.

COST OF REVENUES

    DOMAIN NAME REGISTRATION SERVICES

    Cost of revenues of domain name registration services consists primarily of
registry fees, which, while paid in full at the time that the domain name is
registered, are recorded as prepaid domain name

                                       80

registry fees and are recognized ratably over the term of the registration.
Through January 14, 2000, Tucows paid a $9 per year registry fee for each .com,
 .net and .org domain name registration. This fee was reduced to $6 per year
beginning on January 15, 2000. From October 2000 Tucows paid a Cdn$20.00 per
year registry fee for each.ca domain name registration.

    DIGITAL CONTENT DISTRIBUTION SERVICES

    Cost of revenues of Tucows' digital content distribution services includes
the costs of its network operations. Tucows expects communication costs to
increase as its network expands geographically and network activity increases.
The cost of its network operations is comprised primarily of communication
costs, equipment maintenance, employee and related costs of the management and
maintenance of the network. Tucows has no direct cost of revenues relating to
its advertising revenues.

OPERATING EXPENSES

    SALES AND MARKETING

    Sales and marketing expenses consist primarily of personnel costs. These
costs include commissions and related expenses of Tucows' sales, product
management, public relations, call center, support and marketing personnel.
Tucows incurs advertising, including barter advertising, trade show and other
promotional costs.

    TECHNICAL OPERATIONS AND DEVELOPMENT EXPENSES

    Technical operations and development expenses consist primarily of personnel
costs and related expenses required to support the development of new or
enhanced service offerings. This includes expenses incurred in the research,
design and development of technology that Tucows uses to register domain names
and to distribute its digital content services. Editorial costs relating to the
rating and review of the software content libraries are included in the costs of
product development. Under the American Institute of Certified Public
Accountants Statement of Position 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use, costs incurred during the
application development stage are capitalized and primarily include personnel
costs for employees directly related to the development project.

    GENERAL AND ADMINISTRATIVE

    General and administrative expenses consist primarily of compensation and
related costs for managerial and administrative personnel, fees for professional
services, rent and other general corporate expenses.

    AMORTIZATION OF PROPERTY AND EQUIPMENT

    Depreciation consists of amounts relating to Tucows' property and equipment.
Property and equipment is amortized on a straight line basis over the estimated
useful life of the assets.

    AMORTIZATION OF INTANGIBLE ASSETS

    Amortization consists of amounts relating to Tucows' intangible assets
Intangible assets consist of goodwill and amounts relating to the
non-competition agreements and are amortized on a straight-line basis over three
years.

    STOCK-BASED COMPENSATION

    Tucows has elected to follow Accounting Principles Board Opinion No. 25
Accounting for Stock Issued to Employees. Because of the application of this
opinion, deferred stock-based compensation of $650,814 was recorded for the year
ended December 31, 2000 in relation to options issued to employees where the
exercise price was less than the fair market value of the share of common stock.
The amount of $40,118 was included in operating expenses for the three months
ended March 31, 2001 and $22,363 for the three months ended March 31, 2000.

                                       81

                             RESULTS OF OPERATIONS

    Because Tucows only began operating as a wholesale domain name registrar in
January 2000 and produced only limited revenues from domain name registration
services before this time, Tucows believes that comparisons of 1999 against 2000
are not meaningful and that you should not rely upon this comparison as an
indication of its future performance. Given the rapidly evolving nature of
Tucows' business and its limited operating history as a competitive registrar,
its operating results are difficult to forecast, and period-to-period
comparisons of its prior operating results will not be meaningful and should not
be relied upon as an indication of future performance. Factors that are outside
Tucows' control, including the early stage of the domain name registration
market and events in the market such as the introduction of new generic top
level domains, may cause Tucows' operating results to fluctuate significantly in
the future.

    Tucows anticipates that in future periods, net revenues from domain name
registrations will continue to be the largest component of its net revenues, and
cost of domain name registrations will continue to be the largest component of
its cost of revenues.

    The following table presents for the periods indicated, various items in the
statement of operations, as a percentage of net revenues:



                                                                                     THREE MONTHS ENDED
                                                       YEAR ENDED DECEMBER 31,            MARCH 31,
                                                    ------------------------------   -------------------
                                                      1998     1999(1)      2000       2000       2001
                                                    --------   --------   --------     ----       ----
                                                                                 
STATEMENTS OF OPERATIONS DATA:
Net revenues......................................   100.0%      100.0%     100.0%     100.0%     100.0%
Cost of revenues..................................     4.3         9.5       53.9       39.6       64.0
                                                     -----      ------     ------     ------     ------
Gross profit......................................    95.7        90.5       46.1       60.4       36.0
Operating expenses:
  Sales and marketing.............................    30.6        69.8       77.0      116.9       30.5
  Technical operations and development expenses...    21.8        38.7       28.6       33.5       19.5
  General and administrative......................    30.4        76.8       32.6       48.6       13.2
  Amortization of property and equipment..........     7.5         7.8       11.8       25.5       10.8
  Amortization of intangible assets...............      --       181.5       74.1      162.6       14.5
  Writedown of intangible assets..................      --          --       69.9         --         --
                                                     -----      ------     ------     ------     ------

Total operating expenses..........................    90.3       374.6      294.0      387.1       88.5
                                                     -----      ------     ------     ------     ------
Income (loss) from operations.....................     5.4      (284.1)    (247.9)    (326.7)     (52.5)
Interest income/(expense), net....................    (0.2)        0.8        1.5        1.3        0.4
                                                     -----      ------     ------     ------     ------
Income (loss) before provision for income taxes...     5.2      (283.3)    (246.4)    (325.4)     (52.1)
Recovery (provision) for income taxes.............    (2.4)        1.8         --         --         --
                                                     -----      ------     ------     ------     ------
Net income/(loss), for the period.................     2.8      (281.5)    (246.4)    (325.4)     (52.1)
                                                     =====      ======     ======     ======     ======


- ------------------------

Note: Figures may not add due to rounding.

(1) The financial data for the year ended December 31, 1999, is prepared as
    though Tucow's acquisition of the assets of the Tucows division had occurred
    on January 1, 1999.

THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 31, 2000

    NET REVENUES

    Net revenues increased $4.8 million, or 313%, to approximately $6.4 million
for the three months ended March 31, 2001 from approximately $1.5 million for
the three months ended March 31, 2000. During the quarter ended March 31, 2001
Tucows registered approximately 572,000 domain names,

                                       82

bringing its number of registered domain names to over 2.6 million, up
significantly from the approximately 200,000 domain names registered at
March 31, 2000. This revenue increase in domain name registration resulted in
Tucows' deferred revenue from domain name registrations increasing to
$17.7 million at March 31, 2001 from $2.7 million at March 31, 2000.


    Tucows believes that the introduction of new generic top level domains, or
gTLDs, will be an important factor in the growth of the domain name registration
market. Tucows believes that there is a natural absorption of the new gTLDs and
that anything in excess of this absorption will result primarily from marketing
efforts. Tucows anticipates that as each new gTLD is introduced, there will be
an initial increase in new registrations, which will level off over time. Tucows
anticipates that registration renewals will contribute to its revenues from
domain name registrations as its customers' initial registrations reach the end
of their terms and a portion of these customers renew their registrations.


    Tucows also believes that a large number of the names registered in 1999 and
2000 were registered by domain name speculators who register names with the
intention of reselling them rather than putting them to use. For this reason
Tucows expects that a significant percentage of existing domain name
registrations will not be renewed and will be allowed to lapse. Over time, as
the percentage of names held by speculators decreases, Tucows expects to see an
increase in the renewal rates across the industry. Taking into account all of
these market dynamics, Tucows anticipates that revenues from domain name
registrations will continue to increase.

    Intercosmos Media Group, Inc. accounted for approximately 18% of net
revenues in the three months ending March 31, 2001.

    The increase because of domain name registration services was offset by a
decline in advertising and related services revenues, from approximately
$1.2 million for the three months ended March 31, 2000 to approximately $624,000
for the three months ended March 31, 2001. This decline is primarily the result
of the significant slowdown in online advertising revenue from emerging new
economy companies as they re-assess their online strategies.

    COST OF REVENUES

    Cost of revenues increased $3.5 million, to approximately $4.1 million for
the three months ended March 31, 2001 from $613,000 for the three months ended
March 31, 2000. This increase was due primarily to Tucows' recognizing the
appropriate ratable portion of the cost of registry services from its increased
domain name activity.

    SALES AND MARKETING

    Sales and marketing expenses increased approximately $141,000, or 8%, to
approximately $2.0 million for the three months ended March 31, 2001 from
$1.8 million for the three months ended March 31, 2000. This increase was
primarily due to an increase in employees hired to accommodate the growth of
Tucows' domain name registration services business. This resulted in the number
of Tucows' sales and marketing personnel increasing from 63 at March 31, 2000 to
86 at March 31, 2001. Tucows reassessed its marketing strategies and reduced
marketing expenses from $1.1 million for the three months ended March 31, 2000
to $830,000 for the three months ended March 31, 2001. Tucows anticipates that
sales and marketing expenses will increase in absolute dollars as it develops
its marketing programs, increases its in-house sales force and expands
internationally.

    TECHNICAL OPERATIONS AND DEVELOPMENT EXPENSES

    Technical operations and development expenses increased approximately
$728,000, or 140%, to $1.2 million for the three months ended March 31, 2001
from $518,000 for the three months ended March 31, 2000. This increase was due
to Tucows' efforts to develop, expand and upgrade its technology, transaction
processing systems and network infrastructure as the volume of traffic on its
website and transactional volume through its delivery platform, OpenSRS,
increases. Tucows expects

                                       83

product development expenses to increase in absolute dollars as its business
continues to grow and as it further develops its applications and services.

    GENERAL AND ADMINISTRATIVE

    General and administrative expenses increased $91,000, or 12%, to $844,000
for the three months ended March 31, 2001 from $753,000 for the three months
ended March 31, 2000. This increase was primarily due to additional facility
costs to accommodate Tucows' adding 80 employees. Tucows expects general and
administrative expenses to increase in absolute dollars as it increases its
administrative and executive staff, adds infrastructure and expands facilities
as its business continues to grow.

    AMORTIZATION

    Amortization of property and equipment increased $296,000, or 75%, to
$691,000 for the three months ended March 31, 2001 from $395,000 for the three
months ended March 31, 2000. This increase was primarily due to the additions to
property and equipment, such as computers, furniture and software because of the
additional 80 employees.

    Amortization of intangible assets decreased $1.6 million, or 63%, to
$926,000 for the three months ended March 31, 2001 from $2.5 million for the
three months ended March 31, 2000. This decrease resulted from Tucows'
determination that goodwill relating to its content properties was impaired at
December 31, 2000 and booking a goodwill impairment charge of $10.1 million at
December 31, 2000.

    INTEREST INCOME (EXPENSE), NET

    Net interest income amounted to $26,000 for the three months ended
March 31, 2001, compared to $20,000 for the three months ended March 31, 2000.

    PROVISION FOR INCOME TAXES

    No provision for income taxes has been recorded for the three months ended
March 31, 2001 or March 31, 2000 because Tucows had operating losses for both of
these periods.

YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999


    For the year ended December 31, 1999, Tucows has used pro forma financial
information which is based on the individual statement of operations of the
Tucows division of Tucows Interactive Limited for the period from January 1,
1999 to May 3, 1999 and the consolidated statement of operations of Tucows Inc.
for the period from May 4, 1999 (commencement of operations) to December 31,
1999.


    NET REVENUES

    Net revenues increased $10.9 million, or 303%, to approximately
$14.4 million in 2000 from approximately $3.6 million in 1999. Approximately
$9.5 million of this increase was due to Tucows' beginning wholesale domain name
registration services during 2000. This revenue increase in wholesale domain
name registrations resulted in Tucows deferred revenue from domain name
registrations increasing to $15.8 million at December 31, 2000 from
$0.7 million at December 31, 1999.

    Tucows believes that the growth rate experienced in the domain name
registration market in late 1999 and 2000 is not an indication of anticipated
future growth rates. During that period, substantial numbers of domain name
registrations were driven by factors including:

    - the recognition by businesses that they needed to establish an online
      presence;

    - significant registration activity by domain name speculators, who register
      names with the intention of reselling them rather than putting them to
      use; and

    - extremely strong growth in new business start-ups in the Internet sector.

    In late 2000, the domain name registration market's growth rate began to
decrease; however, Tucows expects it to normalize in the future.

                                       84

    Intercosmos Media Group, Inc. accounted for 12% of net revenues in 2000.

    Net revenue from advertising increased approximately $1.3 million, or
approximately 38%, to approximately $4.7 million in 2000 from approximately
$3.4 million in 1999 as emerging new economy companies increased their online
advertising commitments. This increase is not expected to continue as the
industry began to experience a decline in online advertising revenues primarily
because of the significant economic downturn affecting emerging new economy
companies.

    Barter transactions for the year ended December 31, 2000 represented
approximately 7% of Tucows' total net revenues. The barter transactions during
this period were a result of an increase in promotional campaigns for Tucows'
domain name registration services business.

    Net revenues from digital software distribution increased to approximately
$118,000 from approximately $23,000 in 1999.

    COST OF REVENUES

    Cost of revenues increased $7.4 million, to approximately $7.8 million in
2000 from $341,000 in 1999. This increase was due primarily to the cost of
recognizing the appropriate ratable portion of the cost registry services due to
registering more domain names, especially wholesale registrations.

    SALES AND MARKETING

    Sales and marketing expenses increased approximately $8.6 million, or 345%,
to approximately $11.1 million in 2000 from $2.5 million in 1999. This increase
was caused by the expansion of Tucows' sales force and marketing team by 52
employees during 2000. Tucows incurred additional advertising expenses primarily
to promote its wholesale domain name registration services business. Advertising
expense for the year ended December 31, 2000 amounted to $4.3 million, inclusive
of barter advertising in the amount of $989,000 during the year ended
December 31, 2000 compared to $343,000 for the year ended December 31, 1999.
Tucows also incurred trade show costs in the amount of $1.4 million during the
year ended December 31, 2000.

    TECHNICAL OPERATIONS AND DEVELOPMENT EXPENSES

    Technical operations and development expenses increased approximately
$2.7 million, or 198%, to $4.1 million in 2000 from $1.4 million in 1999. This
increase relates to the addition of approximately 60 employees involved in the
development that Tucows undertook during 2000 to enhance its technology,
transaction-processing systems and network infrastructure relating to its
wholesale domain name registration and digital content services.

    GENERAL AND ADMINISTRATIVE

    General and administrative expenses increased approximately $2.0 million, or
71%, to $4.7 million in 2000 from $2.7 million in 1999. This increase was due in
part to the addition of approximately 10 employees to accommodate growth. Tucows
moved its Toronto, Canada office to a newer, larger facility.

    In 2000, Tucows undertook various financing initiatives including beginning
the process to file a registration statement for an initial public offering. All
financing initiatives undertaken during 2000 have been withdrawn due to market
conditions. As these financing initiatives have been postponed or abandoned,
related costs amounting to approximately $505,000 were expensed during 2000.
There were no corresponding costs during 1999.

    AMORTIZATION

    Amortization of property and equipment increased $1.4 million, or 507%, to
$1.7 million in 2000 from $280,000 in 1999. This increase was primarily due to
the additions to property and equipment, such as computers, furniture and
software and leasehold improvements relating to the new facility in Toronto,
Canada.

                                       85


    Amortization of intangible assets increased $621,000, or 6%, to
$10.7 million in 2000 from $10.1 million in 1999 because of the full year's
amortization on the purchase of substantially all of the assets of the content
business of the Tucows division on May 4, 1999 and the purchase of
Eklektix Inc. in April 2000. During the fourth quarter of fiscal year 2000,
management determined that the value of the goodwill related to its acquisition
of the Tucows division of Tucows Interactive Limited and Eklectix Inc. was
impaired and recorded a write-down of $10.1 million. The impairment is the
result of the significant downturn in the emerging new economy and the overall
decline in the on-line advertising industry.


    INTEREST INCOME (EXPENSE), NET

    Net interest income amounted to $215,000 in 2000, compared to $30,000 in
1999, reflecting the interest earned on the cash and cash equivalents balance
arising from the issuance of Tucows' series A convertible preferred shares in
March, 2000.

    PROVISION FOR INCOME TAXES

    No provision for income taxes has been recorded for 2000 as Tucows had
operating losses for this year. For the year ended December 31, 1999, Tucows
recorded an income tax recovery of $63,000.

YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998


    For the year ended December 31, 1999, Tucows has used pro forma financial
information which is based on the individual statement of operations of the
Tucows division of Tucows Interactive Limited for the period from January 1,
1999 to May 3, 1999 and the consolidated statement of operations of Tucows Inc.
for the period from May 4, 1999 (commencement of operations) to December 31,
1999.


    NET REVENUES

    Net revenues increased approximately $1.3 million, or 58%, to approximately
$3.6 million in 1999 from approximately $2.3 million in 1998. This increase in
net revenues was primarily due to increased volume of advertising sales. As the
Tucows name became more well known, Tucows' website received more page views,
making it more attractive for businesses to advertise on. Two customers
accounted for 10% of net revenues in 1999 and 1998. Advertising revenues from
barter transactions for the period ended December 31, 1999 represented
approximately 12% of net revenues.

    COST OF REVENUES

    Cost of revenues increased $243,000, or 248%, to $341,000 in 1999 from
approximately $98,000 in 1998. This increase was primarily due to additional
communication costs resulting from increase network activity required to support
and deliver Tucows' services.

    SALES AND MARKETING


    Sales and marketing expenses increased approximately $1.8 million, or 259%,
to $2.5 million in 1999 from $696,000 in 1998. This increase was primarily due
to increased costs incurred to hire additional employees to accommodate
increased advertising sales volumes and to build a call center and technical
support department. Tucows incurred additional spending for advertising and
trade shows to promote its digital content services.


    TECHNICAL OPERATIONS AND DEVELOPMENT EXPENSES

    Technical operations and development expenses increased $891,000, or 180%,
to approximately $1.4 million in 1999 from $494,000 in 1998. This increase was
primarily due to costs incurred as Tucows hired additional employees to
accommodate the increased demand on its development group as it prepared to
launch its wholesale domain name registration services business.

                                       86

    GENERAL AND ADMINISTRATIVE

    General and administrative expenses increased approximately $2.1 million, or
298%, to approximately $2.8 million in 1999 from $691,000 in 1998. This increase
was primarily due to costs incurred as Tucows hired additional employees in
response to the increased demand on its finance, human resources and business
development groups as it prepared to launch its wholesale domain name
registration services business.

    DEPRECIATION AND AMORTIZATION

    Depreciation of property and equipment increased approximately $111,000, or
66%, to $280,000 in 1999 from $169,000 in 1998. This increase was primarily due
to additional computer equipment that was purchased in response to the hiring of
more employees.


    Amortization of intangible assets increased to approximately $10.1 million
because of the purchase of substantially all of the assets of the content
business of the Tucows division on May 4, 1999. There was no amortization of
intangible assets for the year ended December 31, 1998.


    INTEREST INCOME (EXPENSE), NET

    Net interest income amounted to $30,000 in 1999, reflecting the interest
earned on the cash and cash equivalents balance arising from the issuance of
Tucows' series A convertible preferred stock on May 4, 1999. Interest expense
for 1998 was $5,000.

    PROVISION FOR INCOME TAXES

    Income taxes recoverable of approximately $63,000 were recorded in 1999,
while an income tax provision of $55,000 was provided for in 1998.

                        LIQUIDITY AND CAPITAL RESOURCES

    Tucows has financed its operations primarily through private placements of
series A convertible preferred shares, which totaled approximately
$40.3 million in aggregate net proceeds through March 31, 2001.

    On May 4, 1999, Tucows sold and issued 27 million shares of series A
convertible preferred stock for gross proceeds of $31 million. During
September 1999, Tucows issued a working capital call amounting to $4 million to
the holders of its series A convertible preferred stock, as provided for in the
stockholders agreement dated May 4, 1999. No additional series A convertible
preferred shares were issued relating to this working capital call. On
March 21, 2000, Tucows issued and sold approximately 1.7 million additional
shares of series A convertible preferred stock for proceeds of $5.3 million.


    In January 2001 substantially all of Tucows' stockholders subscribed for the
right to acquire shares of series A convertible preferred stock for total
proceeds of $3.0 million. Under the agreement under which these rights were
acquired, the number of shares to be issued was to be determined by the
valuation used by Tucows in its next equity financing less a discount of 25%. It
is anticipated that immediately before completion of the merger these rights
will be exercised for approximately 4 million shares of Tucows common stock.


    As of March 31, 2001, Tucows had net cash and net cash equivalents of
approximately $1.1 million.

    Tucows' operating activities used net cash of approximately $454,000 during
the year ended December 31, 2000, and approximately $1.1 million during the
period beginning May 4, 1999 and ending December 31, 1999. Net cash used in
operating activities for the year ended December 31, 2000 resulted primarily
from the net losses for the period and increases in prepaid domain name registry
fees. This was partially offset by increases in accounts payable, accrued
liabilities, customer deposits and deferred revenues. The increases in prepaid
expenses, customer deposits and deferred revenues were primarily due to Tucows'
beginning registration of wholesale domain names. Net cash used in operations
for the period ended December 31, 1999 resulted primarily from the net losses
for the

                                       87

period and increases in accounts receivable and prepaid expenses. This was
partially offset by increases in accounts payable, accrued liabilities and
deferred revenues.

    Tucows' operating activities used approximately $2.6 million during the
three months ended March 31, 2001, and approximately $122,000 for the three
months ended March 31, 2000. Net cash used in operating activities for the three
months ended March 31, 2001 resulted primarily from net losses for the period,
increases in prepaid digital certificates and domain name registry fees and a
decrease in accounts payable. This was partially offset by increases in deferred
revenue and accrued liabilities. Net cash used in operating activities for the
three months ended March 31, 2000 resulted primarily from net losses for the
period and increases in prepaid domain name registry fees. This was partially
offset by the amortization of intangible assets and increases in deferred
revenue.

    Tucows' investing activities for the year ended December 31, 2000 used net
cash of approximately $4.4 million, and for the period ended December 31, 1999
used net cash of approximately $32.3 million. Tucows' investing activities for
the three months ended March 31, 2001 used cash of approximately $1.5 million,
and for the three months ended March 31, 2000 used cash of approximately
$706,000. The primary use of cash during the period ended December 31, 1999 was
$30 million paid as partial consideration for Tucows' purchase of the assets of
the Tucows division of Tucows Interactive Limited on May 4, 1999. Other
investing activities in the periods reflect the purchase of computer equipment,
software, furniture and equipment to support Tucows' growing number of
employees.

    Tucows' capital requirements depend on numerous factors, including

    - its ability to produce revenues,

    - product development needs,

    - hiring requirements,

    - ability to form alliances with strategic partners,

    - market acceptance of its services, and

    - the amount of resources it invests in content and site development and
      sales and marketing promotions.

Tucows expects to devote substantial resources to

    - continue its product development efforts,

    - expand its sales, support, marketing and product development
      organizations,

    - expand internationally and

    - build the infrastructure necessary to support its growth.

    On April 26, 2001, as required under the merger agreement between Tucows and
Infonautics, Infonautics loaned Tucows $1.3 million. The loan is due and payable
on August 31, 2001. The loan is secured by a security interest in substantially
all of the assets of Tucows.

    In June 2001 XDL Capital Corporation agreed to provide Tucows with a loan of
$2.5 million. The loan is due and payable on the earlier of four months from the
date of the first drawdown or ten business days after completion of the merger
with Infonautics. The loan is secured by a security interest in substantially
all of the assets of Tucows and is subordinate to Infonautics' security
interest. XDL Capital Corporation is the management company for a stockholder of
Tucows, XDL U.S. Holdings Inc.

    Tucows anticipates that capital expenditures will continue to increase in
absolute dollars. Based on Tucows' operations and assuming the completion of the
merger, Tucows believes that its cash flow from operations will be adequate to
meet its anticipated requirements for working capital and capital expenditures
for at least the next 12 months. Tucows may then need to, or before that time it
may choose to, raise additional funds or seek other financing arrangements to
facilitate more rapid expansion, including significant increases in personnel
and office facilities, to develop new or enhance existing products or services,
to respond to competitive pressures, or to acquire or invest in complementary
businesses, technologies, services or products.

                                       88


    If additional financing is required, Tucows may not be able to raise it on
acceptable terms or at all, and additional financing may be dilutive to existing
investors. Although there are no understandings, commitments or agreements about
any acquisition of other businesses, products or technologies, except for the
merger with Infonautics, Tucows may also evaluate potential acquisitions of
other businesses, products and technologies. To complete potential acquisitions,
Tucows may issue additional securities or need additional equity or debt
financing and any additional financing may be dilutive to existing investors.


                    QUALITATIVE AND QUANTITATIVE MARKET RISK

    Tucows develops products in Canada and sells these products in North America
and Europe. Generally, Tucows' sales are made in local currency, which has been
primarily United States dollars. Tucows' financial results could be affected by
factors such as changes in foreign currency exchange rates or weak economic
conditions in foreign markets. Tucows does not use derivative instruments to
hedge its foreign exchange risk. Tucows' interest income is sensitive to changes
in the general level of Canadian and U.S. interest rates, particularly since the
majority of its investments are in short-term instruments. Based on the nature
of its short-term investments, Tucows has concluded that there is no material
market risk exposure.

                                       89

                            BUSINESS OF INFONAUTICS

    The business operated by Infonautics is described in Infonautics' annual
report on Form 10-K which accompanies this joint proxy statement/prospectus.

                               BUSINESS OF TUCOWS

OVERVIEW

    Tucows distributes business applications, digital services and content to
end users through a global Internet-based distribution network of resellers.
These resellers are a heterogeneous group of companies including Internet
service providers, web hosting providers, telecommunications and cable
companies, and numerous others. Tucows refers to its customers as managed
service providers, or MSPs and sometimes as resellers. Tucows' services are
provided on a wholesale or private label basis, allowing MSPs to deal directly
with their own end-user customers. By using Tucows' services, MSPs are able to
avoid the costs and complexities of building in-house systems and to focus on
their customer acquisition and retention strategies.

    Tucows' objective is to use its global sales and distribution channel to
become a leading distributor of e-business applications and services on the
Internet. Tucows' OpenSRS division provides a technical infrastructure that
allows MSPs to register and manage the delivery of domain names and other
digital applications and services to end-users. Tucows' accelerated content
delivery system, a network of over 1,000 partners located around the world,
allows partners to quickly and efficiently deliver software and digital content
to their consumers. Through the website, www.tucows.com, and its accelerated
content delivery system, Tucows served over 90 million page views and 6 million
unique visitors and facilitated 6 million digital content downloads in
December 2000.


    The Tucows website was founded in 1994. Tucows was primarily in the business
of aggregating and offering software for download. The Tucows website was
acquired by ComputerLink Online in 1995, which was subsequently re-named Tucows
Interactive Limited. Tucows Interactive Limited was primarily in the business of
providing Internet access and related services and carried on its business of
aggregating and offering software for download through its Tucows division. On
April 26, 1999 Tucows Inc. was incorporated to purchase substantially all of the
assets of the content business of the Tucows division from Tucows Interactive
Limited, and the original owners of ComputerLink Online sold the significant
majority of their interest to Tucows' principal stockholders.


    Tucows uses the unbiased content provided by its content group to provide a
platform for advertisers to create brand awareness and sell products to its
large, technologically sophisticated audience. The website creates brand
awareness for Tucows, solidifies its reputation for serving the interests of
Internet end-users and creates significant opportunities to develop and expand
relationships with MSPs.

    On April 4, 2000, Tucows acquired Eklektix Inc., publishers of one of the
leading sources for information on current happenings in the Linux world, Linux
Weekly News. Tucows uses Linux Weekly News to increase its influence in the open
source community.

    Liberty Registry Management Services Inc, a wholly-owned subsidiary of
Tucows, was selected by Afilias Limited to provide technical registry management
services for the registry operations. Afilias, a consortium of 18 registrars,
has been selected by ICANN, the Internet Corporation for Assigned Names and
Numbers, to establish a registry for the new generic top level domain, .info.
The .info generic top level domain, or gTLD, is the only new gTLD in the current
round of additional gTLDs that has no restriction or limitation on the use and
purpose of the domain name. Tucows also has a small equity stake in Afilias.
Tucows expects the new registries to launch in the second half of 2001, although
their ability to begin technical and other operations and is not assured.

                                       90

INDUSTRY BACKGROUND

    EMERGENCE OF THE MANAGED SERVICES INDUSTRY

    The Internet has emerged as a global medium, enabling millions of people to
share information, communicate, and conduct business electronically. The growth
in Internet users, combined with the web's reach has created a powerful channel
for conducting commerce, marketing and advertising. This growth in Internet
usage and e-commerce provides significant opportunities for organizations of all
types and sizes to improve operational efficiencies and produce additional
revenues through new Internet-only channels. Conversely, the Internet has given
rise to additional competitive pressures due to shifting and increasingly
diversified supplier and consumer demands. These pressures are leading
organizations to adopt new Internet based business models, requiring the use of
a wide array of e-business applications and services that perform a variety of
vital functions, including:

    - access to the Internet;

    - domain name registration;

    - high performance web hosting and server hosting facilities;

    - e-mail and other advanced messaging, or groupware, applications;

    - e-commerce enabling applications;

    - hosted customer relationship management software and services; and

    - hosted billing and administration software and services.

    Tucows refers to Internet businesses that provide these applications and
services as managed service providers or MSPs. These businesses often operate
as:

    - Internet service providers, which provide end-users with access to the
      Internet through dial-up, high speed and dedicated private line hookups;

    - telecommunications companies and cable service providers;

    - web hosting companies, which offer corporate customers and individual
      users hosting of their web site on a commercial web server at a unique
      domain registered to the customer;

    - system and network management providers, which offer high end server
      hosting facilities for web based businesses and corporations;

    - domain name MSPs, which facilitate domain name registrations in .com,
      .net, .org and country code domains;

    - value-added MSPs of internal and external networks, which are typically
      consultants that assist companies with systems management, application
      procurement, installation, maintenance and training; and

    - original equipment manufacturers of network servers and appliances.

    MSPs typically provide a critical component of an end-user's Internet
presence and have a very high level of interaction with the Internet end-user.
End-users can range from individuals to large corporations. MSPs tend to
specialize in one particular application or service. Once an MSP has secured an
end-user as a customer by providing excellent service in one area of specialty,
it has an opportunity to provide this customer with additional applications and
services. In most cases, end-users will contact MSPs first when they seek to
learn more about, or to purchase, additional applications and services.
Providing a range of applications and services to end-users creates stronger
relationships between MSPs and end-users, increases the costs of switching to
another MSP and leads to increased revenues per end-user. The relationship
between MSPs and end-users typically involves the payment of

                                       91

recurring fees, which results in end-users being more receptive to purchasing
additional applications and services.

    TREND TOWARDS OUTSOURCING

    While MSPs are capitalizing on the growth in Internet usage and the demand
for new e-business applications and services, they also face significant
competition from numerous other MSPs offering similar applications and services.
This has led to a greater focus on core competencies, as MSPs are increasingly
seeking to outsource non-core applications and services that they provide to
their end-users. Outsourcing enables these MSPs to better focus on their
customer acquisition and retention efforts by eliminating the need to own,
develop and support non-core applications in-house.

    DOMAIN NAME REGISTRATION BACKGROUND

    The Internet domain name registration system is composed of two principal
functions: registry and registrar. The registry maintains the database that
contains the domain names registered in the top level domains and their
corresponding Internet protocol addresses. The registrar acts as an intermediary
between the registry and individuals and businesses, referred to as registrants,
seeking to register domain names.

    The domain name system is organized according to industry custom by levels,
so that, for example, in the domain name mybrand.com, .com is the top level
domain and mybrand is the second level domain. Top level domains are classified
as either generic, or gTLDs, or country code, or ccTLDs. The most common gTLDs
are .com, .net and .org, and the new gTLDs are expected to be introduced in the
second half of 2001.

    There are over 350 different country code top level domains, such as .co.uk
and .org.uk for the United Kingdom, .de for Germany and .jp for Japan,
representing over 240 countries. Each registry for country code domain names is
responsible for maintaining and operating its own database of registered domain
names. Some country code domains are unrestricted and allow anyone, from
anywhere, to register their domain names on a first-come, first-served basis.
Others require that prospective registrants have a local presence in the country
to be able to register domain names in that country. While there have been
movements directed at creating uniform domain name registration rules and
registrar administration guidelines, there has been no international uniformity.

    From January 1993 until April 1999, Network Solutions, now a part of
VeriSign, Inc., was the sole entity authorized by the U.S. government to act as
registrar and registry for domain names in the .com, .net and .org top level
domains. VeriSign continues to act as sole registry for the .com, .net and .org
domains, maintaining the files in the shared registration system for these
domains and the directory databases listing these domain names and their
numerical addresses.

    In October 1998, the Department of Commerce called for the formation of a
non-profit corporation to oversee the management of the .com, .net and .org
domains and in November 1998, the Internet Corporation for Assigned Names and
Numbers, commonly known as ICANN, was recognized as this non-profit corporation.
In January 2000, Tucows began operations as an ICANN accredited registrar and
began to register domain names in the .com, .net and .org domains. As of
June 25, 2001, there were 164 ICANN-accredited registrars of which only 88 are
connected to the shared registration system maintained by VeriSign and offering
registrations.

    In November 2000, ICANN approved bids for the following seven new generic
top level domain registries: .info, .biz, .pro, .name, .museum, .coop and .aero.
Tucows expects at least four of the new gTLDs, .info, .biz, .name and .pro, to
begin selling registrations through registrars in the second half of 2001.

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    Also in November 2000, the .com, .net and .org registry launched a test
through which it began to accept multilingual domain name registrations, domain
names using non-Roman characters. Initially, the test accepted registrations in
the Japanese and Korean character sets and in two Chinese character sets. In
February 2001, the registry expanded the test to accept registrations in
additional languages including French, German, Spanish and Russian. Additional
character sets including Hebrew, Thai and Tibetan have been added to the test in
April 2001. The names began to function in June 2001. There are now more than
350 languages available.

    GROWTH IN DOMAIN NAME REGISTRATIONS


    Because end-users typically require a domain name to receive, enhance or
better personalize their use of new e-business applications and services, it is
critical that MSPs provide domain name registration and related support
services. Tucows believes that the market for domain name registrations will
continue to grow because of the continuing growth and convergence to the
Internet and the development of the domain name registration industry, including
the introduction of new gTLDs. This growth will be driven primarily by:


    - INDIVIDUALS. As more people begin to use the Internet and as online
      activities become a greater part of family communications and identities,
      individuals will want to establish their own unique presence on the
      Internet;

    - ORGANIZATIONS. Because of the significant growth in electronic commerce
      and the increasing focus on the global promotion and protection of their
      identities, organizations will continue to be significant users of domain
      name registration services;

    - SMALL OFFICES AND HOME OFFICES. As small offices and home offices
      increasingly move their businesses online, the demand for domain name
      registration and related online applications and services will continue;
      and

    - INTERNATIONAL MARKETS. Although the Internet's historical growth has
      primarily been driven by the U.S. market, adoption of the Internet is
      growing internationally. This growth will lead to a greater demand for
      domain name registrations.

    Further, organizations use domain names for a number of distinct purposes
including promoting:

    - PRODUCTS AND SERVICES. Registering products and services as domains and
      establishing Internet identities related to particular products and
      services which are key components of a promotional, marketing and brand
      protection strategy;

    - EVENTS. Events, such as movies, sporting events and political campaigns,
      which represent additional name registration opportunities as individuals
      or organizations increasingly turn to the Internet to differentiate and
      promote their events; and

    - REGIONAL COMMERCE. Businesses are increasingly localizing their global
      on-line presence and commerce efforts to accommodate different cultures,
      currencies, languages and delivery requirements. Tucows believes that this
      trend will lead to an increased demand for country-code registrations.

    THE NEED FOR A DEDICATED OUTSOURCING SOLUTION

    Offering e-business applications and services such as domain name
registration is a complex technological challenge. Historically, MSPs would need
to build proprietary, in-house systems or source applications and services from
a fragmented array of third party providers. The ability to offer a large number
of disparate services requires:

    - tracking of administration, billing and usage;

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    - integrating information and functionality from multiple sources;

    - delivering content, applications and services in a robust, scalable and
      efficient manner; and

    - implementing and managing these services with a sufficient level of
      technical human resources.

    Tucows believes that MSPs will seek a reliable, trustworthy and
comprehensive source to deliver many of these applications and services.

TUCOWS' SOLUTION

    Tucows manages an Internet-based distribution network through which Tucows
delivers business applications and services and digital software content to a
network of over 5,000 MSPs in over 100 countries. Tucows' services are designed
to allow MSPs to provide a higher level of customer service and performance, to
enhance revenue per customer through offering additional products and services,
to avoid the costs and complexities of building in-house systems and to focus on
their customer acquisition and retention strategies. Tucows believes that its
services to MSPs offer the following benefits:

    AN ATTRACTIVE OUTSOURCING PROPOSITION

    Applications and services distributed by Tucows allow its MSPs to focus on
their customer acquisition and retention while avoiding the costs of developing,
implementing and maintaining hardware and software systems extraneous to their
core businesses. Tucows' services simplify product integration and
administration for its MSPs and provide them with applications at economies of
scale. Web certificates and domain name registration services are provided on a
generic basis that allows the Tucows customer to interact directly with its
clientele, thus strengthening the MSP's relationships and enhancing the MSP's
brand. Tucows also acts as the technical and administrative intermediary with
domain regulators and provides input on domain policy on behalf of its MSPs.

    EASE OF INTEGRATION AND SUPPORT

    Tucows' OpenSRS software system operates using open source principles. Open
source is an industry term used to indicate a permissive software license that
allows the recipient to use the software for any purpose, view the operating
source code for the software, make modifications to this source code, distribute
and retain legal rights to any modifications. The open source methodology
provides the following benefits to Tucows and its MSPs:

    - RELIABILITY. Tucows' software platform is subject to extensive review and
      validation by third party developers in a public forum. The system has
      been tested in different operating environments.

    - SCALABILITY. Tucows enables its clients to offer domain names and other
      easily integrated additional applications and services to end-users.

    - FLEXIBILITY. Tucows enables its clients to offer a variety of applications
      and services from multiple sources such as VeriSign, national registries
      and web certificate providers.

    - EASE OF USE. Tucows allows its clients to administer a variety of
      applications and services from a single, easy to use interface.

    EXPERIENCE IN FOCUSING ON SOLUTIONS FOR MSPS

    Tucows focuses on the challenges facing its MSPs as they compete to attract
and retain their clients. For example, the OpenSRS domain name registration
system was developed to provide a cost-efficient, reliable and generic domain
name registration system. Its expanded operational capabilities now enable
Tucows' clients to attract and retain their customers with the sale of
additional

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applications and services, such as web certificates. Tucows has also developed a
system that avoids bottle-necks and disruptions when downloading information on
the Internet by locating software libraries closer to end-users on its MSPs'
networks. Members of Tucows' management team have previously held senior level
management positions with MSPs and have the experience to understand and manage
the competitive challenges facing these companies.

    GLOBAL REACH

    By working directly with a global customer base, Tucows has acquired
experience that enables it to manage a number of regional challenges, including
language differences, local regulations and process requirements, privacy
legislation and local currency exchange and payment regulations. Tucows supports
MSPs located in over 100 countries.

TUCOWS' STRATEGY

    Tucows' objective is to use its global network of MSPs to become a leading
distributor of e-business applications and services on the Internet. The key
elements of its strategy include:

    CONTINUE THE PRIVATE LABEL FOCUS


    Tucows plans to continue to offer its e-business applications and services
to its MSPs on a wholesale, or private label, basis. Tucows believes that its
MSP customers view it as a partner, rather than as a competitor, for providing
applications and services to end-users. Tucows focuses on addressing its MSP
customers' technical requirements and business objectives and on providing
applications and services that MSPs require to grow their businesses. Tucows is
dedicated to providing a high degree of flexibility to its MSPs' end-users by
offering products and services from a wide variety of third party providers in
any given application category. By delivering applications and services on a
private label basis, Tucows avoids the high marketing costs typically related to
building a brand on the Internet. Tucows uses its MSPs' marketing efforts and
allows them to maintain their relationships with and promote their brands to
their end-users. Tucows has built its business and its brand, through use and
reputation, not marketing and public relations.


    EXPAND ITS NETWORK OF MSPS

    Tucows plans to expand its network of MSPs. Tucows believes that it has
grown because of the level of trust and credibility it has established with
MSPs, its high level of customer service, the ease of use of its platform and
its competitive approach to pricing. Since January 2000, Tucows has added over
5,000 MSPs to its network without significant sales efforts. Tucows intends to
complement this existing growth through a direct sales campaign. It also intends
to market its domain name registration and other services to MSPs that only
carry Tucows' software libraries.


    Tucows intends to continue to expand its network internationally. The Tucows
network has MSPs in more than 100 countries, and Tucows markets its applications
and services through sales personnel dedicated to penetrating targeted
geographic regions. Tucows markets applications and services in English,
Spanish, French, German, Korean, Japanese, Portuguese, Hindi, including numerous
South Asian dialects, Mandarin and other languages and dialects. Tucows intends
to offer its customers the ability to register domain names in numerous country
codes and will expand this number to meet its customers' global needs. Tucows is
also involved in negotiations with several foreign governments to act as their
exclusive domain name registry.


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    CONTINUE TO USE NETWORK EFFECTS


    Tucows believes that the growth of its MSP network and the growth of the
range of applications and services it distributes will be interrelated. As the
number of MSPs in Tucows' network increases, Tucows believes that it will be
able to distribute applications and services to a larger number of end-users,
which will make it more attractive for third parties to provide applications and
services to Tucows for distribution. In turn, as Tucows acquires more
applications and services for distribution, there will be more incentive for
MSPs to become part of the Tucows network.


    CAPITALIZE ON ADDITIONAL REVENUE OPPORTUNITIES

    By increasing the number of applications and services Tucows offers and by
promoting them to its MSPs, Tucows believes that it will be able to produce
higher revenues from its customers. Tucows provides domain name registration,
advertising and co-branding services, software distribution services and web
certificates. To create further opportunities for revenue growth, Tucows also
intends to offer, generally on an outsourced, private label basis from one
integrated interface:

    - Domain name registration services for the new gTLDs, including .biz,
      .info, .name and .pro and additional multilingual domain names when and if
      they become available in the marketplace. As the domain name market
      matures, and Tucows' renewal and transfer efforts become increasingly
      important to increasing the lifetime economic value of its customer base,
      Tucows is committed to making its automated transfer and renewal services
      more efficient and easier to use. Finally, Tucows will continue to expand
      the number of country codes in which its customers can register domains
      through it so that it can help them meet their global needs;

    - Renewal services to encourage Tucows' customers to renew their domain name
      registrations with it is of great importance as their renewals will allow
      Tucows to increase profitability by lowering overall marketing costs. Over
      time, Tucows believes that its focus on customer service and the adoption
      by its customers of its additional products and services will have a
      positive impact on renewals;

    - Messaging products, including web based and regular e-mail and integration
      with offline messaging; and

    - Payment processing, allowing Tucows' MSPs to receive money from end-users
      in a much more seamless fashion, especially internationally.

    To provide a full range of features and performance capabilities in its
product categories, Tucows intends to offer services from numerous third party
providers. This allows its MSPs to provide their end-users with the ability to
choose the products and services that are best suited to their individual needs.

    BUILD STRATEGIC ALLIANCES

    Tucows intends to continue developing strategic alliances to expand its
product offerings, extend its platform and increase its sales. For example,
Tucows has entered into a strategic relationship with Entrust Technologies to
provide digital certificates.

TUCOWS' PRODUCTS AND SERVICES

    Tucows offers its applications and services to its network of MSPs and
directly to end-users. Its principal applications and services include domain
name registration services, digital certificate delivery and digital content
distribution.

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    DOMAIN NAME REGISTRATION SERVICES

    Tucows offers wholesale and retail domain name registration services in
the.com,.net and.org generic top level domains, or gTLD's, and the .uk, .ca, .vc
and .tv country code top-level domains, or ccTLDs. Since November 2000, Tucows
has participated in the multilingual .com, .net and .org test through which the
registry began to accept multilingual domain name registrations, that is, domain
names using non-Roman characters. Multilingual domain names are now available in
more than 350 languages.

    Key components of Tucows' domain name registration services include:

    - OpenSRS: Tucows' wholesale service is designed to enable MSPs to register
      domain names for their end-users. Pricing is based on a per name, per year
      charge. Tucows imposes no restrictions on the prices charged by the Tucows
      client to its customers;


    - Domain Direct--www.domaindirect.com: Tucows' retail domain name
      registration service allows consumers to register, develop, use and manage
      their web sites. Included in the service is the ability to refer a domain
      name to a free web site such as Geocities or Tripod to avoid the expense
      of web hosting; and


    - OpenRG--open registration gateway: A service that allows ICANN accredited
      registrars to use Tucows' technical systems to process domain name
      registrations. OpenRG enables registrars to use a proven system without
      incurring the costs of building their own technical infrastructure. OpenRG
      also includes professional service elements, including custom development,
      data management and systems administration.

    DIGITAL CERTIFICATE DELIVERY

    Tucows has entered into a partnership with Entrust.net Inc. to provide its
MSPs with the ability to purchase digital certificates through the OpenSRS
system. Digital certificates authenticate identities over the Internet and
secure transactions between buyers and merchants. Tucows offers this service
exclusively to MSPs on a private label basis so that they may involve their
brand in selling digital certificates to their end-users, which is especially
important in a trust-related service such as digital certificates.

    DIGITAL CONTENT DISTRIBUTION

    Tucows distributes software and other digital content both through
distribution directly to consumers and through its accelerated content delivery
network.

    Its digital content distribution services include:

    - Tucows website, www.tucows.com, is designed to provide consumers with fast
      access to Tucows' extensive libraries of software and digital content.
      Primary navigation is designed around users selecting the libraries of
      interest to them, such as Windows or Linux. There are 11 main libraries
      containing a total of over 30,000 titles. Each software title in Tucows'
      library is reviewed, virus-tested and rated on a scale of one to five.
      Revenue is produced from the Tucows web site through advertising and
      co-branding agreements.

    - The accelerated content delivery network sends Tucows' software and
      digital content libraries to its MSPs' networks, which are the initial
      access points where end-users connect to the Internet. Tucows has entered
      into relationships with approximately 1,000 partners around the world.
      Each

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      partner that agrees to use the accelerated content delivery network is
      expected to download the content libraries it offers at least once a day.
      Advantages of this service include:

       - BANDWIDTH SAVINGS AND FASTER DOWNLOADS: Having Tucows' software
         libraries on its clients' local networks conserves Internet bandwidth
         and reduces the client's bandwidth costs. Because traffic from the
         subscriber base remains local to the client's network, consumers
         receive a faster download.

       - FLEXIBLE AND CUSTOMIZABLE: Tucows enables content providers to choose
         from among a broad range of software libraries so that they are able to
         customize their offerings to best satisfy local interests.

       - TUCOWS RATING SYSTEM: Each software title offered by Tucows is reviewed
         by Tucows' editorial staff, allowing the MSPs end-users to sort through
         the huge range of alternative software titles available to them in any
         given category.

    Tucows also operates:

    - Linux Weekly News, acquired by Tucows in early 2000, to provide users with
      additional editorial content relating to Linux and the open source
      community in general.

    - Tucows' proprietary Newshub provides technology for a network of over
      2,000 web sites. Newshub allows for the mining and aggregating of news
      headlines and other online informational content from a variety of
      different sources.

PLANNED PRODUCTS AND SERVICES

    Tucows intends to deliver the following new applications and services
through the OpenSRS platform:

    - LIBERTY XRS. Through a wholly owned subsidiary, Liberty Registry
      Management Services Inc., Tucows will begin to offer top-level technical
      management services to third parties, primarily existing country-code
      registries and generic top-level domain registries. The service will
      enable a registry manager to provide world-class domain registration
      services to its clients.

    - NEW GENERIC TOP-LEVEL DOMAINS. In November 2000, ICANN approved bids for
      the following seven new top-level domain registries: .biz, .info, .pro,
      .name, .museum, .coop and .aero. While there can be no guarantee that they
      will successfully launch, Tucows expects at least four of the new TLDs,
      .biz, .info, .name and .pro, to begin selling registrations through
      registrars in the second half of 2001. Tucows will integrate a number of
      these registries into the OpenSRS system.

    - COUNTRY CODE TOP LEVEL DOMAIN REGISTRATION SERVICES. Tucows offers MSPs
      the ability to provide registrations in the .uk for United Kingdom, .ca
      for Canada, .tv for Tuvalu and .vc for Saint Vincent domains. Tucows is
      negotiating with various other national registries to offer additional
      country code registration services.

    - MESSAGING. Tucows intends to provide its MSPs with the ability to offer
      collaborative groupware services to their client base directly through the
      OpenSRS interface.

CUSTOMER SUPPORT

    Tucows seeks to provide superior customer service by anticipating the
technical requirements and business objectives of its MSPs. Tucows also provides
its MSPs with technical advice to help them understand how Tucows' applications
and services can be customized for their particular needs. MSPs may contact
Tucows by e-mail, toll-free telephone service and instant chat facilities. A
library of frequently asked questions and answers is made available to all MSPs
through Tucows' website.

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    Tucows' customer service team consists of trained technicians who provide
support in many languages. These staff members handle general inquiries,
investigate the status of orders and payments and answer technical questions
about Tucows' applications and services. Customer inquiries, customer service
representatives monitor site and network operations, refer complex problems to
technical teams for resolution and make recommendations for future enhancements.

    Tucows employs a number of customer service techniques that are specific to
its applications and services and to the Internet. For example, Tucows uses the
Internet to provide support directly to MSPs by effecting changes on their
computers residing on their networks, often behind firewalls.

    Tucows also uses its own online discussion forums to communicate with its
MSPs. These forums have been used to discuss:

    - suggestions or feedback on new features;

    - marketing promotions;

    - domain policy positions; and

    - negotiation of agreements.

These forums are open to the public, which increases the level of scrutiny
Tucows faces and the standard to which it is held. This, in turn produces
credibility with the MSPs. Problems are raised that are often solved by other
customers who have faced similar situations. This greatly increases the speed
and breadth of response the customer is able to receive in a cost effective
manner.

TECHNOLOGY AND INFRASTRUCTURE

    Tucows employs advanced software and hardware, combining internal expertise
with industry standard technology to create a proprietary software and platform
infrastructure.

    TUCOWS OPENSRS PLATFORM

    The OpenSRS platform provides a way for MSPs to access applications and
services, without having to make substantial investments in their own software
or hardware. The client software is distributed on the MSPs' servers, which
provides the OpenSRS platform with a high degree of scalability. It allows
Tucows to add customers and services without overburdening its own centralized
systems. As the client code is open source, Tucows MSPs can supplement Tucows
software so that it better integrates with their own systems.

    The key components of Tucows' transactional platform include:


    - TUCOWS' OPENSRS SERVER: This system acts as an interface between third
      party suppliers, including VeriSign's global registry service and Tucows'
      MSPs. This is the component of the platform through which all MSPs
      complete transactions. It allows MSPs and their customers to add, delete,
      change and transfer domain names in an automated fashion.


      The OpenSRS server also provides MSPs with a comprehensive set of tools to
      allow them to easily operate, administer and manage the domain names of
      their clients, the registrants. These tools are accessible by Tucows' MSPs
      through the Internet and enable them to monitor domain name registrations
      as they occur, and perform other administrative functions. The tools also
      allow Tucows' MSPs to efficiently manage a large number of domains
      belonging to a single registrant. For example, the administrative contact
      for a large number of domains can be changed using a single screen.

                                       99

      The OpenSRS server also facilitates country-code top-level domains and
      multilingual domains, including the ability to process the different
      communication protocols, price points, taxes and policies of the various
      top-level domains.

    - TUCOWS OPENSRS CLIENT: The OpenSRS client usually resides on the servers
      of channel partners and communicates with the OpenSRS server over the
      Internet using Tucows' published interface protocol. The OpenSRS client
      also allows MSPs to seamlessly and transparently integrates their existing
      web sites with Tucows' OpenSRS server. The OpenSRS client also provides
      MSPs and their end-users with tools to administer multiple domains. The
      OpenSRS client was developed as open source software, which allows Tucows'
      MSPs to make changes to the software as required to meet their particular
      needs and to ease the integration of the client code into their billing,
      payment and other administrative systems.

    DIGITAL CONTENT DISTRIBUTION NETWORK ARCHITECTURE

    Tucows manages an extensive network for distributing software and other
digital content using proprietary software and standard hardware. The key
elements of the accelerated content delivery network include main hubs that
Tucows owns and servers that are owned by clients located at their facilities.
As of March 31, 2001, the Tucows network reached over 1,000 servers in over 100
countries.

COMPETITION

    The market for Internet applications and services including domain name
registrations, software and content distribution and other e-business services
is rapidly evolving and highly competitive. Tucows' competition may be divided
into groups consisting of:

    - other domain name registrars who market private label offerings to MSPs;

    - domain name registrars who market domain names primarily on a retail
      basis, such as Network Solutions and Register.com, who compete with
      Tucows' MSPs for end-users;

    - providers of content and services to web sites and MSPs, such as Openwave,
      and Critical Path;

    - providers of software downloads and other open source related content,
      such as CNET and VA Linux;

    - Internet service providers and web hosting providers, such as Concentric
      Network, DIGEX, Exodus Communications, Genuity and MCI Worldcom;

    - major technology providers, such as Cisco Systems, IBM, Intel and Nortel
      Networks;

    - Internet portals, such as AOL, Excite@Home and Yahoo; and

    - telecommunications, cable and wireless companies.

    Tucows expects to experience significant competition from the companies
identified above, and, as its business develops and Tucows competes in an
increasingly broad range of e-business services, Tucows expects to encounter
competition from other providers of Internet services. Internet service
providers, web hosting companies, e-mail hosting companies, outsourced
application companies, country code registries and major telecommunication firms
may broaden their service offerings to include outsourced domain name
registrations and other e-business solutions.

    Tucows believes that the primary competitive factors in its domain name
registration and digital content distribution businesses are:

    - providing cost savings over in-house solutions by relieving customers of
      expenses of acquiring and maintaining hardware and software and the
      associated administrative burden;

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    - providing greater functionality and access to e-business applications and
      services, which in turn enables customers to choose the application that
      best suit their end-users' needs;

    - enabling MSPs to maintain their relationships with their end-users; and

    - facilitating scalability through an infrastructure designed to support
      millions of transactions across millions of end-users.

    While Tucows believes that its products and services compare favorably with
these competitive factors, many of Tucows' current and potential competitors
have longer operating histories, larger customer bases, greater brand
recognition and significantly greater financial, marketing and other resources
which may help them to develop domain name registration and digital content
distribution services that are superior or achieve greater market recognition.
New technologies and the expansion of existing technologies may increase
competitive pressures on Tucows.

U.S. GOVERNMENT REGULATION OF DOMAIN NAMES

    The Internet domain name registration system is composed of two principal
functions: registry and registrar. The registry maintains the database that
contains the domain names registered in the top-level domains and their
corresponding Internet protocol addresses. The registrar acts as an intermediary
between the registry and individuals and businesses, referred to as registrants,
seeking to register domain names.

    Under a 1993 cooperative agreement with the U.S. Department of Commerce,
Network Solutions was authorized to act as the sole registry and sole registrar
for domain names in the .com, .net and .org, top-level domains. In
October 1998, the Department of Commerce amended the Network Solutions
cooperative agreement to call for the formation of a not-for-profit corporation
to oversee the management of, and create policies about, domain names in the
 .com, .net and .org top level domains. The Department of Commerce also proposed
that additional registrars be authorized to register domain names in these
domains based upon the idea that competitive registrars would benefit consumers
and businesses. ICANN was recognized as this not-for-profit corporation by the
Department of Commerce in November 1998.

    ICANN's authority is based upon voluntary compliance with its consensus
policies. While these policies do not constitute law in the United States or
elsewhere, they are expected to have a significant influence on the future of
the domain name registration system. On December 1, 1999, ICANN's first
substantive policy, the Uniform Dispute Resolution Policy, became effective.
This dispute resolution policy was created to address the problem of
cybersquatting, or registering the trademark of another as a domain name with
the intent to wrongfully profit from the goodwill in that name created by the
trademark holder. ICANN intends to create additional policies governing the
domain name registration system, and Tucows will be affected by any of these
policies.

    Additionally, there have been ongoing legislative developments and judicial
decisions concerning trademark infringement claims, unfair competition claims,
and dispute resolution policies relating to the registration of domain names. To
help protect itself from liability in the face of these ongoing legal
developments, Tucows has taken the following precautions:

    - Its standard registration agreement requires that each registrant
      indemnify, defend and hold Tucows harmless for any dispute arising from
      the registration or use of a domain name registered in that person's name;
      and

    - Since December 1, 1999, Tucows has required its MSPs to ensure that all
      registrants are bound to the Uniform Domain Name Dispute Resolution Policy
      as approved by ICANN.

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    Despite these precautions, Tucows cannot assure you that its indemnity and
dispute resolution policies will be sufficient to protect it against claims
asserted by various third parties, including claims of trademark infringement
and unfair competition.

    New laws or regulations concerning domain names and domain name registrars
may be adopted at any time. Tucows responses to uncertainty in the industry or
new regulations could increase its costs or prevent it from delivering its
domain name registration services over the Internet, which could delay growth in
demand for Tucows' services and limit the growth of its revenues. New and
existing laws may cover issues such as:

    - pricing controls;

    - the creation of additional generic top level domains and country code
      domains;

    - consumer protection;

    - cross-border domain name registrations;

    - trademark, copyright and patent infringement;

    - domain name dispute resolution; and

    - other claims based on the nature of content of domain names and domain
      name registration.

    In November 1999, the Anticybersquatting Consumer Protection Act was enacted
by the United States government. This law seeks to curtail a practice commonly
known in the domain name registration industry as cybersquatting. A
cybersquatter is generally defined in the act as one who registers a domain name
that is identical or similar to another party's trademark, or the name of
another living person, with the bad faith intent to profit from use of the
domain name. The law states that registrars may not be held liable for
registration or maintenance of a domain name for another person absent a showing
of the registrar's bad faith intent to profit from the use of the domain name.
Registrars may be held liable, however, if they do not comply promptly with
procedural provisions of the law. For example, if there is litigation involving
a domain name, the registrar is required to deposit a certificate representing
the domain name registration with the court. If Tucows is held liable under this
law, any liability could have a material adverse effect on its business
financial condition and results of operations.

INTELLECTUAL PROPERTY

    Tucows believes that it is well positioned in the content services and
domain name registration markets in part due to its highly recognized brand,
Tucows. Its success and ability to compete are dependent on its ability to
develop and maintain the proprietary aspects of its brand name and technology.
Tucows relies on a combination of trademark, trade secret and copyright laws and
contractual restrictions to protect its intellectual property rights. These
legal protections cannot guarantee protection of Tucows' intellectual property.
Despite precautions, third parties could obtain and use Tucows' intellectual
property without authorization. The validity, enforceability and scope of
protection of intellectual property in Internet-related industries is uncertain
and still evolving, and the laws of some foreign countries do not protect
intellectual property to the same extent as do the laws of the United States.

    Tucows has registered the Tucows trademark in the United States and in other
countries and will seek to register additional service marks and trademarks, as
appropriate.


    Tucows seeks to limit disclosure of its intellectual property by requiring
employees and consultants with access to its proprietary information to execute
confidentiality, non-disclosure and work-for hire agreements with Tucows. All
Tucows employees are required to execute confidentiality and non-use agreements
which provide that any rights they may have in copyrightable works or patentable


                                      102


technologies accrue to Tucows. Before entering into discussions with potential
content providers and network partners about Tucows' business and technologies,
Tucows generally requires that these parties enter into a non-disclosure
agreement. If these discussions result in a license or other business
relationship, Tucows also generally requires that the agreement containing the
parties' rights and obligations include provisions for the protection of Tucows'
intellectual property rights.


    Effective trademark, service mark, copyright and trade secret protection may
not be available in every country in which Tucows' services are or will be made
available. Tucows also expects to license proprietary rights such as trademarks
or copyrighted material to network partners during planned national and
international expansion.

EMPLOYEES

    As of May 31, 2001, Tucows had 218 full-time employees. No employees are
covered by collective bargaining agreements. Tucows believes its relations with
its employees are good. Competition for qualified personnel in the Internet and
e-commerce industry is intense and Tucows' future success will depend in part on
its continued ability to attract, hire and retain qualified technical and
management personnel.

FACILITIES

    Tucows' principal administrative, engineering, marketing and sales office
totals approximately 18,426 square feet and is located in Toronto, Ontario under
a lease that expires on January 10, 2004. Tucows also maintains an office in
Flint, Michigan. Tucows is seeking additional office space. Tucows does not own
any real estate.

    Substantially all of Tucows' computer and communications hardware is located
at either its facilities or at server hosting facilities in Toronto, Ontario.

LEGAL PROCEEDINGS

    Tucows is not party to any material legal proceedings, nor is it aware of
any proceedings that are planned.

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                    DESCRIPTION OF INFONAUTICS CAPITAL STOCK

    This section of the joint proxy statement/prospectus describes the material
terms of the Infonautics capital stock. This section also summarizes relevant
provisions of the Pennsylvania corporate law.

AUTHORIZED CAPITAL STOCK

    After adoption of the amendment and restatement of the Infonautics' articles
of incorporation, Infonautics will be authorized to issue a total of 251,250,000
shares of capital stock, consisting of:

    - 250,000,000 shares of common stock; and

    - 1,250,000 shares of preferred stock.

    Following the merger, approximately 64,351,000 shares of Infonautics common
stock will be outstanding.

COMMON STOCK

    VOTING RIGHTS

    Holders of issued and outstanding shares of Infonautics common stock will be
entitled to one vote per share held.

    DIVIDENDS

    Holders of common stock will be entitled to receive dividends and other
distributions when and if declared by the Infonautics board of directors,
subject to the rights of the holders of shares of any series of preferred stock.

    LIQUIDATION RIGHTS

    If Infonautics is liquidated, subject to the rights, if any, of the holders
of any outstanding shares of preferred stock, the holders of Infonautics common
stock will be entitled to share, ratably according to the number of shares of
common stock held by them, in the remaining assets of Infonautics available for
distribution.

    PREEMPTIVE RIGHTS

    The holders of Infonautics common stock will not have preemptive rights to
purchase or subscribe for any stock or any other securities of Infonautics.

PREFERRED STOCK

    The Infonautics board of directors has the authority, subject to any
limitations established by law, without further shareholder approval to issue up
to 1,250,000 shares of preferred stock in one or more series. The Infonautics
board of directors may fix the number of shares, designations, powers,
preferences and special rights of the preferred stock. The preferences, powers,
rights and restrictions of different series of preferred stock may differ. The
issuance of preferred stock could decrease the amount of earnings and assets
available for distribution to holders of Infonautics common stock or adversely
affect the rights and powers, including voting rights, of holders of common
stock.


    The purpose of authorizing Infonautics board of directors to issue preferred
stock and determine its rights and preferences is to eliminate delays related to
a shareholder vote on specific issuances. The issuance of preferred stock, while
providing desirable flexibility for possible acquisitions and other corporate
purposes, could make it more difficult for a third party to acquire, or could
discourage a


                                      104


third party from attempting to acquire, a majority of the outstanding voting
stock of Infonautics. Infonautics has no plans to issue any shares of preferred
stock.


ANTI-TAKEOVER CONSIDERATIONS

    Pennsylvania corporate law has several anti-takeover provisions which apply
to registered corporations. A registered corporation is a generally a
corporation that has a class or series of shares entitled to vote in the
election of directors registered under the Securities Exchange Act of 1934.
Infonautics has elected to opt-out of substantially all of the anti-takeover
provisions of the Pennsylvania corporate law, and these provisions do not apply
to Infonautics.

    Infonautics is subject to provisions of the Pennsylvania corporate law
prohibiting business combination transactions with a person that becomes a
beneficial owner of shares representing 20% or more of the voting power in an
election of directors of Infonautics unless:

    - the business combination or the acquisition of the 20% interest is
      approved by the board of directors of Infonautics before the 20% interest
      is acquired;

    - the person beneficially owns at least 80% of the outstanding shares and
      the business combination is approved by a majority vote of the
      disinterested shareholders, and satisfies minimum price and other
      conditions required by the Pennsylvania corporate law;

    - the business combination is approved by a majority vote of the
      disinterested shareholders at a meeting called no earlier than five years
      after the date the 20% interest is acquired; or

    - the business combination is approved by shareholder vote at a meeting
      called no earlier than five years after the date the 20% interest is
      acquired, and satisfies minimum price and other conditions required by the
      Pennsylvania corporate law.

    A business combination includes mergers, consolidations, asset sales, share
exchanges, divisions of a registered corporation or any subsidiary and other
transactions resulting in a disproportionate financial benefit to an interested
shareholder.

    The Pennsylvania corporate law contains other provisions applicable to
Pennsylvania corporations that may have an anti-takeover effect. For instance,
under section 1715 of the Pennsylvania corporate law, directors of a corporation
are not required to consider the interests of the shareholders as being dominant
or controlling in considering the best interests of the corporation. The
directors may consider factors including:

    - the effects of any action upon any group affected by that action,
      including shareholders, employees, suppliers, customers and creditors of
      the corporation and upon communities in which offices or other
      establishments of the corporation are located;

    - the short term and long term interests of the corporation, including
      benefits that may accrue to the corporation from its long term plans and
      the possibility that these interests may be best served by the continued
      independence of the corporation; and

    - the resources, intent and conduct of any person seeking to acquire control
      of the corporation.

    The Pennsylvania corporate law also provides directors with broad discretion
concerning actions that may be taken in response to acquisitions or proposed
acquisitions of corporate control.

                                      105

    COMPARISON OF RIGHTS OF INFONAUTICS SHAREHOLDERS AND TUCOWS STOCKHOLDERS

    Infonautics is organized under the laws of the Commonwealth of Pennsylvania,
and Tucows is organized under the laws of the State of Delaware, so that
differences in the rights of holders of Infonautics capital stock and Tucows
capital stock arise both from differences between their charters and bylaws and
also from differences between Pennsylvania law and Delaware law. Upon completion
of the merger, holders of Tucows capital stock will become holders of
Infonautics common stock, and their rights will be governed by Pennsylvania law
and the Infonautics articles of incorporation and bylaws.

    This section of the joint proxy statement/prospectus describes the material
differences between the rights of Infonautics shareholders and Tucows
stockholders. This section does not include a complete description of all
differences between the rights of these shareholders or stockholders, nor does
it include a complete description of the specific rights of these shareholders
and stockholders. The identification of some of the differences in the rights of
these shareholders and stockholders as material is not intended to indicate that
other differences that are equally important do not exist.

    All Infonautics shareholders and Tucows stockholders are urged to read
carefully the relevant provisions of Pennsylvania law and Delaware law, the
articles of incorporation and bylaws of Infonautics and the certificate of
incorporation and bylaws of Tucows. Copies of the articles of incorporation and
bylaws of Infonautics and the certificate of incorporation and bylaws of Tucows
will be sent to Infonautics shareholders and Tucows stockholders upon request.
See "Where You Can Find More Information."

CAPITALIZATION

    INFONAUTICS

    The authorized capital stock of Infonautics consists of:

    - 50,000,000 shares of Infonautics class A common stock, 12,945,406 of which
      are outstanding as of April 2, 2001. This is the class of stock to which
      we have referred as Infonautics common stock in this joint proxy
      statement/prospectus;

    - 100,000 shares of Infonautics class B common stock, none of which are
      outstanding;

    - 2,000,000 shares of Infonautics class C common stock, none of which are
      outstanding; and

    - 1,250,000 shares of Infonautics preferred stock, none of which are
      outstanding.

    If the amendment and restatement of the Infonautics articles of
incorporation is approved, the authorized capital stock of Infonautics will
consist of:

    - 250,000,000 shares of common stock; and

    - 1,250,000 shares of preferred stock.

    TUCOWS

    The authorized capital stock of Tucows consists of:

    - 60,000,000 shares of Tucows common stock, 3,000,000 of which are
      outstanding as of April 2, 2001; and

    - 40,000,000 shares of Tucows preferred stock. 35,000,000 shares of Tucows'
      authorized preferred stock are designated as series A convertible
      preferred stock, 28,677,402 of which are outstanding as of April 2, 2001.

                                      106

COMMON STOCK

    INFONAUTICS

    Each holder of Infonautics common stock has the right to cast one vote for
each share of Infonautics common stock held of record on all matters submitted
to a vote of shareholders of Infonautics, including the election of directors.
Infonautics shareholders have no cumulative voting rights. Subject to the
preferences of the holders of Infonautics preferred stock, if any, the holders
of Infonautics common stock are entitled to receive dividends as may be declared
by Infonautics board of directors.

    TUCOWS

    Each holder of Tucows common stock has the right to cast one vote for each
share of Tucows common stock held of record on all matters submitted to a vote
of stockholders of Tucows. Subject to the preferences of the holders of Tucows
preferred stock, the holders of Tucows common stock are entitled to receive
dividends as may be declared by Tucows board of directors. The Tucows common
stock has no redemption, conversion or other subscription rights.


    The Tucows certificate of incorporation provides that voting rights are
subject to the corporate governance provisions of a stockholders agreement
initially entered into as of May 4, 1999 and subsequently amended. The corporate
governance provisions of stockholders agreement include:


    - rights of representation on the Tucows board of directors;

    - information rights; and


    - a provision that these actions may not be undertaken by Tucows without
      prior written approval of a majority of the shares of Tucows common stock
      held by specified holders of Tucows common stock:


       - any change in the powers, preferences or special rights of any shares
         of Tucows capital stock; or

       - entering into any material transaction with specified investors in
         Tucows or their associates.

    The stockholders agreement will be terminated upon completion of the merger
and the corporate governance provisions and other contractual rights and
restrictions possessed by holders of Tucows common stock who are parties to that
agreement will cease to exist after the merger. These other contractual rights
and restrictions include:

    - prohibitions on transfer;

    - rights of first refusal; and

    - preemptive rights;

PREFERRED STOCK

    INFONAUTICS

    Infonautics board of directors has the authority, without further action by
the shareholders of Infonautics to issue up to 1,250,000 shares of preferred
stock in one or more series and to designate the rights, preferences, privileges
and restrictions of each series. The issuance of Infonautics preferred stock
could have the effect of restricting dividends on the Infonautics common stock,
diluting the voting power of the common stock, impairing the liquidation rights
of the common stock or delaying or preventing a change in control without
further action by the shareholders. Infonautics has no outstanding shares of
preferred stock.

                                      107

    TUCOWS

    Tucows has one outstanding series of preferred stock, the series A
convertible preferred stock, to which we have referred in this joint proxy
statement/prospectus as Tucows preferred stock.

    DIVIDEND PREFERENCE

    Holders of Tucows preferred stock are entitled to receive dividends when, as
and if declared by Tucows board of directors. If the Tucows board of directors
declares a dividend on the Tucows common stock, the holders of Tucows preferred
stock are entitled to receive dividends on each share of preferred stock equal
to the amount of dividends declared on each share of Tucows common stock
multiplied by the number of shares of Tucows common stock into which each share
of preferred stock is then convertible.

    LIQUIDATION PREFERENCE


    If Tucows is liquidated, dissolved or wound up, after payment of the debts
and other liabilities of Tucows, distributions to the stockholders of Tucows
will be made in the following order, if the assets and funds of Tucows are
sufficient to make the distribution:


    - holders of preferred stock will receive an amount equal to the amount
      invested in Tucows for each share of preferred stock plus any accrued and
      unpaid dividends through the date of the liquidation, dissolution or
      winding up plus any amounts contributed as capital; and

    - the remaining assets and funds of Tucows available for distribution to
      stockholders of Tucows will be distributed ratably among the holders of
      Tucows common stock and preferred stock, on an as-converted to common
      stock basis.

    CONVERSION

    Holders of Tucows preferred stock may convert their shares of preferred
stock into shares of Tucows common stock at any time. Outstanding shares of
Tucows preferred stock will automatically be converted into shares of Tucows
common stock, immediately upon the closing of an underwritten public offering by
Tucows which results in gross proceeds to Tucows of at least $60 million.

    It is a condition to Infonautics' obligation to complete the merger that all
Tucows preferred stock be converted into Tucows common stock.

    VOTING RIGHTS AND PROTECTIVE PROVISIONS

    Each holder of Tucows preferred stock has the right to cast one vote for
each share of Tucows common stock into which each share of Tucows preferred
stock held of record is convertible on all matters submitted to a vote of
stockholders of Tucows. As a general matter, the holders of Tucows preferred
stock vote with the holders of Tucows common stock as a single class on all
actions to be taken by Tucows stockholders. However, any voting rights are
subject to the corporate governance provisions of the stockholders agreement
described above under "Comparison of Rights of Infonautics Shareholders and
Tucows Stockholders--Common Stock--Tucows" beginning on page 107.

    REDEMPTION RIGHTS

    Shares of Tucows preferred stock are not redeemable.

                                      108

NUMBER AND ELECTION OF DIRECTORS

    INFONAUTICS

    The Infonautics bylaws provide that the Infonautics board of directors will
consist of a number of directors between one and nine. Within this limit, the
actual number of directors is fixed by the Infonautics board of directors. There
are five members of the Infonautics board of directors. Under the Infonautics
bylaws, a member of the Infonautics board of directors is elected to serve until
the expiration of the term for which he was elected and until his successor has
been selected and qualified or until his earlier death, resignation or removal.
Pennsylvania law provides that, unless the board of directors is classified, the
term of office is one year.

    TUCOWS

    The Tucows bylaws provide that Tucows board of directors will consist of one
or more directors. The actual number of directors is fixed by the Tucows board
of directors. There are seven members of the Tucows board of directors. Under
the Tucows bylaws, a member of the Tucows board of directors is elected to serve
until his successor has been elected and qualified or until his earlier
resignation or removal.

    Some of the stockholders of Tucows are parties to a stockholders agreement
that give those stockholders the right to designate one or more directors of
Tucows.

VACANCIES ON THE BOARD OF DIRECTORS AND REMOVAL OF DIRECTORS

    INFONAUTICS

    Under the Pennsylvania corporate law and the Infonautics bylaws, the board
of directors may be removed at any time by the vote of shareholders entitled to
vote in the election of directors. The articles of incorporation of a
corporation may not prohibit the removal of directors by the shareholders for
cause. Pennsylvania corporate law and the Infonautics bylaws provide that
vacancies on the board of directors, including vacancies resulting from an
increase in the number of directors, may be filled by a majority vote of the
remaining directors though less than a quorum, or by a sole remaining director.
Each person so selected serves for the balance of the unexpired term and until
his successor has been selected and qualified or until his earlier death,
resignation or removal.

    The Infonautics bylaws provide that directors may be removed by the vote of
the shareholders entitled to elect directors.

    The Infonautics bylaws provide that the board of directors may declare the
office of a director vacant if the director:

    - has been judicially declared of unsound mind;

    - has been convicted of an offense punishable by imprisonment for a term of
      more than one year; or

    - within 60 days after notice of his election, the director does not accept
      his office in writing or by attending a meeting of the board of directors
      and fulfilling other requirements of qualification as the bylaws or
      articles of incorporation may provide.

    TUCOWS

    Delaware law and the Tucows bylaws provide that vacancies on the board of
directors, including vacancies resulting from an increase in the number of
directors, may be filled by a majority vote of the remaining directors though
less than a quorum, or by a sole remaining director. Delaware law also provides
that if, at the time of the filling of any vacancy or newly created
directorship, the directors

                                      109

then in office constitute less than a majority of the authorized number of
directors, the Delaware Court of Chancery may, upon application of any
stockholder or stockholders holding at least 10% of the outstanding stock of the
corporation having the right to vote in the election of directors, order an
election to be held to fill the vacancy or replace the directors selected by the
directors then in office. Delaware law also provides that, except where there is
a classified board of directors or where cumulative voting applies, a director,
or the entire board of directors, of a corporation may be removed by the
affirmative vote of a majority of the shares of the corporation entitled to vote
at an election of directors.

    The Tucows bylaws provide that any or all of the board of directors may be
removed, with or without reason, by a majority vote of the stockholders having
the right to vote in an election of directors. The stockholders may elect a
director to fill a vacancy that has not been filled by the Tucows board of
directors.

CHARTER AMENDMENTS

    INFONAUTICS

    Under the Pennsylvania corporate law, an amendment to the articles of
incorporation requires the approval of the board of directors followed by the
affirmative vote of a majority of the votes cast by all shareholders entitled to
vote on the amendment and, if any class or series of shares is entitled to vote
on the amendment as a class, the affirmative vote of a majority of the votes
cast in each class vote.

    The Pennsylvania corporate law also provides that, unless otherwise provided
in the articles of incorporation, an amendment of the articles of incorporation
need not be adopted by the board of directors before its submission to the
shareholders for approval if it is proposed by a petition of shareholders
entitled to cast at least 10% of the votes that all shareholders are entitled to
cast on the amendment. Infonautics articles of incorporation do not contain any
provisions limiting shareholders ability to propose by petition an amendment of
the articles of incorporation.

    Under the Pennsylvania corporate law, shareholder approval is not required
for non-material amendments to the articles of incorporation, such as a change
in the corporate name, a provision for perpetual existence or, if the
corporation has only one class of shares outstanding, a change in the number of
the authorized shares for a stock split.

    TUCOWS

    Under Delaware law, an amendment to the certificate of incorporation of a
corporation requires the approval of the corporation's board of directors and
the approval of holders of a majority of the outstanding stock entitled to vote
upon the proposed amendment, unless a higher vote is required by the
corporation's certificate of incorporation. Tucows' certificate of incorporation
does not require a higher vote.

AMENDMENTS TO BYLAWS

    INFONAUTICS

    Under the Pennsylvania corporate law, bylaws may be adopted, amended and
repealed by the shareholders entitled to vote on the action. This authority may
be expressly vested in the board of directors by the bylaws, subject to the
power of the shareholders to change action by the board of directors, unless the
subject of the amendment is solely within the province of the shareholders. The
Infonautics bylaws vest the board of directors with the authority to adopt,
amend or repeal bylaws subject to the power of the shareholders to make or
repeal bylaws.

                                      110

    TUCOWS

    Under Delaware law, after a corporation has received any payment for any of
its stock, stockholders entitled to vote have the power to adopt, amend or
repeal bylaws. A corporation may, in its certificate of incorporation, confer
this power on the board of directors. The stockholders always have the power to
adopt, amend or repeal the bylaws, even though the board of directors may also
be delegated the power. The Tucows' bylaws provide that the board of directors
has the authority to amend bylaws and that new bylaws may be adopted, or the
bylaws may be amended or repealed, by a majority vote of Tucows' outstanding
shares.

ACTION BY WRITTEN CONSENT

    INFONAUTICS

    Under the Pennsylvania corporate law, unless the bylaws of a corporation
provide otherwise, any corporate action may be taken by the shareholders without
a meeting, by unanimous written consent. If the bylaws so provide, any corporate
action may be taken without a meeting, by partial written consent, that is,
consent of the shareholders who would have been entitled to cast the minimum
number of votes that would be necessary to authorize the action at a meeting at
which all shareholders entitled to vote on the action were present and voting.
However, if an action is approved by partial written consent, the action does
not become effective until after at least 10 days written notice of the action
has been given to each shareholder entitled to vote on the action who did not
execute the consent. The Infonautics bylaws allow shareholders to take action
without a meeting by partial written consent.

    TUCOWS

    Delaware law provides that, unless otherwise stated in the certificate of
incorporation, any action which may be taken at an annual meeting or special
meeting of stockholders may be taken without a meeting, if a consent in writing
is signed by the holders of the outstanding stock having the minimum number of
votes necessary to authorize the action at a meeting of stockholders. Under
Delaware law, if a consent is sought from less than all stockholders entitled to
vote, prompt notice of the action taken by written consent is required to be
provided to all stockholders entitled to vote who did not consent in writing.
The Tucows certificate of incorporation does not provide for any limitation on
written consents by stockholders.

ABILITY TO CALL SPECIAL MEETINGS

    INFONAUTICS

    Under the Pennsylvania corporate law, special meetings of shareholders may
be called by the board of directors, by any officer or other persons as provided
in the bylaws, and, unless otherwise provided in the articles of incorporation,
by shareholders entitled to cast at least 20% of the votes that all shareholders
are entitled to cast at a particular meeting. The Infonautics bylaws provide
that special meetings of shareholders may be called by the board of directors
and by shareholders entitled to cast at least 20% of the votes that all
shareholders are entitled to cast at a particular meeting.

    TUCOWS

    Under the Delaware corporate law, a special meeting of the stockholders may
be called by the board of directors or by any person or persons as may be
authorized by the certificate of incorporation or by the bylaws. The Tucows
bylaws provide that special meetings of stockholders may be called by the
chairman of the board or the president and must be called by the president or
secretary at the written request of a majority of the board of directors or of
stockholders owning 50% of the shares of capital

                                      111

stock entitled to vote. This written request must state the purpose or purposes
of the proposed meeting.

NOTICE OF STOCKHOLDER ACTION

    INFONAUTICS

    The Pennsylvania corporate law does not include a provision restricting the
manner in which nominations for directors may be made by shareholders or the
manner in which business may be brought before a meeting. The Infonautics bylaws
have no restrictions on nominations for directors by shareholders.

    TUCOWS

    The Delaware corporate law, like the Pennsylvania corporate law, does not
include a provision restricting the manner in which nominations for directors
may be made by stockholders or the manner in which business may be brought
before a meeting. The Tucows certificate of incorporation and bylaws contain no
restrictions on nominations for directors by stockholders or other actions to be
brought before stockholders.

LIMITATION OF PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

    INFONAUTICS

    Under the Pennsylvania corporate law, a corporation may include in its
bylaws a provision, adopted by a vote of its shareholders, that eliminates the
personal liability of its directors, in their capacities as directors, for
monetary damages for any action taken or the failure to take any action unless:

    - a director has breached or failed to perform his duties under the
      Pennsylvania corporate law; and

    - the breach or failure to perform constitutes self-dealing, willful
      misconduct or recklessness.

    A Pennsylvania corporation may not, however, eliminate personal liability
where the responsibility or liability of a director is under any criminal
statute or is for the payment of taxes required by any federal, state or local
law.

    The Infonautics bylaws provide for limitation of the liability of directors
as permitted by the Pennsylvania corporate law.

    TUCOWS

    Delaware law provides that a corporation may include in its certificate of
incorporation a provision limiting or eliminating the liability of its directors
to the corporation and its stockholders for monetary damages arising from a
breach of fiduciary duty, except for:

    - a breach of the duty of loyalty to the corporation or its stockholders;

    - acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law;

    - payment of a dividend or the repurchase or redemption of stock in
      violation of Delaware law; or

    - any transaction from which the director received an improper personal
      benefit.

                                      112

    The Tucows bylaws provide that no person shall be liable to Tucows for any
loss or damage suffered by it on account of any action taken or omitted to be
taken by that person as a director or officer in good faith if that person:

    - exercised or used the same degree of diligence, care and skill as an
      ordinarily prudent person would have exercised or used under the
      circumstances in the conduct of his own affairs; or

    - took, or omitted to take, the action in reliance upon advice of counsel
      for Tucows or upon statements made or information furnished by officers or
      employees of Tucows which he had reasonable grounds to believe to be true
      or upon a financial statement of Tucows provided by a person in charge of
      accounts or certified by a public accountant or a firm of public
      accountants.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

    INFONAUTICS

    Under Pennsylvania law, a corporation generally may indemnify directors and
officers:

    - for actions taken in good faith and in a manner they reasonably believe to
      be in, or not opposed to, the best interests of the corporation; and

    - in any criminal proceeding, if they had no reasonable cause to believe
      that their conduct was unlawful.

    Pennsylvania law also provides that a corporation may advance to a director
or officer expenses incurred in defending any action upon receipt of an
undertaking by the director or officer to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification. Pennsylvania
corporate law expressly permits indemnification relating to any action,
including a derivative or corporate action, unless a court determines that the
acts or omissions giving rise to the claim constituted willful misconduct or
recklessness.

    The Infonautics bylaws provide that Infonautics will indemnify and hold
harmless, to the fullest extent permitted by Pennsylvania law, any person who
was or is a party or is threatened to be made a party to, or is in involved in
any action, suit or proceeding, including involvement as a witness, because that
person is or was a director or officer, or is or was serving at the request of
Infonautics as a director, officer or trustee of another entity.

    The indemnification rights conferred by Infonautics are not exclusive of any
other right which persons seeking indemnification may be entitled, including
under any statute, the Infonautics bylaws, any agreement or vote of shareholders
or directors.

    Infonautics is authorized to purchase and maintain insurance on behalf of
its directors, officers, employees and agents.

    Infonautics may pay expenses incurred by its directors and officers in
defending a civil or criminal action, suit or proceeding because they are
directors or officers before the final disposition of the action, suit or
proceeding. The payment of expenses will be made only if Infonautics receives an
undertaking by or on behalf of a director or officer to repay all amounts
advanced if it is ultimately determined by a court that the director or officer
is not entitled to be indemnified by Infonautics.

    TUCOWS

    The provisions of the Delaware corporate law concerning indemnification are
substantially similar to those of the Pennsylvania corporate law, except that
the Delaware corporate law does not expressly permit indemnification relating to
any action, including a derivative action, unless a court determines that the
acts or omissions giving rise to the claim constituted willful misconduct or
recklessness.

                                      113

    The Tucows bylaws provide that Tucows will indemnify its officers and
directors to the greatest extent permitted by Delaware law.

STATE ANTI-TAKEOVER STATUTES

    INFONAUTICS

    Provisions of Pennsylvania corporation law and the Infonautics articles of
incorporation and bylaws that may have an anti-takeover effect are described
under "Description of Infonautics Capital Stock--Anti-takeover Considerations"
on page 105.

    TUCOWS

    Under the business combination statute of Delaware law, a corporation is
prohibited from engaging in any business combination with an interested
stockholder if the interested stockholder and its affiliates or associates own,
or if the interested stockholder is an affiliate or associate of the corporation
and within a three-year period did own, 15% or more of the corporation's voting
stock, for a three year period after the stockholder became an interested
stockholder, unless:

    - before the stockholder became an interested stockholder, the board of
      directors of the corporation approved either the business combination or
      the transaction which resulted in the stockholder becoming an interested
      stockholder;

    - the interested stockholder owned at least 85% of the voting stock of the
      corporation, excluding specified shares, upon completion of the
      transaction which resulted in the stockholder becoming an interested
      stockholder; or

    - at or after the time the stockholder became an interested stockholder, the
      business combination is approved by the board of directors of the
      corporation and authorized by the affirmative vote, at an annual or
      special meeting and not by written consent, of at least 66 2/3% of the
      outstanding voting shares of the corporation, excluding shares held by
      that interested stockholder.

    A business combination generally includes:

    - mergers, consolidations and sales or other dispositions of 10% or more of
      the assets of a corporation to or with an interested stockholder;

    - specified transactions resulting in the issuance or transfer to an
      interested stockholder of any capital stock of the corporation or its
      subsidiaries; and

    - other transactions resulting in a disproportionate financial benefit to an
      interested stockholder.

    The provisions of the Delaware business combination statute do not apply to
a corporation if the certificate of incorporation or bylaws of the corporation
contain a provision expressly electing not to be governed by the provisions of
the statute or the corporation does not have voting stock listed on a national
securities exchange, authorized for quotation on the Nasdaq Stock Market or held
of record by more than 2,000 stockholders.

                                      114

                   MANAGEMENT OF INFONAUTICS AFTER THE MERGER

BOARD OF DIRECTORS OF INFONAUTICS

    The directors of Infonautics upon completion of the merger will be:




NAME                                                            AGE
- ----                                                          --------
                                                           
Dennis Bennie...............................................     48
Erez Gissen.................................................     42
Elliot Noss.................................................     38
Stanley Stern...............................................     43
Robert F. Young.............................................     47
Van Morris..................................................     46
Lloyd Morrisett.............................................     71
Alan Lipton.................................................     50
Tomer Kariv.................................................     40




EXECUTIVE OFFICERS OF INFONAUTICS


    The principal executive officers of Infonautics upon completion of the
merger will be:




NAME                                  AGE                    TITLE
- ----                                --------                 -----
                                         
Elliot Noss.......................     38      President and Chief Executive
                                               Officer
Michael Cooperman.................     50      Chief Financial Officer
Scott Swedorski...................     30      Founder, Editor-in-Chief
Graham Morris.....................     50      Chief Operating Officer
Supriyo Sen.......................     54      Chief Technology Officer



    ELLIOT NOSS.  Mr. Noss is Tucows' president and chief executive officer. In
April 1997, Mr. Noss joined Tucows Interactive Ltd. as vice president of
corporate services. Mr. Noss became president and chief executive officer of
Tucows in May 1999. Before joining Tucows, Mr. Noss had been director of
corporate services with Pathway Communications since 1995.

    MICHAEL COOPERMAN.  Mr. Cooperman has been Tucows' chief financial officer
since January 2000. From October 1997 to September 1999, Mr. Cooperman was the
chief executive officer of Archer Enterprise Systems Inc. From January 1996 to
June 1997, he was chief operating officer and a director of SoftQuad
International Inc. He also served as president of SoftQuad International from
December 1996 until June 1997.

    SCOTT SWEDORSKI.  Mr. Swedorski is Tucows' founder and editor-in-chief.
Mr. Swedorski founded the Tucows.com web site in 1994 and has served as its
editor-in-chief since that time.

    GRAHAM MORRIS.  Mr. Morris joined Tucows as executive vice president,
content, in September 2000 and was promoted to chief operating officer in June
2001. Before joining Tucows he spent 15 years at Telemedia Publishing, a
Canadian consumer magazine publishing company where he became president in 1996.

    SUPRIYO SEN.  Mr. Sen joined Tucows as chief technology officer in
February 2001. Before joining Tucows, from May 2000 to February 2001, Mr. Sen
was vice president, marketing at GoLinQ.com, an Internet software company
focused on e-commerce solutions for small and medium businesses. Before that,
Mr. Sen spent 14 years at Hitachi Data Systems, a multi-national computer
hardware company, where he served at various times as vice president, knowledge
center, vice president, corporate strategy and vice president, marketing.

                                      115

    DENNIS BENNIE.  Mr. Bennie has served as a director of Tucows since
May 1999. Mr. Bennie is the chief executive officer and president of XDL Capital
Corp., a private venture capital firm that he established in January 1997. In
1988, Mr. Bennie co-founded Delrina Corporation, a designer of fax, data, and
voice communications software, where he was the chairman and chief executive
officer until the sale of Delrina to Symantec Corporation in November 1995.
Mr. Bennie was employed by Symantec as an executive vice president from
November 1995 to November 1996 and was one of its directors until 1996.

    EREZ GISSIN.  Mr. Gissin has served as a director of Tucows since May 1999.
Since July 1995, Mr. Gissin has been the vice president, business development of
Eurocom Communications Ltd., a holding company that owns stock in several
telecommunications services, equipment and Internet companies in Israel and
elsewhere.

    STANLEY STERN.  Mr. Stern has served as a director of Tucows since
January 2000. Mr. Stern joined STI Ventures in January 2000 to lead the U.S.
operations as director of STI Ventures Advisory USA Inc. Mr. Stern has served as
a managing director of CIBC Oppenheimer since 1990.

    ROBERT F. YOUNG.  Mr. Young has served as a director of Tucows since
December 1999. Mr. Young co-founded Red Hat Inc. and served as its president and
a director from its start in 1994 until November 1998. In November 1998, he was
elected chief executive officer and chairman of the board of directors. In
November 1999, he resigned as chief executive officer. He continues to serve as
the chairman of the board of directors.


    VAN MORRIS.  Mr. Morris has served as chief executive officer, president and
as a director of Infonautics since March 1998. Mr. Morris joined Infonautics as
president and chief operating officer in September 1995. From 1992 until he
joined Infonautics, Mr. Morris held various vice president and general
management positions at Legent Corporation, a systems management software
company.



    LLOYD MORRISETT.  Dr. Morrisett has served as a director of Infonautics
since February 1994 and as chairman of the board of directors since March 1998.
He is the co-founder of the Children's Television Workshop--now Sesame
Workship--and served from 1969-1998 as president of The Markle Foundation, a
charitable organization. Dr. Morrisett is a director of iShares MSCI Index
Funds.



    ALAN LIPTON.  Over the past five years, Mr. Lipton has served as a board
member of various philanthropic and charitable organizations in the Miami area.
In November of 1999, Mr. Lipton became president and chief executive officer of
Diamond.com.



    TOMER KARIV.  Mr. Kariv joined the Israeli office of STI Ventures in April
2000. Before joining STI, Mr. Kariv spent five years as a vice president at
Shrem, Fudim, Kelner & Co. where he managed venture capital funds.


EMPLOYMENT AGREEMENTS


    Tucows has entered into an employment agreement and a side letter agreement
with Mr. Noss who will be the president and chief executive officer of
Infonautics upon completion of the merger. The agreement is for a three year
term beginning May 4, 1999 and provides for a salary of Cdn$150,000 per year,
subject to periodic increases by Tucows board of directors at its discretion.
Upon the achievement of performance related goals, Mr. Noss will become eligible
for an annual bonus payable at Tucows' board of directors sole discretion.
Mr. Noss also received options to purchase 975,000 shares of Tucows common
stock, which vest under the terms of Tucows stock option plan. These options
will be assumed by Infonautics in the merger. The employment agreement also
provides for an automobile allowance. If Mr. Noss' employment is terminated
without cause, he will be entitled to continue to receive full compensation
payable under his employment agreement until May 4, 2002.


                                      116


    Tucows has entered into an employment agreement and a side letter agreement
with Mr. Swedorski who will be the editor-in-chief of Infonautics upon
completion of the merger. The agreement is for a three year term beginning
May 4, 1999 and provides for a salary US$100,000 per year, subject to periodic
increases by Tucows' board of directors at its discretion. Upon the achievement
of performance related goals, Mr. Swedorski will become eligible for an annual
bonus payable at Tucows' board of directors' sole discretion. Mr. Swedorski also
received options to purchase 975,000 shares of Tucows common stock, which vest
under the terms of Tucows stock option plan. These options will be assumed by
Infonautics in the merger. The employment agreement also provides for an
automobile allowance. If Mr. Swedorski's employment is terminated without cause,
he will be entitled to continue to receive full compensation payable under his
employment agreement until May 4, 2002.



    Tucows has entered into an employment agreement with Mr. Cooperman who will
be the chief financial officer of Infonautics upon completion of the merger. The
agreement is for an indefinite term beginning January 1, 2000. Mr. Cooperman is
entitled to a salary of Cdn$150,000 per year, subject to periodic increases by
Tucows board of directors at its discretion. The agreement also provides that
Mr. Cooperman is entitled to an annual compensation package which is equal to
the higher of fair market value or the amount Tucows pays to its equivalent
senior executives. Mr. Cooperman also received options to purchase 450,000
shares of Tucows' common stock which vest under the terms of Tucows stock option
plan. These options will be assumed by Infonautics in the merger. Mr. Cooperman
is also entitled to a health club membership and an automobile allowance. If
Mr. Cooperman's employment is terminated without cause, he is entitled to
payment of six months of compensation plus one month of compensation for each
year of service.



    Tucows has entered into an employment agreement with Graham Morris who will
be the chief operating officer of Infonautics upon completion of the merger. The
agreement is for an indefinite term beginning September 5, 2000. Mr. Morris is
entitled to a salary of Cdn$150,000 per year, subject to periodic increases by
Tucows board of directors at its discretion. Upon the achievement of performance
related goals, Mr. Morris will become eligible for a bonus of Cdn$25,000.
Mr. Morris also received options to purchase 300,000 shares of Tucows' common
stock which vest under the terms of Tucows stock option plan. These options will
be assumed by Infonautics in the merger. Mr. Morris is also entitled to a car
allowance. If Mr. Morris's employment is terminated without cause during the
first 18 months of his employment, he is entitled to payment of six months of
compensation. If Mr. Morris's employment is terminated without cause after his
first 18 months of employment, he is entitled to six months of compensation plus
four weeks of salary for each year of service.



    Tucows has entered into an employment agreement with Supriyo Sen who will be
the chief technology officer of Infonautics upon completion of the merger. The
agreement is for an indefinite term beginning February 5, 2001. Mr. Sen is
entitled to a salary of US$125,000 per year, subject to periodic increases by
Tucows board of directors at its discretion. Upon the achievement of performance
related goals, Mr. Sen will become eligible for a minimum bonus of US$25,000.
Mr. Sen also received options to purchase 280,000 shares of Tucows' common stock
which vest under the terms of Tucows stock option plan. These options will be
assumed by Infonautics in the merger. If Mr. Sen's employment is terminated
without cause, he is entitled to payment of six months of compensation plus one
month of compensation for each year of service.



    Under the terms of Tucows stock option plan, 25% of options granted vest one
year after the date of grant and the remainder vest on a monthly basis for three
years beginning one year after the date of grant.


                                      117

                  PROPOSALS FOR INFONAUTICS SHAREHOLDERS ONLY
      AMENDMENT AND RESTATEMENT OF INFONAUTICS' ARTICLES OF INCORPORATION

PROPOSED AMENDMENT AND RESTATEMENT OF THE ARTICLES OF INCORPORATION.

    Infonautics is proposing to amend and restate its articles of incorporation.
The principal purposes of the amendment and restatement are to:

    - Increase the number of authorized shares of Infonautics common stock to
      250,000,000;

    - Eliminate Infonautics' class B common stock all of which has been
      converted into common stock;

    - Eliminate Infonautics' class C common stock, none of which is outstanding
      or issuable;

    - Eliminate Infonautics' series A convertible preferred stock, none of which
      is outstanding or issuable.

    A copy of the proposed amended and restated articles of incorporation is
attached to this joint proxy statement/prospectus as annex 2.

PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT AND RESTATEMENT

    The Infonautics board of directors believes that it is in Infonautics' best
interest to increase the number of authorized but unissued shares of common
stock to have additional shares available for issuance to complete the merger
and to meet Infonautics' future business needs as they may arise.

    On April 2, 2001, 12,945,406 shares of common stock were outstanding, and
1,265,111 additional shares were reserved for issuance upon the exercise of
outstanding stock options and warrants. If the merger is approved, approximately
60,054,100 shares of Infonautics common stock will be issued to Tucows
stockholders or reserved for issuance on exercise of outstanding Tucows stock
options, and, without an increase in the number of authorized shares, there will
not be enough authorized shares to complete the merger.

    As of April 30, 2001, the merger is Infonautics' only immediate commitment
for which it needs additional shares of common stock. However, Infonautics is
also seeking to have a sufficient reserve of shares so that it has the ability
to act promptly on appropriate opportunities in the future, such as asset and
stock acquisitions of other companies, equity financings or lease or debt
financings in which part of the consideration would likely be warrants to
purchase common stock.

    Disadvantages may result from an increase in the number of authorized but
unissued shares of common stock. Under the articles of incorporation,
Infonautics shareholders do not have preemptive rights. After the adoption and
filing of the amended and restated articles of incorporation, a significantly
greater number shares of common stock will be available for issuance, both in
the merger and in other transactions, and, if the additional authorized shares
are issued, individual shareholders could experience a significant reduction in
their relative percentage interests in Infonautics' in earnings, voting,
liquidation value and book and market value.

    The availability for issuance of additional shares of the common stock would
also enable the Infonautics board of directors to make it more difficult, or
discourage an attempt, to obtain control Infonautics. For example, the issuance
of shares in a public or private sale, merger or similar transaction would
increase the number of outstanding shares, which could reduce the interest of
the party attempting to obtain control of Infonautics.

    The Infonautics board of directors also believes it to be in the best
interest of Infonautics to simplify its articles of incorporation by eliminating
three classes of stock that no longer have any outstanding shares.

BOARD OF DIRECTORS RECOMMENDATION

    The Infonautics board of directors believes that the proposed amendment and
restatement of the articles of incorporation is in the best interest of
Infonautics and its shareholders for the reasons stated above. THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSAL.

                                      118

                       ELECTION OF INFONAUTICS DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS

    The board of directors of Infonautics consists of five directors, and five
directors are to be elected at the annual meeting. The term of office for each
director will expire at the 2002 annual meeting of shareholders. However, if the
merger is completed, three of the Infonautics directors elected at the annual
meeting will resign, the number of members of the Infonautics board will be
increased to nine, and seven nominees of Tucows will be elected to fill the
vacancies. The composition of the board of directors of Infonautics after the
merger is described under "Management of Infonautics After the Merger" beginning
on page 115. If the merger is not completed, each director elected at the annual
meeting will hold office until the election and qualification of the director's
successor or until the director's earlier death, removal or resignation.

    The board of directors has nominated for election as directors of
Infonautics Drs. Morrisett, Morgan and Segal and Messrs. Melman and Morris. All
nominees are directors of Infonautics whose terms expire at the annual meeting.

    All nominees have consented to be named and to serve if elected. Unless
otherwise instructed by a shareholder returning a proxy card, the persons named
in the proxies will vote the shares represented by the proxies for the election
of the nominees recommended by the board of directors. The board of directors
believes all nominees will be able to serve as directors. If all nominees are
not able to serve as directors, the proxies may be voted for one or more
substitute nominees to be designated by the board of directors or the board may
decide to reduce the number of directors. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

                             NOMINEES FOR ELECTION




                                            YEAR FIRST BECAME DIRECTOR, PRINCIPAL OCCUPATIONS
NAME OF DIRECTOR                AGE              DURING PAST FIVE YEARS AND DIRECTORSHIPS
- ----------------              --------   --------------------------------------------------------
                                   
Lloyd N. Morrisett..........     71      Dr. Morrisett has served as a director of Infonautics
                                         since February 1994 and as chairman of the board of
                                         directors since March 1998. He is the co-founder of the
                                         Children's Television Workshop--now Sesame Workship--and
                                         served from 1969-1998 as president of The Markle
                                         Foundation, a charitable organization. Dr. Morrisett is
                                         a director of iShares MSCI Index Funds.

Israel J. Melman............     81      Mr. Melman, a co-founder of Infonautics, has served as a
                                         director of Infonautics since April 1993. For the last
                                         27 years Mr. Melman has been the president of Lexan
                                         Associates, a management consulting firm working with
                                         companies in the areas of video, graphics,
                                         microelectronics, communication, optics and robotics.

Howard L. Morgan............     55      Dr. Morgan has served as a director of Infonautics since
                                         March 1993. He is vice-chairman and president, New York
                                         for idealab!, which creates and operates Internet
                                         companies. Since 1989, he has been president of the Arca
                                         Group, Inc., a consulting and investment management firm
                                         specializing in the areas of computer and communications
                                         technologies. Dr. Morgan also served as chief executive
                                         officer of Franklin Electronic Publishers, Inc. in early
                                         1998. Dr. Morgan serves as director for a number of
                                         technology companies, including Cylink Corporation,
                                         Franklin Electronic Publishers, Inc., MyPoints.com,
                                         Inc., Segue Software, Inc., and Unitronix Corporation.



                                      119




                                            YEAR FIRST BECAME DIRECTOR, PRINCIPAL OCCUPATIONS
NAME OF DIRECTOR                AGE              DURING PAST FIVE YEARS AND DIRECTORSHIPS
- ----------------              --------   --------------------------------------------------------
                                   
David Van Riper Morris......     46      Mr. Morris has served as chief executive officer,
                                         president and as a director of Infonautics since March
                                         1998. Mr. Morris joined Infonautics as president and
                                         chief operating officer in September 1995. From 1992
                                         until he joined Infonautics, Mr. Morris held various
                                         vice president and general management positions at
                                         Legent Corporation, a systems management software
                                         company.

Brian Segal.................     57      Dr. Segal has served as a director of Infonautics since
                                         May 1998. Since 1992, Dr. Segal has been the president
                                         and chief executive officer of Publishing and Online
                                         Services, Rogers Media, Canada's leading magazine
                                         publishing and interactive media company.


GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    The board of directors of Infonautics met on 18 occasions during 2000. The
board of directors annually elects from its members an audit committee and a
compensation committee. Each director attended at least 75% of the aggregate of
the meetings of the board of directors held and the meetings of the committee or
committees on which he served during the period for which he was a director,
except Lester Wunderman, who attended at least 67% of all board of director
meetings and who resigned from the board of directors effective June 21, 2000,
and Brian Segal, who attended at least 67% of all board of director meetings.

    AUDIT COMMITTEE

    The audit committee reviews the scope of Infonautics' audit, the engagement
of its independent auditors and their audit reports. The audit committee meets
with the financial staff to review accounting procedures and reports. The audit
committee formally met twice during 2000. The audit committee is composed of
three directors: Drs. Morgan, Morrisett and Segal.

    COMPENSATION COMMITTEE

    The compensation committee evaluates Infonautics compensation policies. The
members of the compensation committee are Mr. Melman and Drs. Morgan and
Morrisett. A subcommittee of the compensation committee, the employee stock
option committee, administers Infonautics' stock option and equity compensation
plans. The members of the employee stock option committee are Mr. Melman and
Dr. Morrisett. The compensation committee and employee stock option committee
met or acted by unanimous written consent 11 times during 2000.

COMPENSATION OF DIRECTORS

    Beginning January 2001, the non-employee directors of Infonautics each
receive a one time only fee of $15,000 per year for their service on the board
of directors and are reimbursed for their out-of-pocket expenses. During the
year 2001, each non-employee director will receive a fee of $1,000 per special
meeting at which the director is in attendance and at which strategic options or
transactions for Infonautics are considered. Dr. Morgan has agreed to waive the
$15,000 fee for himself while Infonautics continues his consulting agreement for
$3,000 per month. This consulting agreement is described below. Dr. Morrisett,
as chairman of the board, receives an additional $3,000 per month for his
service on the board. Other directors do not receive compensation for their
service on the board of directors or any committee of the board of directors,
although they are reimbursed for their out-of-pocket expenses for serving on the
board of directors.

                                      120

    Under Infonautics' amended and restated 1996 equity compensation plan, each
non-employee director who was a member of the board of directors as of the
effective date of the plan received a formula grant of a non-qualified stock
option of Infonautics' common stock to purchase 10,000 shares of common stock at
a price equal to the initial public offering price in Infonautics' initial
public offering. Dr. Morgan waived his rights to the initial grant of options to
purchase 10,000 shares of common stock. Each non-employee director who became or
becomes a member of the board of directors after the effective date of the plan
received or will receive a formula grant of a non-qualified stock option to
purchase 10,000 shares of common stock on the date that he became or becomes a
member of the board of directors at an exercise price equal to the fair market
value on the date of grant.

    On each date on which Infonautics holds its annual meeting of shareholders,
each non-employee director in office immediately before and after the annual
election of directors will receive a grant of a non-qualified stock option to
purchase 2,500 shares of common stock at an exercise price equal to the fair
market value on the date of the grant. The term of each option is or will be
five years, and each option is or will be fully and immediately exercisable on
the date of grant.

    Each director is a party to an indemnification agreement with Infonautics.
Under these agreements, the directors are indemnified against liabilities and
expenses incurred because of litigation which may be brought alleging that they
violated their fiduciary duties to Infonautics, if they have not met the
applicable standard of care.

    Dr. Morgan is a party to a consulting agreement with Infonautics under which
he provides consulting services to Infonautics for up to three days per month
for a monthly consulting fee of $3,000. The agreement may be terminated with
10 days' notice by either Dr. Morgan or Infonautics. In general, Dr. Morgan's
services have focused on technical assessment and planning and identification of
the market and strategic opportunities for Infonautics.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    Dr. Morgan, a member of the compensation committee, is party to a consulting
agreement with Infonautics. This consulting agreement is described under
"Compensation of Directors."


RELATED PARTY TRANSACTIONS



    On December 15, 1999, Infonautics closed a transaction with Bell & Howell
Company and its wholly owned subsidiary, Bell and Howell Information and
Learning Company. In the transaction, Infonautics contributed its Electric
Library K-12 and public library business and assets and liabilities into what is
now bigchalk.com, Inc., an Internet education company. Also in the transaction,
Bell and Howell Information and Learning contributed its ProQuest K-12 and
public library business and assets and liabilities into bigchalk.com. As part of
the transaction, Infonautics also sold its e-commerce online archive business to
Bell and Howell Information and Learning and granted an option to bigchalk.com
to purchase Infonautics' Electric Library end-user business. Infonautics owns
approximately 11% of the aggregate common and preferred stock of bigchalk.com as
of February 28, 2001. Two members of Infonautics' board of directors,
Mr. Morris and Dr. Morrisett, are also members of the board of directors of
bigchalk.com and shareholders of bigchalk.com.



    In February 1998, Infonautics entered into an agreement with Marvin I.
Weinberger, the former chairman of the board, chief executive officer and
founder of Infonautics, under which he resigned as chairman and chief executive
officer of Infonautics to become the chief executive officer of a newly formed
company called Electric Schoolhouse, LLC. Under this agreement, Electric
Schoolhouse, LLC was obligated to repay Infonautics for expenses and costs
incurred by Infonautics relating to the Electric Schoolhouse project. The amount
of $118,700 which was owed to Infonautics under this agreement was forgiven in
July 2000 when Mr. Weinberger agreed to convert his shares of class B common
stock to class A common stock. In March 2001, Mr. Weinberger executed a
shareholder agreement in which he agreed to vote all of his shares for approval
of the merger.


                                      121

           AMENDMENT OF THE INFONAUTICS 1996 EQUITY COMPENSATION PLAN

    At the Infonautics annual meeting, the shareholders will vote on a proposal
to amend the Infonautics' amended and restated 1996 equity compensation plan, as
previously amended, to increase the number of shares of common stock reserved
for issuance under the plan from 2,500,000 to 10,000,000. The Infonautics board
of directors unanimously approved the amendment, subject to shareholder
approval, by unanimous written consent dated May 3, 2001.


    The Infonautics board of directors believes the plan helps Infonautics to
attract, retain and motivate employees and other key personnel and to encourage
them to devote their best efforts to the business and financial success of
Infonautics. The board of directors believes that by providing key employees,
non-employee directors and consultants with the opportunity to acquire an equity
interest in Infonautics over time, stock options serve to align their interests
closely with other shareholders. The plan has been amended three times before to
increase the number of authorized shares from 500,000 to 2,500,000. As of
May 9, 2001, Infonautics had granted options to purchase 1,114,092 shares under
the plan. The Infonautics board of directors believes it is in the best interest
of Infonautics to increase the number of shares authorized for issuance under
the plan because the increase will allow Infonautics to continue to grant
stock-based compensation at levels it considers appropriate. Infonautics has no
plans to grant options except as it and Tucows have done in the past, nor are
any shares required to ratify grants for which insufficient shares were
available under the plan, except for options to be issued on conversion of
Tucows stock options.


DESCRIPTION OF THE PLAN

    GENERAL

    The plan was adopted on February 26, 1996. The plan provides for grants of
stock options to selected officers, including officers who are also directors,
of Infonautics or its subsidiaries, other employees of Infonautics or its
subsidiaries and independent contractors and consultants who perform valuable
services to Infonautics or its subsidiaries. Nonemployee directors of
Infonautics are entitled to receive formula stock option grants under the plan.
The plan also provides for grants of restricted stock, stock appreciation rights
and performance units to participants other than non-employee directors. Upon
approval of the proposed amendment to the plan, 8,885,908 shares of common stock
will be reserved for issuance under the plan.

    ADMINISTRATION OF THE PLAN

    The plan is administered by the executive stock option committee, a
subcommittee of the compensation committee of the Infonautics board of
directors. The executive stock option committee can determine the persons to
whom grants may be made, the type, size and other terms and conditions of each
grant, including vesting schedules and the acceleration of vesting and any other
matters arising under the plan. The members of the employee stock option
committee are Lloyd N. Morrisett, and Israel J. Melman and Howard Morgan.

    GRANTS

    Grants under the plan may consist of:

    - options intended to qualify as incentive stock options, or ISOs, under
      section 422 of the Internal Revenue Code,

    - non-qualified stock options that are not intended to qualify as ISOs,

    - restricted stock,

    - stock appreciation rights, or

    - performance units.

                                      122

    ELIGIBILITY FOR PARTICIPATION


    Grants may be made to employees, including officers and directors, of
Infonautics or its subsidiaries and to independent contractors or consultants to
Infonautics or its subsidiaries. Non-employee directors are entitled only to
formula grants of nonqualified stock options. As of April 1, 2001, 39 employees
and five directors, including four non-employee directors, were eligible to
receive grants under the plan. During any calendar year, no participant may
receive grants under the plan for more than 250,000 shares of common stock. As
of May 9, 2001, 421,712 options were outstanding and held by all participants as
a group under the plan, at an average exercise price of $4.50 per share. The
last reported closing price of Infonautics' common stock as reported on the OTC
Bulletin Board maintained by Nasdaq on July 17, 2001 was $0.82.


    OPTIONS

    The exercise price of any ISO granted under the plan will not be less than
the fair market value of the underlying shares of common stock on the date of
grant, except that the exercise price of an ISO granted to an employee who owns
more than 10% of the total combined voting power of all classes of the stock of
Infonautics or its subsidiaries may not be less than 110% of the fair market
value of the underlying shares of common stock on the date of grant. The
exercise price of a non-qualified stock option may be greater than, equal to or
less than the fair market value of the underlying shares of common stock on the
date of grant.

    The employee stock option committee will determine the term of each option,
except that the exercise period may not exceed ten years from the date of grant
and, for an ISO granted to any employee who owns more than 10% of the total
voting power of all outstanding stock of Infonautics or its subsidiaries, the
exercise period may not exceed five years from the date of the grant.

    A participant may pay the exercise price

    - in cash,

    - with approval of the committee, by delivering shares of common stock owned
      by the participant and having a fair market value on the date of exercise
      equal to the exercise price, or

    - by a combination of cash and delivery of shares of common stock.

    NON-EMPLOYEE DIRECTORS

    Non-employee directors are entitled to receive nonqualified stock options in
formula grants under the plan. According to the formula grants:

    - Each non-employee director who was a member of the board of directors as
      of the effective date of the plan received a grant of a non-qualified
      stock option to purchase 10,000 shares of common stock at an exercise
      price equal to the initial public offering price in Infonautics' initial
      public offering.

    - Each non-employee director who first became or becomes a member of the
      board of directors after the effective date of the plan received or will
      receive a grant of 10,000 shares of common stock on the date he became or
      becomes a member of the board of directors, at an exercise price equal to
      the fair market value on the date of grant.

    - On each date on which Infonautics holds its annual meeting of
      shareholders, each non-employee director in office immediately before and
      after the annual election of directors will receive a grant of a
      non-qualified stock option to purchase 2,500 shares of common stock at an
      exercise price equal to the fair market value on the date of the grant.

    - The term of each option is five years.

    - Each option is fully exercisable upon the date of the grant.

                                      123

    STOCK APPRECIATION RIGHTS

    The committee may grant stock appreciation rights alone or in tandem with
any stock option under the plan. The base price of the stock appreciation right
will be the greater of:

    - the exercise price of the related stock option; or

    - the fair market value of a share of common stock on the date of grant.

Upon exercise, the participant will receive the amount by which the fair market
value of the common stock on the date of exercise exceeds the base price. The
participant may elect to have the appreciation paid in cash or in shares of
common stock, subject to committee approval. To the extent that a participant
exercises a tandem stock appreciation right, the related option terminates.
Similarly, on exercise of a stock option, any related stock appreciation right
terminates.

    PERFORMANCE UNITS

    The committee may grant performance unit awards payable in cash or shares of
common stock at the end of a specified performance period under the plan. The
committee will determine the length of the performance period, the maximum
payment value of an award and the required performance goals. Payment will be
contingent upon achieving the performance goals by the end of the performance
period. The measure of a performance unit may, in the committee's discretion, be
equal to the fair market value of a share of common stock. The performance goals
will consist of specified annual levels of one or more performance criteria
determined by the committee, such as:

    - earnings per share,

    - balance sheet measurements,

    - cash return on assets,

    - shareholder return, or

    - return on capital.

    AMENDMENT AND TERMINATION OF THE PLAN

    The Infonautics board of directors may amend or terminate the plan at any
time, except that the board of directors may not amend the plan without
shareholder approval, to:

    - increase the aggregate number of shares of common stock for which grants
      may be made,

    - modify the requirements for eligibility for participation in the plan, or

    - make any amendment that requires shareholder approval under
      section 162(m) of the Internal Revenue Code.

    The plan will terminate on the date immediately preceding the tenth
anniversary of its effective date, unless terminated earlier by the board of
directors or extended by the board of directors with the approval of the
shareholders.

    ADJUSTMENT PROVISIONS

    Subject to the change of control provisions discussed under "Change of
Control of Infonautics", if there is a change in the number or kind of shares of
Infonautics common stock because of a stock dividend, recapitalization, stock
split or similar transaction, the board of directors may appropriately adjust:

    - the number of shares of common stock and the exercise price per share
      subject to the unexercised portion of any outstanding options or stock
      appreciation rights,

                                      124

    - the number of shares of common stock to be acquired pursuant to a grant
      which has not vested, and

    - the number of shares of common stock for which grants may be made under
      the plan.

    CHANGE OF CONTROL OF INFONAUTICS

    If there is a change of control of Infonautics, all options, restricted
stock and stock appreciation rights will become fully vested. Infonautics will
provide each participant with advance written notice before the change of
control, if possible. Each participant will have the right, within 90 days after
the notice, to exercise the options and stock appreciation rights in full. Any
options not exercised on a timely basis will terminate unless they are exchanged
for, or substituted with, options of the successor corporation. If a participant
terminates employment with Infonautics or its successor within 12 months
following a change of control, Infonautics or its successor will distribute to
that participant a lump sum equal to the percentage of the full performance
period during which the participant was in the employ or service of Infonautics
or its successor and all amounts for the prior performance period if not already
distributed.

    A change of control is:

    - a tender offer, merger or other transaction that results in any person or
      group, other than Infonautics, any subsidiary, any employee benefit plan
      or trust of Infonautics or any subsidiary, or Marvin I. Weinberger or any
      affiliate of Marvin I. Weinberger, becoming the owner of more than 40% of
      the common stock or the combined voting power of Infonautics' then
      outstanding securities,

    - a liquidation or a sale of substantially all of Infonautics' assets,

    - the individuals constituting the board of directors or individuals
      nominated or elected by them cease to constitute a majority of the board
      of directors, or

    - Infonautics merges or consolidates with any other corporation other than a
      wholly owned subsidiary and is not the surviving corporation, or survives
      only as a subsidiary of another corporation.

    The proposed merger with Tucows will be a change of control of Infonautics
under the plan.

    SECTION 162(m)

    Under section 162(m) of the Internal Revenue Code, Infonautics may be
precluded from claiming a federal income tax deduction for total remuneration in
excess of $1,000,000 paid to the chief executive officer or to any of the other
four most highly compensated officers in any one year. Total remuneration would
include amounts received upon the exercise of stock options granted under the
plan and the value of shares received when the shares of restricted stock became
transferable or at any other time when income is recognized. There is an
exception for performance-based compensation, including amounts received upon
the exercise of stock options under a plan approved by shareholders that meets
the requirements of section 162(m). The plan is intended to allow grants of
options and stock appreciation rights to be performance-based compensation.
Grants of restricted stock and performance units generally will not qualify as
performance-based compensation.

    Options to purchase the following number of shares of common stock granted
under the plan from establishment of the plan through April 1, 2001 are:

    - David Van Riper Morris, president and chief executive officer, 638,200;

    - Federica O'Brien, vice president and chief financial officer and
      treasurer, 39,100;

    - Gerard J. Lewis, Jr., vice president and general counsel and secretary,
      115,000;

    - Cedarampattu Mohan, vice president and chief technical officer, 113,500;

                                      125

    - Executive officers as a group, 905,800;

    - Non-employee directors as a group, 119,500; and

    - All other employees as a group, 1,186,805.


    NEW PLAN BENEFITS



    The following table provides information about the total number of options
that will be issued in the merger on conversion of Tucows stock options. The
position of the persons listed in the table is the position to be held upon
completion of the merger. The dollar value of the options is based on the
closing price for Infonautics common stock on the OTC Bulletin Board on
July 17, 2001, which was $0.82.





NAME AND POSITION                                         DOLLAR VALUE   NUMBER OF OPTIONS
- -----------------                                         ------------   -----------------
                                                                   
Elliot Noss ............................................   $1,541,662        1,880,076
  Chief executive officer and director
Michael Cooperman ......................................   $  525,567          640,935
  Chief financial officer
Scott Swedorski ........................................   $1,138,728        1,388,693
  Founder, editor-in-chief
Graham Morris ..........................................   $  350,378          427,290
  Chief operating officer
Supriyo Sen ............................................   $  327,019          398,804
  Chief technology officer
Executive officers as a group...........................   $3,883,354        4,735,798
Non-executive director group............................   $  163,510          199,402
Non-executive officer employee group....................   $2,769,976        3,378,019



    FEDERAL INCOME TAX CONSEQUENCES

    The current federal income tax treatment of grants under the plan is
generally described below. Local and state tax authorities may also tax
incentive compensation awarded under the plan, and tax laws are subject to
change. Participants are urged to consult with their personal tax advisors
concerning the application of the general principles discussed below to their
own situations and the application of state and local tax laws.

    NON-QUALIFIED STOCK OPTIONS

    There are no federal income tax consequences to a participant or to
Infonautics upon the grant of a non-qualified stock option under the plan. Upon
the exercise of a non-qualified stock option:

    - a participant will recognize ordinary compensation income in an amount
      equal to the excess of the fair market value of the shares at the time of
      exercise over the exercise price of a non-qualified stock option, and

    - Infonautics generally will be entitled to a corresponding federal income
      tax deduction.

    Upon the sale of shares acquired by the exercise of a non-qualified stock
option, a participant will have a capital gain or loss in an amount equal to the
difference between the amount realized upon the sale and the participant's
adjusted tax basis in the shares. The tax rate of capital gain or loss depends
on the length of time the shares are held.

    INCENTIVE STOCK OPTIONS

    A participant who is granted an ISO will not recognize taxable income for
purposes of the regular income tax, upon either the grant or exercise of the
ISO. However, for purposes of the alternative

                                      126

minimum tax imposed under the Internal Revenue Code, in the year in which an ISO
is exercised, the amount by which the fair market value of the shares acquired
upon exercise exceeds the exercise price will be treated as an item of
adjustment and included in the computation of the recipient's alternative
minimum taxable income.

    If a participant disposes of shares acquired upon exercise of an ISO after
two years from the date the ISO was granted and after one year from the date the
shares were transferred to him upon exercise of the ISO:

    - the participant will recognize capital gain or loss in the amount of the
      difference between the amount realized on the sale and the exercise price,
      or the participant's other tax basis in the shares, and

    - Infonautics will not be entitled to any tax deduction because of the grant
      or exercise of the ISO.

    As a general rule, if a participant disposes of the shares acquired upon
exercise of an ISO before satisfying both holding period requirements, which is
considered a disqualifying disposition:

    - the participant's gain recognized on the disposition will be taxed as
      ordinary income based upon the difference between the fair market value of
      the shares on the date of exercise and the exercise price, and

    - Infonautics will be entitled to a deduction in that amount.

The gain, if any, in excess of the amount recognized as ordinary income on a
disqualifying disposition will be capital gain.

    RESTRICTED STOCK GRANTS

    A participant normally will not recognize taxable income upon receiving a
restricted stock grant, and Infonautics will not be entitled to a deduction,
until the stock is transferable by the participant or no longer subject to a
substantial risk of forfeiture for federal tax purposes, whichever occurs
earlier.

    When the stock is either transferable or is no longer subject to a
substantial risk of forfeiture, the participant will recognize ordinary
compensation income in an amount equal to the fair market value of the shares at
that time, less any amounts paid for the shares, and Infonautics will be
entitled to a deduction in the same amount.

    A participant may elect to recognize ordinary compensation income in the
year the restricted stock grant is awarded in an amount equal to the fair market
value of the shares subject to the restricted stock grant at that time,
determined without regard to the restrictions, less any amounts paid for the
shares. Infonautics generally will be entitled to a corresponding deduction in
the same year. Any gain or loss recognized by the participant upon subsequent
disposition of the shares will be capital gain or loss. If, after making the
election, any shares subject to a restricted stock grant are forfeited, or if
the market value declines during the restriction period, the participant will
not be entitled to any tax deduction or tax refund.

    STOCK APPRECIATION RIGHTS

    There are no federal income tax consequences to a participant or to
Infonautics upon the grant of a stock appreciation right under the plan.

    Upon exercise:

    - if the participant receives the appreciation inherent in the stock
      appreciation right in cash, the participant will recognize ordinary
      compensation income in an amount equal to the cash received;

                                      127

    - if the participant receives the appreciation in shares, the participant
      will recognize ordinary compensation income in an amount equal to the fair
      market value of the shares received; and

    - Infonautics generally will be entitled to a corresponding federal income
      tax deduction.

    Upon the sale of any shares acquired by the exercise of a stock appreciation
right, a participant will have a capital gain or loss in an amount equal to the
difference between the amount realized upon the sale and the participant's
adjusted tax basis in the shares, that is, the amount of ordinary income
recognized by the participant at the time of exercise of the stock appreciation
right. The gain or loss will be long-term or short-term depending upon the
length of time the shares were held.

    PERFORMANCE UNITS

    There are no federal income tax consequences to a participant or to
Infonautics upon the grant of performance units under the plan.

    When the participant receives payment of the performance units:

    - if the participant receives payment in cash, the participant will
      recognize ordinary compensation income in an amount equal to the cash
      received;

    - if the participant receives payment in shares, the participant will
      recognize ordinary compensation income in an amount equal to the fair
      market value of the shares received; and

    - Infonautics generally will be entitled to a corresponding federal income
      tax deduction.

    Upon the sale of any shares acquired upon payment of the performance units,
a participant will have a capital gain or loss in an amount equal to the
difference between the amount realized upon the sale and the participant's
adjusted tax basis in the shares, that is, the amount of ordinary income
recognized by the participant at the time of the payment of the performance
units. The gain or loss will be long-term or short-term depending upon the
length of time the shares were held.

    TAX WITHHOLDING

    Infonautics has the right to deduct from all grants paid in cash or from
other wages paid to an Infonautics employee, any federal, state or local taxes
required by law to be withheld. The participant or other person receiving shares
under the plan will be required to pay to Infonautics the amount of any taxes
which Infonautics is required to withhold relating to the shares. A participant
may elect to satisfy Infonautics' income tax withholding obligation by
withholding shares received from the exercise of a stock option or a restricted
stock grant. The shares withheld may not exceed the participant's marginal tax
rate for federal, state and local tax liabilities.

    NEW PLAN BENEFITS


    Because grants are made by the committee of the board of directors to those
persons whom the committee determines in its discretion should receive grants,
the benefits and amounts that may be received in the future by persons eligible
to participate in the plan are not determinable now, except for future formula
grants to be awarded to non-employee directors.


                                      128

                           MANAGEMENT OF INFONAUTICS



NAME                                                   AGE                        POSITION
- ----                                                 --------   --------------------------------------------
                                                          
David Van Riper Morris.............................        46   President and Chief Executive Officer and
                                                                Director

Federica F. O'Brien................................        43   Vice President and Chief Financial Officer
                                                                and Treasurer

Gerard J. Lewis, Jr................................        40   Vice President and General Counsel and
                                                                Secretary

Cedarampattu Mohan.................................        32   Vice President and Chief Technical Officer

Howard L. Morgan...................................        55   Director

Brian Segal........................................        57   Director

Lloyd N. Morrisett.................................        71   Director

Israel J. Melman...................................        81   Director


    The biographies of the directors of Infonautics are found under "Election of
Infonautics Directors--Nominees for Election" beginning on page 119.

    FEDERICA F. O'BRIEN.  Ms. O'Brien joined Infonautics as director of finance
in June 1996. Ms. O'Brien was appointed acting chief financial officer and
treasurer in June 1998 and was named vice president and chief financial officer
in September 1999. From 1994 to 1996, Ms. O'Brien was a business assurance
manager with Coopers & Lybrand L.L.P., and she is a certified public accountant.

    GERARD J. LEWIS, JR.  Mr. Lewis was named vice president and general counsel
and assistant secretary of Infonautics in February 1997. From May 1996 to
February 1997, Mr. Lewis served as corporate counsel and director of business
development. Before joining Infonautics in May 1996, Mr. Lewis was in private
law practice with Reed Smith Shaw & McClay LLP in Philadelphia, Pennsylvania,
where he practiced in the intellectual property and technology law and related
corporate areas since 1992. Mr. Lewis was appointed secretary of Infonautics in
September 1999.

    CEDARAMPATTU MOHAN.  Mr. Mohan was named vice president and chief technical
officer in January 1999. From May 1997 to December 1998, Mr. Mohan served
Infonautics as director of software product development. Mr. Mohan was hired by
Infonautics in 1995 as a senior engineer. Before joining Infonautics, Mr. Mohan
worked with First Data Corporation, Unisys Corporation and KPMG Peat Marwick in
a variety of engineering, technical and leadership positions.

                                      129

                             EXECUTIVE COMPENSATION

    The following table provides information for the years ended December 31,
2000, 1999 and 1998 concerning compensation paid by Infonautics to:

    - its chief executive officer; and

    - its other most highly compensated executive officers earning $100,000 or
      more who were serving as executive officers as of December 31, 2000.

SUMMARY COMPENSATION TABLE



                                                                                      LONG TERM
                                                                                 COMPENSATION AWARDS
                                                                              -------------------------
                                                        ANNUAL COMPENSATION   SECURITIES
                                                        -------------------   UNDERLYING      OTHER
NAME AND PRINCIPAL POSITION                    YEAR      SALARY     BONUS      OPTIONS     COMPENSATION
- ---------------------------                  --------   --------   --------   ----------   ------------
                                                                            
David Van Riper Morris ....................    2000     $176,041         --          --            --
  President and Chief Executive Officer        1999     $175,000         --     200,000            --
                                               1998     $166,667         --      75,000            --

Federica F. O'Brien .......................    2000     $140,000   $140,000          --            --
  Vice President and Chief Financial           1999     $121,970   $  5,000      20,000            --
  Officer, Treasurer                           1998     $ 86,500         --      13,500            --

Gerard J. Lewis, Jr. ......................    2000     $141,160   $ 42,000          --            --
  Vice President and General Counsel,          1999     $127,256         --      45,000            --
  Secretary                                    1998     $108,986         --      25,000            --

Cedarampattu Mohan ........................    2000     $141,128         --          --            --
  Vice President and Chief Technical           1999     $125,663         --      80,000            --
  Officer                                      1998     $ 90,000         --      20,000            --


OPTION GRANTS IN LAST FISCAL YEAR

    Infonautics did not grant any options to executive officers in 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
  VALUES

    The following table summarizes option exercises during 2000 and the value of
vested and unvested options for the executive officers named in the summary
compensation table above at December 31, 2000. Year-end values are based upon a
price of $0.72 share, which was the closing market price of a share of
Infonautics' common stock on December 31, 2000.



                                                        NUMBER OF SECURITIES              VALUE OF UNEXERCISED
                                                       UNDERLYING UNEXERCISED             IN THE MONEY OPTIONS
                           SHARES                   OPTIONS AT DECEMBER 31, 2000          AT DECEMBER 31, 2000
                          ACQUIRED       VALUE     -------------------------------   -------------------------------
NAME                     ON EXERCISE   REALIZED    EXERCISABLE       UNEXERCISABLE   EXERCISABLE       UNEXERCISABLE
- ----                     -----------   ---------   -----------       -------------   -----------       -------------
                                                                                     
David Van Riper
  Morris...............          --          --       638,200               0             0                     --

Federica F. O'Brien....          --          --        39,000               0             0                     --

Gerard J. Lewis, Jr....          --          --       115,000               0             0                     --

Cedarampattu S. Mohan..          --          --       113,500               0             0                     --


                                      130

OTHER PLANS AND LONG-TERM INCENTIVES


    Infonautics does not sponsor any defined benefit or actuarial plans.
Infonautics does not grant any long-term incentives, other than stock options,
to its executives or other employees, except that on April 2, 2001, Infonautics
offered each holder of its employee stock options a grant of restricted stock in
exchange for all of their outstanding option grants. Under this offer employees
could cancel their options and exchange them for restricted stock under a
formula granting:


    - 0.75 shares of restricted stock for options having an exercise price of
      less than $3.00;

    - 0.50 shares for options with an exercise price between $3.00 and $7.50;
      and

    - 0.25 shares for options with an exercise price of $7.50 or more.


    Mr. Morris, Ms. O'Brien, Mr. Lewis and Mr. Mohan accepted the offer to
exchange all or a portion of their options for restricted shares. After
acceptance of the offer, the holdings of the executive officers named in the
summary compensation table above of stock and options granted under Infonautics'
amended and restated 1996 equity compensation plan are:


    - Mr. Morris holds 241,300 restricted shares and options to purchase 100,000
      shares of common stock;

    - Ms. O'Brien holds 23,625 restricted shares;

    - Mr. Lewis holds 12,500 restricted shares and options to purchase 90,000
      shares of common stock; and

    - Mr. Mohan holds 61,625 restricted shares.

EMPLOYMENT AGREEMENTS


    As of September 5, 1995, Van Morris entered into an employment agreement
with Infonautics that provided for an annual base salary of $135,000.
Mr. Morris' salary is subject to review at least annually and is $200,000. His
employment agreement was subsequently amended on November 4, 1996. At the time
of execution of his employment agreement, Infonautics agreed to grant
Mr. Morris an aggregate of 152,000 options to purchase common stock.
Mr. Morris' employment can be terminated by either party at any time, with
limited non-compete provisions applicable for up to one year after termination,
as long as Infonautics continues salary payments during the non-competition
period. However, if Infonautics terminates Mr. Morris because of his conviction
of a felony or misdemeanor relating to his duties under the agreement,
Infonautics must pay Mr. Morris as severance a lump sum equal to his annual
salary within 30 days of termination. Infonautics must receive a general release
from Mr. Morris before Infonautics is required to make this payment.
Infonautics' obligations to pay Mr. Morris will terminate upon Mr. Morris
obtaining other employment or other full-time consulting work.



    Effective November 24, 1997, Infonautics entered into an employment
agreement with Gerard J. Lewis, Jr. that provided for a base annual salary
$95,000. This salary is subject to review at least annually and is $160,000.
Mr. Lewis' employment can be terminated by either party at any time. Infonautics
could terminate Mr. Lewis without cause, which is defined in the agreement to
include misconduct, criminal acts, substance abuse, a failure to perform or
observe any of the terms or provisions of the agreement or to comply fully with
the lawful directives of Infonautics' board of directors. If Infonautics does
so, it is required to pay as severance a lump sum equal to his annual salary
within 30 days of termination. Before Infonautics is required to make this
payment, Infonautics must receive a general release from Mr. Lewis, and
Mr. Lewis must comply with any provisions of the employment agreement that
expressly survive its termination.


                                      131

MANAGEMENT RETENTION PLAN


    The Infonautics board of directors has adopted a management retention plan
intended to act as an incentive to Infonautics' executive officers to remain
with Infonautics while it seeks strategic alternatives and to address the fact
that two of Infonautics' executive officers did not have employment or severance
agreements with Infonautics. David Van Riper Morris, Federica F. O'Brien,
Cedarampattu S. Mohan and Gerard J. Lewis, Jr. are the participants in the plan.
Under the plan an eligible person is entitled to receive a one-time only payment
when the eligible person leaves Infonautics' employment if the eligible person
is employed on the latest of the dates specified in the table below:




IF EMPLOYED ON:                        PAYMENT SHALL BE EQUAL TO:
- ---------------                        --------------------------
                                    
January 31, 2001.....................  One month of then-current annual
                                       salary for the eligible person

February 28, 2001....................  Three months of then-current annual
                                       salary for the eligible person

March 31, 2001.......................  Six months of then-current annual
                                       salary for the eligible person

April 30, 2001.......................  Ten months of then-current annual
                                       salary for the eligible person



    Any eligible person who is employed by Infonautics upon the final closing of
a strategic transaction involving Infonautics occurring after May 31, 2001 is
entitled to receive a one-time only payment equal to fifteen months of the
eligible person's then-current annual salary. An eligible person is not entitled
to receive a retention payment that is more than fifteen months of then-current
annual salary. Eligible persons who are terminated under employment or severance
agreements and who are entitled to receive severance payments under those
agreements will receive the greater of the severance amount to be paid under
those agreements or the applicable retention payment.


    Under the plan, if the merger is completed and all of the eligible persons
are employed on the date of completion, the eligible persons will receive the
following amounts:



NAME                                                           AMOUNT
- ----                                                          --------
                                                           
David Van Riper Morris......................................  $250,000

Federica F. O'Brien.........................................  $200,000

Cedarampattu S. Mohan.......................................  $200,000

Gerard J. Lewis, Jr.........................................  $200,000


    No officer is entitled to payment under both the retention plan and any
applicable employment of severance agreement. For Mr. Morris and Mr. Lewis, both
of whom have employment agreements with Infonautics, payments under the
retention plan could be less than severance payments under their employment
agreements.


    Infonautics has entered into an agreement with Afilias LLC under which
Infonautics has permitted Mr. Mohan to perform consulting services for Afilias.
Infonautics will receive a consulting fee from Afilias and will be reimbursed
for expenses relating to Mr. Mohan's consulting services. Mr. Mohan will
continue to be employed by Infonautics and will receive his full retention
payment under the management retention plan if he is an Infonautics employee on
the date the merger is completed.


                                      132

                        SECURITY OWNERSHIP OF PRINCIPAL
                        BENEFICIAL OWNERS AND MANAGEMENT

INFONAUTICS

    The following table includes information as of April 2, 2001 about the
ownership of Infonautics common stock

    - by each person known by Infonautics to be the beneficial owner of more
      than five percent of Infonautics' outstanding common stock;

    - by each director of Infonautics;

    - by each executive officer named in the summary compensation table on
      page 130; and

    - by all named executive officers and directors of Infonautics as a group.

    The nature of each shareholder's ownership consists of sole voting and
investment power unless otherwise indicated. The number of shares indicated
includes shares issuable upon the exercise of outstanding stock options held by
each individual or group if the options are exercisable within 60 days of
April 2, 2001.

    The percentage for each individual or group is based on the aggregate of the
shares outstanding as of April 2, 2001, which was 12,945,406 shares, and all
shares issuable upon the exercise of outstanding stock options held by the
individual or group if the options are exercisable within 60 days of April 2,
2001.




                                                          NUMBER OF SHARES      PERCENTAGE OF
NAME AND ADDRESS                                         BENEFICIALLY OWNED   OUTSTANDING SHARES
- ----------------                                         ------------------   ------------------
                                                                        
Marvin I. Weinberger(1) ...............................       1,155,637                   8.9%
  Sabine and Essex Avenues
  Narberth, PA 19072

Emerald Advisors, Inc.(2) .............................         940,200                   7.3%
  P.O. Box 10666
  Lancaster, PA 17605

OFFICERS AND DIRECTORS
- -------------------------------------------------------
David Van Riper Morris(3)..............................         375,400                   2.9%
Howard L. Morgan(4)....................................         250,000                   1.9%
Gerard J. Lewis, Jr.(5)................................         102,650           Less than 1%
Cedarampattu Mohan(6)..................................          64,955           Less than 1%
Israel J. Melman(7)....................................         104,422           Less than 1%
Lloyd N. Morrisett(8)..................................          52,000           Less than 1%
Federica O'Brien(9)....................................          23,625           Less than 1%
Brian Segal(10)........................................          15,000           Less than 1%
All named executive officers and directors as a
  group--8 persons.....................................         998,552                   7.7%



- ------------------------

 (1) Represents:

       - 1,109,693 shares of common stock held directly by Mr. Weinberger;

       - 17,400 shares of common stock under The Marvin Weinberger GST Trust
         dated January 31, 1996. Fran Solow Weinberger, Mr. Weinberger's wife,
         and Howard L. Morgan are trustees under this trust and have shared
         voting and investment power over the shares held by the trust.
         Mr. Weinberger disclaims beneficial ownership of these shares.

                                      133

       - 28,544 shares of common stock held by The Danna Company, an Ohio
         corporation, of which Mr. Weinberger is the president and a director.
         Mr. Weinberger has shared voting and investment power over these shares
         and disclaims beneficial ownership of these shares.

 (2) Represents 940,200 shares of common stock for which the owner has either
     sole voting and investment power or shared voting power and sole investment
     power. All these shares are owned for investment advisory and investment
     company clients of the owner. Kenneth G. Mertz II, president and chief
     investment officer of Emerald Advisors, Inc., exercises voting and
     dispositive power over these shares.

 (3) Represents 34,100 shares of common stock and 241,300 restricted shares of
     common stock and options to purchase 100,000 shares of common stock.

 (4) Represents:

       - 125,000 shares of common stock held directly by Dr. Morgan,

       - options to purchase up to 119,000 shares of common stock held by
         Dr. Morgan, and

       - 6,000 shares of common stock held under three trusts for the benefit of
         Dr. Morgan's children. Eleanor Morgan, Dr. Morgan's wife, and Beverly
         Budin are trustees of all these trusts and have shared voting and
         investment power over the shares held by the trusts. Dr. Morgan
         disclaims beneficial ownership of these shares.

     Excludes 160,000 shares of common stock under The Marvin Weinberger 1996
     Trust Agreement dated January 31, 1996 and 17,400 shares of common stock
     under The Marvin Weinberger GST Trust dated January 31, 1996. Fran Solow
     Weinberger and Dr. Morgan are trustees under both of these trusts and have
     shared voting and investment power over the shares held by the trusts.
     Dr. Morgan disclaims beneficial ownership of these shares.

 (5) Represents 150 shares of common stock, 12,500 restricted shares of common
     stock and options to purchase 90,000 shares of common stock.

 (6) Represents 3,330 shares of common stock and 61,625 restricted shares of
     common stock.

 (7) Represents:

       - 84,670 shares of common stock held directly by Mr. Melman,

       - options to purchase 12,500 shares of common stock held by Mr. Melman,
         and

       - 7,252 shares of common stock held by the Melman Trust, over which
         Mr. Melman has shared voting and investment power.

 (8) Represents 22,000 shares of common stock held jointly by Dr. Morrisett and
     his wife, 10,000 shares of common stock held directly by Dr. Morrisett, and
     options to purchase 20,000 shares of common stock owned by Dr. Morrisett.

 (9) Represents 23,625 restricted shares of common stock.

 (10) Represents options to purchase 15,000 shares of common stock.

TUCOWS

    The following table includes information as of April 2, 2001 about the
ownership of Tucows capital stock by:

    - each person known by Tucows to be the beneficial owner of more than five
      percent of Tucows' outstanding capital stock;

                                      134

    - each director of Tucows;

    - the chief executive officer of Tucows and each of Tucows' four other most
      highly compensated executive officers; and

    - all executive officers and directors of Tucows as a group.


Beneficial ownership is determined under the rules of the Securities and
Exchange Commission. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of common stock
subject to options and warrants held by that person that are exercisable now or
are exercisable within 60 days of April 2, 2001 are considered to be
outstanding. Except as otherwise noted, Tucows believes that the persons named
in the table have sole voting and investment power over the shares of Tucows
capital stock.




                                                               NUMBER OF SHARES      PERCENTAGE OF
NAME AND ADDRESS                                              BENEFICIALLY OWNED   OUTSTANDING SHARES
- ----------------                                              ------------------   ------------------
                                                                             
STI Ventures N.V.(1) .......................................      12,265,527                  29.9%
  Hullenbergweg 379 New Line
  1101 CR, Amsterdam
  Zuid-Oost, The Netherlands

Parman Holding Corp.(2) ....................................       6,672,280                  16.3%
  c/o ONYX Financial Advisors SA
  25, Voie Des Traz
  Chambre 1101
  Port Franc, Batiment Aerogare Fret
  1211 Geneva 5, Switzerland

Hapoalim Nechasim (Menayot) Ltd.(3) ........................       3,912,696                   9.5%
  50 Rothschild Boulevard
  Tel Aviv, Israel

Eurocom Communications Ltd(4) ..............................       3,912,696                   9.5%
  2 Dov Friedman Street
  Ramot-Gan, Israel

Yossi Vardi(5)(7) ..........................................       2,302,624                   5.6%
  12 Shamir Street
  Tel Aviv, Israel

Redel Inc.(6)(7) ...........................................       2,079,038                   5.1%
  c/o ONYX Financial Advisors SA
  25, Voie Des Traz
  Chambre 1101
  Port Franc, Batiment Aerogare Fret
  1211 Geneva 5, Switzerland

OFFICERS AND DIRECTORS
- ------------------------------------------------------------
Elliot Noss(8)..............................................         115,980                   1.9%
Michael Cooperman(9)........................................         241,540           Less than 1%
Scott Swedorski(10).........................................         632,790                   1.5%
Graham Morris(11)...........................................          26,357           Less than 1%
Supriyo Sen.................................................              --                    --
Dennis Bennie(12)...........................................       1,956,348                   4.8%
Erez Gissin(13).............................................       3,912,696                   9.5%
Stanley Stern(14)...........................................          46,509           Less than 1%


                                      135





                                                               NUMBER OF SHARES      PERCENTAGE OF
NAME AND ADDRESS                                              BENEFICIALLY OWNED   OUTSTANDING SHARES
- ----------------                                              ------------------   ------------------
                                                                             
Colin Campbell(15)..........................................       1,979,916                   4.8%
Robert F. Young(16).........................................         131,787           Less than 1%
All current executive officers and directors as a
  group--10 persons.........................................       9,703,923                  23.7%



- ------------------------

  *  Indicates beneficial ownership of less than one percent of the total
     outstanding common stock.


 (1) Represents 12,265,427 shares of preferred stock that are convertible into
     common stock and that are expected to be converted into common stock before
     completion of the merger. Beny Steinmetz and Balda Foundation, have voting
     and dispositive power over these shares.



 (2) Represents 6,672,280 shares of preferred stock that are convertible into
     common stock and that are expected to be converted into common stock before
     completion of the merger and includes 1,781,042 shares held on behalf of
     investors in which Parman disclaims having any beneficial interest. Vessna
     Foundation has voting and dispositive power over the remainder of shares.



 (3) Represents 3,912,696 shares of preferred stock that are convertible into
     common stock and that are expected to be converted into common stock before
     completion of the merger. Yacov Elinav, Issac Bahar, Yossi Dauber, Yoram
     Vaisbram and Ofer Levi, the directors of Hapoalim Nechasim (Menayot) Ltd.,
     have voting and dispositive power over these shares.



 (4) Represents 3,912,696 shares of preferred stock that are convertible into
     common stock and that are expected to be converted into common stock before
     completion of the merger. Shaul Elavitz holds voting and dispositive power
     over these shares.



 (5) Represents 509,293 shares of preferred stock that are convertible into
     common stock and that are expected to be converted into common stock before
     completion of the merger.



 (6) Represents 285,707 shares of preferred stock that are convertible into
     common stock and that are expected to be converted into common stock before
     completion of the merger. Vessna Foundation has voting and dispositive
     power over these shares.



 (7) Mr. Vardi and Redel Inc. each holds an exercisable option to purchase
     1,793,331 shares of preferred stock that are convertible into the same
     number of shares of common stock. These shares are included in the number
     of shares shown in the table for Mr. Vardi and Redel Inc. It is anticipated
     that these options will be canceled upon completion of the merger.


     It is also anticipated that each Tucows stockholder will enter into an
     agreement with Mr. Vardi and Redel Inc. under which each Tucows stockholder
     will deposit into escrow a pro rata portion of the number of shares of
     Infonautics common stock that would be issued if the options held by
     Mr. Vardi and Redel Inc. were exercised before completion of the merger.
     Mr. Vardi and Redel Inc. will have the right to pay into escrow for the
     benefit of the former Tucows stockholders the amount that would have been
     required to exercise the options and to receive, pro rata from each former
     Tucows stockholder, the number of shares of Infonautics common stock
     attributable to the price paid. If Mr. Vardi and Redel Inc. do not make
     these payments for the entire amount of shares that were subject to the
     options by the end of the exercise period, the remaining shares held in
     escrow will be distributed pro rata among the former Tucows stockholders.


 (8) Includes 90,601 shares of common stock, 100,379 shares of preferred stock
     that are convertible into common stock and that are expected to be
     converted into common stock before completion of the merger and options to
     purchase 585,000 shares of common stock.


                                      136


 (9) Includes 63,415 shares of preferred stock that are convertible into common
     stock and that are expected to be converted into common stock before
     completion of the merger and options to purchase 178,125 shares of common
     stock.



 (10) Includes 100,201 shares of common stock, 45,083 shares of preferred stock
      that are convertible into common stock and that are expected to be
      converted into common stock before completion of the merger and options to
      purchase 487,506 shares of common stock.



 (11) Represents 26,357 shares of preferred stock that are convertible into
      common stock and that are expected to be converted into common stock
      before completion of the merger.



 (12) Represents 1,956,348 shares of shares of preferred stock that are
      convertible into common stock, that are expected to be converted into
      common stock before completion of the merger and that are beneficially
      owned by XDL U.S. Holdings Inc., of which Mr. Bennie is an officer,
      director and beneficial owner.



 (13) Represents 3,912,696 shares of preferred stock beneficially owned by
      Eurocom Communications Ltd., as described in note (4) above, of which
      Mr. Gissin is an officer and a shareholder. Mr. Gissin disclaims
      beneficial ownership of these shares except for his pecuniary interest in
      them.



 (14) Represents 46,509 shares of preferred stock that are convertible into
      common stock and that are expected to be converted into common stock
      before completion of the merger.


 (15) Includes:


       - 783,857 shares of common stock and 35,192 shares of preferred stock
         that are convertible into common stock, that are expected to be
         converted into common stock before completion of the merger and that
         are held directly by Mr. Campbell;



       - 914,351 shares of common stock and 41,049 shares of preferred stock
         that are convertible into common stock, that are expected to be
         converted into common stock before completion of the merger and that
         are held by William Campbell, Mr. Campbell's brother; and



       - 196,639 shares of common stock and 8,828 shares of preferred stock that
         are convertible into common stock, that are expected to be converted
         into common stock before completion of the merger and that are held by
         Lillian Campbell, Mr. Campbell's mother.



 (16) Represents 131,787 shares of preferred stock that are convertible into
      common stock and that are expected to be converted into common stock
      before completion of the merger.


                                      137

                 INFORMATION CONCERNING INDEPENDENT ACCOUNTANTS

    PricewaterhouseCoopers LLP has served as Infonautics' independent
accountants since Infonautics was founded in November 1992. Infonautics board of
directors, based upon a recommendation of the audit committee, has selected
PricewaterhouseCoopers LLP to continue as Infonautics' independent accountants
in the coming year. A representative of PricewaterhouseCoopers LLP is expected
to attend the annual meeting. This representative will have an opportunity to
make a statement, if he desires, and will be available to respond to appropriate
questions of shareholders.

    AUDIT FEES.  The aggregate audit fees billed to Infonautics by
PricewaterhouseCoopers LLP during the fiscal year ended December 31, 2000, for
review of Infonautics' annual financial statements and interim financial
statements totaled $66,095.

    FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES.  During the
fiscal year ended December 31, 2000, Infonautics engaged PricewaterhouseCoopers
LLP to provide information technology consulting advice. The aggregate fees
billed to Infonautics by PricewaterhouseCoopers LLP for this advice totaled
$6,300.

    ALL OTHER FEES.  The aggregate fees billed to Infonautics by
PricewaterhouseCoopers LLP during the fiscal year ended December 31, 2000 for
professional services other than audit services and information technology
consulting totaled $300,725.

                     REPORT OF INFONAUTICS AUDIT COMMITTEE

    The Infonautics audit committee report that follows is not incorporated by
reference into any filing made by Infonautics under the Securities Act of 1933
or the Securities Exchange Act of 1934, despite any general statement contained
in any filing incorporating this joint proxy statement/prospectus by reference,
unless Infonautics incorporates the report by specific reference.

    The audit committee of the Infonautics board of directors is composed of
three independent directors as defined in the Marketplace Rules of The Nasdaq
Stock Market, and it operates under a written charter adopted by the Infonautics
board of directors, a copy of which is attached to this joint proxy
statement/prospectus as annex 7. The audit committee recommends to the board of
directors the selection of Infonautics independent accountants.

    Management is responsible for Infonautics' internal controls and the
financial reporting process. Infonautics' independent accountants are
responsible for performing an independent audit of Infonautics' consolidated
financial statements according to generally accepted auditing standards and to
issue a report. The audit committee's responsibility is to monitor and oversee
these processes.

    In this context, the Infonautics audit committee has met and held
discussions with management and the independent accountants. Management
represented to the audit committee that Infonautics' consolidated financial
statements were prepared according to generally accepted accounting principles,
and the audit committee has reviewed and discussed Infonautics' consolidated
financial statements with management and the independent accountants. The
Infonautics audit committee discussed with Infonautics' independent accountants
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees. In the year 2001, the audit committee has
met at least four times with the independent accountants, and Infonautics
management has been excluded from all or part of each meeting.

    Infonautics' independent accountants also provided to the Infonautics audit
committee the written disclosures required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and the audit
committee discussed with the independent accountants that firm's independence.
In so doing, the Infonautics audit committee considered whether the provision of
non-audit services to Infonautics was compatible with maintaining their
independence. The Infonautics

                                      138

audit committee also reviewed the amount of fees paid to PricewaterhouseCoopers
LLP for both audit and non-audit services.

    Based upon the Infonautics audit committee's discussion with Infonautics'
management and independent accountants and its review of the representation of
management and the report of the independent accountants to the audit committee,
the Infonautics audit committee recommended that the Infonautics board of
directors include the audited consolidated financial statements in Infonautics
annual report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission.

                                          Lloyd N. Morrisett
                                          Howard L. Morgan
                                          Brian Segal

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934 requires Infonautics'
directors and executive officers, and persons who own more than ten percent of a
registered class of Infonautics' equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of Infonautics. Officers, directors and ten-percent
shareholders are required by SEC regulation to furnish Infonautics with copies
of all section 16(a) forms they file. Based solely on its review of the copies
of reports received by Infonautics and written representations from reporting
persons that no Forms 5 were required for those persons, Infonautics believes
that during the year ended December 31, 2000, all filing requirements applicable
to its officers, directors and ten-percent shareholders were satisfied.

                                 LEGAL MATTERS

    The validity of the shares of Infonautics stock offered by this joint proxy
statement/prospectus will be passed upon for Infonautics by Morgan, Lewis &
Bockius LLP.

    Skadden, Arps, Slate, Meagher & Flom, LLP, counsel for Tucows, will issue a
tax opinion to Tucows about the federal income tax consequences of the merger. A
partner of Skadden, Arps beneficially owns 22,497 shares of preferred stock of
Tucows.

                                    EXPERTS

    The financial statements incorporated in this joint proxy/prospectus by
reference to the annual report of Infonautics, Inc. on Form 10-K for the year
ended December 31, 2000 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

    The financial statements of bigchalk.com, inc. as of December 31, 2000 and
1999 and for the three years in the period ended December 31, 2000 included in
Infonautics' annual report on Form 10-K for the year ended December 31, 2000
accompanying this joint proxy statement/prospectus and incorporated by reference
in this joint proxy statement/prospectus have been so included in reliance on
the report of KPMG LLP, independent accountants, and upon the authority of said
firm as experts in auditing and accounting.

    The consolidated financial statements of Tucows Inc. as of December 31, 1999
and 2000 and for the period from May 4, 1999 (commencement of operations) to
December 31, 1999 and the year ended December 31, 2000 and the financial
statements of Tucows division of Tucows Interactive Limited as of December 31,
1998 and May 3, 1999 and for the year ended December 31, 1998 and the period
from January 1, 1999 to May 3, 1999 included in this joint proxy
statement/prospectus have been so included

                                      139

in reliance on the reports of KPMG LLP, independent accountants, and upon the
authority of said firm as experts in auditing and accounting.

                                 OTHER MATTERS


    Neither Infonautics nor Tucows intends to bring any matters other than those
described in this joint proxy statement/prospectus before its meeting. Neither
Infonautics nor Tucows has any knowledge of any other matters that may be
introduced by other persons. If any other matters do properly come before either
company's meeting or any adjournment or postponement of either company's
meeting, the persons named in the enclosed proxy forms of Infonautics or Tucows
will vote the proxies in keeping with their judgment on the matters presented.


         SHAREHOLDER PROPOSALS FOR THE INFONAUTICS 2002 ANNUAL MEETING


    Shareholders may submit proposals on matters appropriate for shareholder
action at annual meetings under regulations adopted by the SEC. To be considered
for inclusion in the proxy statement and form of proxy relating to the 2002
annual meeting, shareholder proposals must be received by Infonautics no later
than December 31, 2001. Proposals should be directed to the attention of the
secretary of Infonautics.


                      WHERE YOU CAN FIND MORE INFORMATION

    Infonautics files reports, proxy statements and other information with the
SEC. Copies of these reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the SEC
at:

                                                        
Judiciary Plaza                Citicorp Center                Seven World Trade Center
Room 1024                      500 West Madison Street        13th Floor
450 Fifth Street, N.W.         Suite 1400                     New York, New York 10048
Washington, D.C. 20549         Chicago, Illinois 60661




    Copies of these materials can also be obtained by mail for a fee from the
public reference room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549
or by calling the SEC at l-800-SEC-0330. The SEC maintains a website that
contains reports, proxy statements and other information about Infonautics. The
address of the SEC website is http://www.sec.gov.



    Infonautics has filed a registration statement on Form S-4 under the
Securities Act with the SEC concerning the Infonautics common stock to be issued
in the merger. This joint proxy statement/ prospectus constitutes the prospectus
of Infonautics filed as part of the registration statement. This joint proxy
statement/prospectus does not contain all of the information included in the
registration statement because parts of the registration statement are omitted
under the rules and regulations of the SEC. The registration statement and its
exhibits are available for inspection and copying as described above.


    If you are an Infonautics shareholder and you have any questions about the
merger or the other proposals for Infonautics shareholders, please call
Gerard J. Lewis, Jr., vice president and general counsel of Infonautics, at
(610) 971-8840 or e-mail him at glewis@infonautics.com. If you are a Tucows
stockholder and you have any questions about the merger, please call Brenda
Lazare, general counsel of Tucows at (416) 538-5488.

    This joint proxy statement/prospectus does not constitute an offer to sell,
or a solicitation of an offer to purchase, the securities offered by this joint
proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction
to or from any person to whom or from whom it is unlawful to make the offer,
solicitation of an offer or proxy solicitation in that jurisdiction. Neither the
delivery of this joint

                                      140

proxy statement/prospectus nor any distribution of securities under this joint
proxy statement/prospectus shall, under any circumstances, create any
implication that there has been no change in the information included or
incorporated into this joint proxy statement/prospectus by reference or in the
affairs of Infonautics or Tucows since the date of this joint proxy
statement/prospectus. The information contained in this joint proxy
statement/prospectus about Infonautics was provided by Infonautics, and the
information contained in this joint proxy statement/prospectus about Tucows was
provided by Tucows.

                    INCORPORATION OF DOCUMENTS BY REFERENCE


    The Securities and Exchange Commission allows Infornautics to incorporate by
reference the information Infonautics files with the SEC, which means that
Infonautics can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this joint proxy statement/prospectus, and later information filed with the
Securities and Exchange Commission will update and supersede this information.
This joint proxy statement/prospectus incorporates by reference the documents
described below that Infonautics has filed with the Securities and Exchange
Commission. The documents contain important information about Infonautics and
its finances.


    Infonautics incorporates the following documents by reference:

    - Annual report on Form 10-K for the year ended December 31, 2000, filed
      with the Securities and Exchange Commission on April 3, 2001, which
      accompanies this joint proxy statement/ prospectus;

    - Annual report on Form 10-K/A, filed with the Securities and Exchange
      Commission on April 30, 2001;

    - Quarterly report on Form 10-Q for the quarter ended March 31, 2001, filed
      with the Securities and Exchange Commission on May 15, 2001, which
      accompanies this joint proxy statement/ prospectus;

    - Current report on Form 8-K dated January 3, 2001, as filed with the
      Securities and Exchange Commission on January 8, 2001;

    - Current report on Form 8-K dated February 21, 2001, as filed with the
      Securities and Exchange Commission on March 6, 2001;

    - Current report on Form 8-K dated March 27, 2001, as filed with the
      Securities and Exchange Commission on April 11, 2001; and

    - Current report on Form 8-K dated June 21, 2001, as filed with the
      Securities and Exchange Commission on June 21, 2001.


    Infonautics is also incorporating by reference additional documents that it
files with the Securities and Exchange Commission under section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 between the date of this joint
proxy statement/prospectus and the date on which the merger becomes effective.


                  STATEMENTS ABOUT FORWARD-LOOKING INFORMATION

    The SEC encourages companies to disclose forward-looking information so that
investors can better understand a company's future prospects and make informed
investment decisions. This joint proxy statement/prospectus contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements may be made directly in this
joint proxy statement/prospectus, and they may also be made a part of this joint
proxy statement/prospectus by

                                      141

reference to other documents that accompany or are attached as annexes to this
joint proxy statement/ prospectus. These statements may include statements about
the period following completion of the merger.

    Words such as anticipate, estimate, expects, projects, intends, plans,
believes and words and terms of similar substance used in any discussion of
future operating or financial performance of Infonautics or the merger of
Infonautics and Tucows, identify forward-looking statements. All forward-looking
statements are management's present expectations of future events and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward- looking statements.
The risks related to the businesses of Infonautics and Tucows and to the merger
discussed or referenced under "Risk Factors," could cause actual results to
differ materially from those described in the forward-looking statements.

    Shareholders of Infonautics and stockholders of Tucows are cautioned not to
place undue reliance on the forward-looking statements, which speak only of the
date of this joint proxy statement/ prospectus or the date of the document that
accompanies or is attached as an annex to this joint proxy statement/prospectus.
Neither Infonautics nor Tucows is under any obligation, and each expressly
disclaims any obligation, to update or alter any forward-looking statements.

    All subsequent forward-looking statements attributable to Infonautics or
Tucows or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.

                                      142

                         INDEX TO FINANCIAL STATEMENTS

                                                           
Index to Financial Statements...............................     F-1

Financial Statements of Tucows Division of Tucows
  Interactive Limited.......................................     F-2
      Independent Auditors' Report..........................     F-3
      Balance Sheets as of December 31, 1998 and May 3,
       1999.................................................     F-4
      Statements of Operations for the Year Ended
       December 31, 1998 and the Period from January 1, 1999
       to May 3, 1999.......................................     F-5
      Statements of Comprehensive Income (Loss) for the Year
       Ended December 31, 1998 and the Period from
       January 1, 1999 to May 3, 1999.......................     F-5
      Statements of Cash Flows for the Year Ended
       December 31, 1998 and the Period from January 1, 1999
       to May 3, 1999.......................................     F-6
      Notes to Financial Statements.........................     F-7

Financial Statements of Tucows Inc..........................    F-13
      Independent Auditors' Report..........................    F-14
      Consolidated Balance Sheets as of December 31, 1999
       and 2000 and March 31, 2001 (unaudited)..............    F-15
      Consolidated Statements of Operations for the Period
       from May 4, 1999 to December 31, 1999 and the Year
       Ended December 31, 2000 and for the three months
       ended March 31, 2000 and 2001 (unaudited)............    F-16
      Consolidated Statement of Stockholders' Equity for the
       Period from May 4, 1999 to December 31, 1999 and the
       Year Ended December 31, 2000 and for the three months
       ended March 31, 2001 (unaudited).....................    F-17
      Consolidated Statements of Cash Flows for the Period
       from May 4, 1999 to December 31, 1999 and the Year
       Ended December 31, 2000 and for the three months
       ended March 31, 2000 and 2001 (unaudited)............    F-18
      Notes to Consolidated Financial Statements............    F-19



                                      F-1

                              FINANCIAL STATEMENTS
                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

                                TUCOWS DIVISION
                                       OF
                           TUCOWS INTERACTIVE LIMITED

                          PERIOD FROM JANUARY 1, 1999
                               TO MAY 3, 1999 AND
                          YEAR ENDED DECEMBER 31, 1998

                                      F-2

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Tucows Inc.

    We have audited the accompanying balance sheets of the Tucows Division of
Tucows Interactive Limited as of December 31, 1998 and May 3, 1999 and the
related statements of operations, comprehensive income (loss) and cash flows for
the year ended December 31, 1998 and the period from January 1, 1999 to May 3,
1999. These financial statements are the responsibility of the Division's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Division as of
December 31, 1998 and May 3, 1999 and the results of its operations and its cash
flows for the year ended December 31, 1998 and the period from January 1, 1999
to May 3, 1999 in conformity with generally accepted accounting principles in
the United States of America.

/s/ KPMG LLP

Chartered Accountants

Toronto, Canada
June 9, 2000

                                      F-3

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                                 BALANCE SHEETS
                        (DOLLAR AMOUNTS IN U.S. DOLLARS)



                                                              DECEMBER 31,    MAY 3,
                                                                  1998         1999
                                                              ------------   --------
                                                                       
                                       ASSETS
Current assets:
  Cash and cash equivalents.................................    $127,625     $100,077
  Accounts receivable, net of allowance for doubtful
    accounts of nil.........................................     314,406      328,020
  Prepaid expenses and deposits.............................      14,081       19,425
                                                                --------     --------
    Total current assets....................................     456,112      447,522

Property and equipment (note 2).............................     202,911      267,971
                                                                --------     --------

Total assets................................................    $659,023     $715,493
                                                                ========     ========

                   LIABILITIES AND DIVISIONAL EQUITY (DEFICIENCY)

Current liabilities:
  Accounts payable and accrued liabilities..................    $165,104     $515,324
  Deferred revenue..........................................     148,971      211,164
  Current portion of obligations under capital lease (note
    3)......................................................      20,167       21,833
                                                                --------     --------
    Total current liabilities...............................     334,242      748,321

Deferred revenue, net of current portion....................      66,089       97,069

Obligations under capital lease (note 3)....................      28,684       22,727

Divisional equity (deficiency) (note 4).....................     230,008     (152,624)
                                                                --------     --------

Total liabilities and divisional equity (deficiency)........    $659,023     $715,493
                                                                ========     ========


                See accompanying notes to financial statements.

                                      F-4

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                            STATEMENTS OF OPERATIONS
                        (DOLLAR AMOUNTS IN U.S. DOLLARS)



                                                                                  PERIOD FROM
                                                                                  JANUARY 1,
                                                                 YEAR ENDED         1999 TO
                                                              DECEMBER 31, 1998   MAY 3, 1999
                                                              -----------------   -----------
                                                                            
Net revenues................................................     $2,271,493       $  746,258
Cost of revenues............................................         97,846           57,868
                                                                 ----------       ----------
Gross profit................................................      2,173,647          688,390

Operating expenses:
  Sales and marketing.......................................        695,866          379,484
  Product development.......................................        494,223          289,877
  General and administrative................................        691,458          507,736
  Amortization..............................................        169,050           53,373
                                                                 ----------       ----------
    Total operating expenses................................      2,050,597        1,230,470
                                                                 ----------       ----------

Income (loss) from operations...............................        123,050         (542,080)

Interest expense............................................         (4,815)              --
                                                                 ----------       ----------

Income (loss) before provision for income taxes.............        118,235         (542,080)

Provision for income taxes (recovery) (note 5)..............         55,000          (63,000)
                                                                 ----------       ----------

Net income (loss)...........................................     $   63,235       $ (479,080)
                                                                 ==========       ==========


                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                   STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                        (DOLLAR AMOUNTS IN U.S. DOLLARS)



                                                                                  PERIOD FROM
                                                                                  JANUARY 1,
                                                                 YEAR ENDED         1999 TO
                                                              DECEMBER 31, 1998   MAY 3, 1999
                                                              -----------------   -----------
                                                                            
Net income (loss)...........................................       $63,235         $(479,080)
Change in cumulative translation adjustment.................          (984)            4,101
                                                                   -------         ---------

Comprehensive income (loss).................................       $62,251         $(474,979)
                                                                   =======         =========


                See accompanying notes to financial statements.

                                      F-5

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                            STATEMENTS OF CASH FLOWS
                        (DOLLAR AMOUNTS IN U.S. DOLLARS)



                                                                                  PERIOD FROM
                                                                                  JANUARY 1,
                                                                 YEAR ENDED         1999 TO
                                                              DECEMBER 31, 1998   MAY 3, 1999
                                                              -----------------   -----------
                                                                            
Cash provided by (used in):

Operating activities:
  Net income (loss).........................................      $  63,235        $(479,080)
  Amortization of property and equipment....................        169,050           53,373
  Change in non-cash operating working capital:
    Accounts receivable.....................................       (264,731)          (8,009)
    Prepaid expenses and deposits...........................         (9,820)          (5,093)
    Accounts payable and accrued liabilities................         73,011          347,277
    Deferred revenue........................................        155,601           89,339
                                                                  ---------        ---------
  Net cash provided by (used in) operating activities.......        186,346           (2,193)

Financing activities:
  Capital lease repayments..................................        (26,659)          (5,161)
  Advances from head office.................................        181,453           92,347
                                                                  ---------        ---------
  Cash provided by financing activities.....................        154,794           87,186

Investing activities:
  Purchase of property and equipment........................       (216,963)        (114,816)
                                                                  ---------        ---------
  Cash used in investing activities.........................       (216,963)        (114,816)
                                                                  ---------        ---------

Effect of exchange rate changes on cash and cash
  equivalents...............................................            231            2,275
                                                                  ---------        ---------

Increase (decrease) in cash and cash equivalents............        124,408          (27,548)

Cash, beginning of period...................................          3,217          127,625
                                                                  ---------        ---------

Cash, end of period.........................................      $ 127,625        $ 100,077
                                                                  =========        =========


                See accompanying notes to financial statements.

                                      F-6

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                         NOTES TO FINANCIAL STATEMENTS

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

    These special purpose financial statements have been prepared with respect
to the sale of certain of the business assets of the Tucows Division of Tucows
Interactive Limited to Tucows Inc.

1. SIGNIFICANT ACCOUNTING POLICIES:

    (a) Basis of presentation

       These special purpose financial statements have been prepared in
       accordance with accounting principles generally accepted in the United
       States of America.

       The accompanying financial statements present the financial position and
       results of operations and cash flows of the Division as if such division
       had operated as a separate corporate entity unaffiliated with Tucows
       Interactive Limited. Accordingly, the results of operations reflect
       expenses common to all divisions of Tucows Interactive Limited allocated
       to the Division using a proportional cost allocation method. It is
       management's assertion that the proportional cost allocation method used
       is a practical and reasonable method of allocation of common expenses to
       all divisions of Tucows Interactive Limited. In addition, income taxes
       have been accounted for as if the Division was a separate taxable entity.

    (b) Use of estimates

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and the disclosure of contingent assets and liabilities at the date of
       the financial statements and the reported amounts of revenue and expenses
       during the reporting period. Actual results could differ from those
       estimates.

    (c) Cash and cash equivalents

       All highly liquid investments, with an original term to maturity of three
       months or less at the date of acquisition, are classified as cash
       equivalents.

    (d) Property and equipment

       Property and equipment are stated at cost net of accumulated
       amortization. Amortization is provided so as to amortize the cost of
       depreciable assets over their estimated useful lives at the following
       rates:



                 ASSET                        METHOD                RATE
- ---------------------------------------  -----------------   ------------------
                                                       
Computer equipment.....................  Declining balance                  30%
Furniture and fixtures.................  Declining balance                  20%
Computer software......................      Straight line                  50%
Leasehold improvements.................      Straight line   Over term of lease


    (e) Revenue recognition

       The Division's revenues are derived from Internet domain name
       registration fees, advertising and the online sale of products. Amounts
       received in advance of meeting the revenue recognition criteria below are
       recorded as deferred revenue.

                                      F-7

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
       Registration fees charged to end-users for domain name registration
       services are recognized on a straight-line basis over the life of the
       registration period, which is typically one or two years. End-users
       typically pay for domain registrations with credit cards. A provision for
       chargebacks from credit card carriers is included in accounts payable and
       accrued liabilities and deducted from gross registration fees in
       determining net revenues. Commissions earned by resellers on the sale of
       domain name registrations are deducted from gross registration fees in
       arriving at net revenues.

       Advertising revenues are primarily derived from short-term advertising
       agreements in which the Division typically guarantees a minimum number of
       impressions or pages to be delivered over a specified period of time.
       Advertising revenues are recognized ratably over the period in which the
       advertisement is presented. To the extent that minimum guaranteed
       impressions are not met, the Division defers recognition of the
       corresponding revenues until the guaranteed impressions are achieved.

       The Division has agreements with vendors to digitally distribute their
       products over the Division's delivery network. Net revenue is derived by
       deducting royalties due to vendors from amounts billed to end-users, who
       typically pay for online product purchases with credit cards. Net revenue
       is recorded upon completion of the purchase and delivery of the product
       to the customer. To date, these revenues have not been significant.

    (f) Translation of foreign currency transactions

       Assets and liabilities of the Division have been translated from Canadian
       dollars (which is considered to be the measurement currency) into United
       States dollars (which is the reporting currency) at the exchange rate
       prevailing at the balance sheet date. Revenue and expenses have been
       translated at the average rate for the period. Exchange gains and losses
       resulting from the translation into the reporting currency have been
       included as a separate component of Divisional equity.

    (g) Product and development costs:

       Product development costs are expensed as incurred. The Division accounts
       for the costs of computer software developed or obtained for internal use
       in accordance with Statement of Position ("SOP") 98-1, "Accounting for
       the Costs of Computer Software Developed or Obtained for Internal Use".
       Under this SOP, costs that are incurred in the preliminary stage of
       software development are expensed as incurred. Costs incurred during the
       application and development stage are capitalized and generally include
       external direct costs of materials and services consumed in the
       development and payroll and payroll-related costs for employees who are
       directly associated with the development project. Costs incurred in the
       post implementation and operation stage are expensed as incurred. For the
       period ended May 3, 1999, the application of SOP 98-1 did not have a
       material impact on the financial statements. If the Division had adopted
       the provisions of SOP 98-1 for the year ended December 31, 1998, capital
       assets, net income and divisional equity would have increased by $28,201.
       The capitalized costs of computer software developed for internal use are
       amortized on a straight-line basis over two years.

                                      F-8

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    (h) Income taxes

       The Division's results have been included in the Canadian federal and
       provincial income tax returns of Tucows Interactive Limited. The income
       tax provision (recovery) included in the accompanying statements of
       operations is presented on an "as-if separate return" basis.

       Under the asset and liability method of Statement of Financial Accounting
       Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"), deferred
       tax assets and liabilities are recognized for the future tax consequences
       attributable to differences between the financial statement carrying
       amounts of existing assets and liabilities and their respective tax bases
       and operating loss carryforwards. Deferred tax assets and liabilities are
       measured using enacted tax rates expected to apply to taxable income in
       the years in which those temporary differences are expected to be
       recovered or settled. Under SFAS 109, the effect on deferred tax assets
       and liabilities of a change in tax rates is recognized in the statement
       of income in the period that includes the enactment date. A valuation
       allowance is recorded if it is not "more likely than not" that some
       portion or all of a deferred tax asset will not be recognized.

    (i) Concentration of credit risk

       Financial instruments that potentially subject the Division to
       concentrations of credit risk consist primarily of cash equivalents and
       accounts receivable. Cash equivalents consist of deposits with, or
       guaranteed, by major commercial banks, the maturities of which are three
       months or less from the date of purchase. With respect to accounts
       receivable, management performs periodic credit evaluations of the
       financial condition of its customers and typically does not require
       collateral from them. Management assesses the need for allowances for
       potential credit losses by considering the credit risk of specific
       customers, historical trends and other information.

    (j) Fair values of financial assets and financial liabilities

       The carrying values of cash and cash equivalents, accounts receivable,
       accounts payable and accrued liabilities and obligations under capital
       lease approximate their fair values due to the relatively short periods
       to maturity of the instruments.

                                      F-9

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

2. PROPERTY AND EQUIPMENT:

       Property and equipment consist of the following:



                                                        DECEMBER 31,    MAY 3,
                                                            1998         1999
                                                        ------------   --------
                                                                 
Computer equipment....................................    $113,990     $212,158
Computer software.....................................     212,064      223,319
Furniture and fixtures................................      21,947       26,046
Leasehold improvements................................       6,281        7,600
Equipment under capital lease.........................      67,681       71,273
                                                          --------     --------
                                                           421,963      540,396

Less accumulated amortization.........................     219,052      272,425
                                                          --------     --------
                                                          $202,911     $267,971
                                                          ========     ========


3. CAPITAL LEASE OBLIGATIONS:

       The Division has entered into a lease agreement for computer equipment at
       an imputed interest rate of 8%. Future minimum lease payments under the
       lease are as follows:

                                                           
Year ending May 3,
2000........................................................  $24,715
2001........................................................   21,539
                                                              -------
                                                               46,254

Less amount representing interest...........................    1,694
                                                              -------
                                                               44,560

Less current portion........................................   21,833
                                                              -------
                                                              $22,727
                                                              =======



4. DIVISIONAL EQUITY (DEFICIENCY):

       The Division maintains its own cash accounts which are funded either from
       operations or through financing received from the head office of Tucows
       Interactive Limited. No provision

                                      F-10

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

4. DIVISIONAL EQUITY (DEFICIENCY): (CONTINUED)
       for interest expense has been made for financing provided by Tucows
       Interactive Limited. The activity in the divisional equity (deficiency)
       can be summarized as follows:



                                                                       PERIOD FROM
                                                                       JANUARY 1,
                                                      YEAR ENDED         1999 TO
                                                   DECEMBER 31, 1998   MAY 3, 1999
                                                   -----------------   -----------
                                                                 
Division equity (deficiency), beginning of
  period.........................................      $(13,696)        $ 230,008
Income (loss) for the period.....................        63,235          (479,080)
Net transactions with Tucows Interactive Limited
  head office....................................       181,453            92,347
Change in cumulative translation adjustment......          (984)            4,101
                                                       --------         ---------
Divisional equity (deficiency), end of period....      $230,008         $(152,624)
                                                       ========         =========


5. INCOME TAXES:

       The provision for income taxes differs from the amount computed by
       applying the statutory income tax rate of 45% to the income (loss) before
       provision for income taxes as a result of the following:



                                                                       PERIOD FROM
                                                                       JANUARY 1,
                                                      YEAR ENDED         1999 TO
                                                   DECEMBER 31, 1998   MAY 3, 1999
                                                   -----------------   -----------
                                                                 
Income (loss) before income taxes................       $118,235        $(542,080)
                                                        =======         =========
Computed expected tax provision (recovery).......       $53,000         $(244,000)
Increase in income tax provision or reduction in
  recovery resulting from:
  Non-deductible expenses........................         2,000             7,000
  Change in beginning of the period balance of
    the valuation allowance allocated to income
    tax expense..................................            --           174,000
                                                        -------         ---------
                                                        $55,000         $ (63,000)
                                                        =======         =========


       In assessing the realizability of future tax assets, management considers
       whether it is more likely than not that some portion or all of the future
       tax assets will not be realized. The ultimate realization of future tax
       assets is dependent upon the generation of future taxable income during
       the periods in which those temporary differences become deductible.
       Management considers projected future taxable income, uncertainties
       related to the industry in which the Division operates, and tax planning
       strategies in making this assessment. Based upon the level of historical
       taxable income and projections for future taxable income over the periods
       which the future tax assets are deductible, management believes it is
       appropriate to record a full valuation allowance.

                                      F-11

                               TUCOWS DIVISION OF
                           TUCOWS INTERACTIVE LIMITED

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

6. COMMITMENTS:

       The Division leases office space and is committed to minimum annual
       rental payments under the terms of the lease agreement which expires in
       2001, as follows:

                                                           
2000........................................................   $9,126
2001........................................................    5,324



                                      F-12

                       CONSOLIDATED FINANCIAL STATEMENTS
                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

                                  TUCOWS INC.

                     PERIOD FROM MAY 4, 1999 (COMMENCEMENT
                    OF OPERATIONS) TO DECEMBER 31, 1999 AND
                          YEAR ENDED DECEMBER 31, 2000

                        INFORMATION AS OF MARCH 31, 2001
                           AND THE THREE MONTHS ENDED
                       MARCH 31, 2000 AND MARCH 31, 2001
                                  IS UNAUDITED

                                      F-13

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Tucows Inc.

    We have audited the accompanying consolidated balance sheets of Tucows Inc.
as of December 31, 2000 and 1999 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
2000 and the period from May 4, 1999 (commencement of operations) to
December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2000 and 1999 and the results of its operations and its cash
flows for the year ended December 31, 2000 and the period from May 4, 1999
(commencement of operations) to December 31, 1999 in conformity with accounting
principles generally accepted in the United States of America.

/s/ KPMG LLP
Chartered Accountants
Toronto, Canada
March 24, 2001, except
as to note 13(a) which is
as of March 27, 2001;
note 13(b) which is as of April 26, 2001,
note 13(c) which is as of May 8, 2001,
and note 13(d) which is as of June 27, 2001

                                      F-14

                                  TUCOWS INC.

                           CONSOLIDATED BALANCE SHEET

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)



                                                              DECEMBER 31,   DECEMBER 31,    MARCH 31,
                                                                  1999           2000           2001
                                                              ------------   ------------   ------------
                                                                                            (UNAUDITED)
                                                                                   
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 1,669,887    $ 2,170,195    $  1,081,058
  Accounts receivable, net of allowance for doubtful
    accounts of $73,258 at December 31, 1999, $248,500 at
    December 31, 2000 and $248,500 at March 31, 2001........      659,651        767,104         624,000
  Prepaid digital certificates..............................           --             --         995,071
  Prepaid expenses and deposits.............................      401,471        983,544       1,426,664
  Prepaid domain name registry fees.........................           --      7,873,677       8,959,084
                                                              -----------    ------------   ------------
    Total current assets....................................    2,731,009     11,794,520      13,085,877
Prepaid domain name registry fees, net of current
  portion...................................................           --      1,584,408       1,748,837
Property and equipment (note 4).............................    2,290,237      3,842,364       4,132,168
Intangible assets (note 5)..................................   23,512,533      5,204,446       4,278,586
Investment in Afilias Limited, at cost (note 6).............           --        100,000         100,000
Deferred acquisition costs..................................           --             --         313,098
                                                              -----------    ------------   ------------
Total assets................................................  $28,533,779    $22,525,738    $ 23,658,566
                                                              ===========    ============   ============
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
  Accounts payable..........................................  $   602,124    $ 2,796,892    $  1,772,170
  Accrued liabilities.......................................      315,682      3,467,592       4,065,546
  Customer deposits.........................................           --      2,150,185       2,038,022
  Deferred revenue..........................................      460,826     13,109,801      14,796,982
                                                              -----------    ------------   ------------
    Total current liabilities...............................    1,378,632     21,524,470      22,672,720

Deferred revenue, net of current portion....................      215,400      2,698,131       2,949,772
Stockholders' equity (deficiency):
  Capital stock (note 7):
    Series A convertible preferred stock, $0.001 par value:
      Authorized:
        35,000,000 shares
      Issued and outstanding:
        27,000,000 shares at December 31, 1999 and
          28,677,402 shares at December 31, 2000 and
          March 31, 2001....................................       27,000         28,677          28,677
    Preferred stock, $0.001 par value:
      Authorized:
        5,000,000 shares
      Issued and outstanding:
        Nil shares issued at December 31, 1999 and 2000 and
          March 31, 2001....................................           --             --              --
    Common stock, $0.001 par value:
      Authorized:
        60,000,000 shares
      Issued and outstanding:
        3,000,000 shares at December 31, 1999 and 2000 and
          March 31, 2001....................................        3,000          3,000           3,000
Additional paid-in capital..................................   35,658,800     41,602,936      41,602,936
Common stock to be issued...................................           --      1,512,778       4,537,147
Option (notes 3(a) and 7(b))................................    1,072,412      1,072,412       1,072,412
Deferred stock-based compensation...........................           --       (508,704)       (468,586)
Deficit.....................................................   (9,821,465)   (45,407,962)    (48,739,512)
                                                              -----------    ------------   ------------
      Total stockholders' equity (deficiency)...............   26,939,747     (1,696,863)     (1,963,926)
                                                              -----------    ------------   ------------
Total liabilities and stockholders' equity (deficiency).....  $28,533,779    $22,525,738    $ 23,658,566
                                                              ===========    ============   ============


          See accompanying notes to consolidated financial statements.

                                      F-15

                                  TUCOWS INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)



                                             PERIOD FROM
                                             MAY 4, 1999
                                            (COMMENCEMENT                          THREE MONTHS      THREE MONTHS
                                          OF OPERATIONS) TO      YEAR ENDED            ENDED             ENDED
                                          DECEMBER 31, 1999   DECEMBER 31, 2000   MARCH 31, 2000    MARCH 31, 2001
                                          -----------------   -----------------   ---------------   ---------------
                                                                                    (UNAUDITED)       (UNAUDITED)
                                                                                        
Net revenues (note 12)..................     $ 2,833,509        $ 14,439,829        $ 1,548,728       $  6,391,647
Cost of revenues........................         282,742           7,785,105            613,040          4,091,582
                                             -----------        ------------        -----------       ------------
Gross profit............................       2,550,767           6,654,724            935,688          2,300,065
                                             -----------        ------------        -----------       ------------
Operating expenses:
  Sales and marketing, which includes
    stock-based compensation of nil for
    the period from May 4, 1999
    (commencement of operations) to
    December 31, 1999 and $93,092 for
    the year ended December 31, 2000 and
    $13,109 for the three months ended
    March 31, 2000 and $27,105 for the
    three months ended March 31, 2001...       2,120,063          11,121,051          1,810,102          1,951,076
  Technical operations and development
    expenses............................       1,095,083           4,132,301            518,440          1,246,084
  General and administrative, which
    includes stock-based compensation of
    $1,072,412 for the period from
    May 4, 1999 (commencement of
    operations) to December 31, 1999 and
    $49,018 for the year ended
    December 31, 2000 and $9,254 for the
    three months ended March 31, 2000
    and $13,013 for the three months
    ended March 31, 2001................       2,242,372           4,704,213            752,934            844,360
  Amortization of property and
    equipment...........................         227,379           1,700,944            395,161            690,673
  Amortization of intangible assets.....       6,717,599          10,697,866          2,519,203            925,860
  Write-down of intangible assets (note
    5)..................................              --          10,100,000                 --                 --
                                             -----------        ------------        -----------       ------------
    Total operating expenses............      12,402,496          42,456,375          5,995,840          5,658,053
                                             -----------        ------------        -----------       ------------
Loss from operations....................      (9,851,729)        (35,801,651)        (5,060,152)        (3,357,988)

Interest income, net....................          30,264             215,154             20,667             26,438
                                             -----------        ------------        -----------       ------------
Loss before provision for income
  taxes.................................      (9,821,465)        (35,586,497)        (5,039,485)        (3,331,550)

Provision for income taxes (note 10)....              --                  --                 --                 --
                                             -----------        ------------        -----------       ------------
Loss for the period.....................     $(9,821,465)       $(35,586,497)       $(5,039,485)      $ (3,331,550)
                                             ===========        ============        ===========       ============
Basic and diluted loss per common
  share.................................     $     (3.27)       $     (11.86)       $     (1.68)      $      (1.01)
                                             ===========        ============        ===========       ============
Shares used in computing basic and
  diluted loss per common share.........       3,000,000           3,000,000          3,000,000          3,295,982
                                             ===========        ============        ===========       ============


          See accompanying notes to consolidated financial statements.

                                      F-16

                                  TUCOWS INC.

          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)


                                                      SERIES A
                                                     CONVERTIBLE
                             COMMON STOCK          PREFERRED STOCK      ADDITIONAL      COMMON                    DEFERRED
                         --------------------   ---------------------     PAID-IN      STOCK TO                  STOCK-BASED
                          NUMBER      AMOUNT      NUMBER      AMOUNT      CAPITAL     BE ISSUED      OPTION     COMPENSATION
                         ---------   --------   ----------   --------   -----------   ----------   ----------   -------------
                                                                                        
Balances, May 4, 1999
  (commencement of
  operations)..........         --    $   --            --   $    --    $        --   $       --   $       --     $      --
Issued for cash........         --        --    27,000,000    27,000     30,973,000           --           --            --
Issued on acquisition
  of business..........  3,000,000     3,000            --        --        685,800           --           --            --
Issuance of option.....         --        --            --        --             --           --    1,072,412            --
Additional capital
  contribution.........         --        --            --        --      4,000,000           --           --            --
Loss for the period....         --        --            --        --             --           --           --            --
                         ---------    ------    ----------   -------    -----------   ----------   ----------     ---------
Balances, December 31,
  1999.................  3,000,000     3,000    27,000,000    27,000     35,658,800           --    1,072,412            --
Issued for cash........         --        --     1,677,402     1,677      5,293,322           --           --            --
Acquisition of Eklektix
  Inc. (note 3(a)).....         --        --            --        --             --    1,500,000           --            --
Exercise of stock
  options for cash.....         --        --            --        --             --       12,778           --            --
Deferred stock-based
  compensation.........         --        --            --        --        650,814           --           --      (650,814)
Amortization of
  deferred stock-based
  compensation.........         --        --            --        --             --           --           --       142,110
Loss for the period....         --        --            --        --             --           --           --            --
                         ---------    ------    ----------   -------    -----------   ----------   ----------     ---------
Balances, December 31,
  2000.................  3,000,000     3,000    28,677,402    28,677     41,602,936    1,512,778    1,072,412      (508,704)
Rights issue for cash
  (unaudited)..........         --        --            --        --             --    2,999,973           --            --
Exercise of stock
  options for cash
  (unaudited)..........         --        --            --        --             --       24,396           --            --
Amortization of
  deferred stock-based
  compensation
  (unaudited)..........         --        --            --        --             --           --           --        40,118
Loss for the period
  (unaudited)..........         --        --            --        --             --           --           --            --
                         ---------    ------    ----------   -------    -----------   ----------   ----------     ---------
Balance March 31, 2001
  (unaudited)..........  3,000,000    $33,000   28,677,402   $28,677    $41,602,936   $4,537,147   $1,072,412     $(468,586)
                         =========    ======    ==========   =======    ===========   ==========   ==========     =========



                                            TOTAL
                                        STOCKHOLDERS'
                           DEFICIT         EQUITY
                         ------------   -------------
                                  
Balances, May 4, 1999
  (commencement of
  operations)..........  $         --   $         --
Issued for cash........            --     31,000,000
Issued on acquisition
  of business..........            --        688,800
Issuance of option.....            --      1,072,412
Additional capital
  contribution.........            --      4,000,000
Loss for the period....    (9,821,465)    (9,821,465)
                         ------------   ------------
Balances, December 31,
  1999.................    (9,821,465)    26,939,747
Issued for cash........            --      5,294,999
Acquisition of Eklektix
  Inc. (note 3(a)).....            --      1,500,000
Exercise of stock
  options for cash.....            --         12,778
Deferred stock-based
  compensation.........            --             --
Amortization of
  deferred stock-based
  compensation.........            --        142,110
Loss for the period....   (35,586,497)   (35,586,497)
                         ------------   ------------
Balances, December 31,
  2000.................   (45,407,962)    (1,696,863)
Rights issue for cash
  (unaudited)..........            --      2,999,973
Exercise of stock
  options for cash
  (unaudited)..........            --         24,396
Amortization of
  deferred stock-based
  compensation
  (unaudited)..........            --         40,118
Loss for the period
  (unaudited)..........    (3,331,550)    (3,331,550)
                         ------------   ------------
Balance March 31, 2001
  (unaudited)..........  $(48,739,512)  $ (1,963,926)
                         ============   ============


          See accompanying notes to consolidated financial statements.

                                      F-17

                                  TUCOWS INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)



                                               PERIOD FROM
                                               MAY 4, 1999
                                              (COMMENCEMENT                           THREE MONTHS        THREE MONTHS
                                            OF OPERATIONS) TO     YEAR ENDED TO           ENDED               ENDED
                                            DECEMBER 31, 1999   DECEMBER 31, 2000    MARCH 31, 2000      MARCH 31, 2001
                                            -----------------   -----------------   -----------------   -----------------
                                                                                       (UNAUDITED)         (UNAUDITED)
                                                                                            
Cash provided by (used in):

Operating activities:
  Loss for the period.....................    $ (9,821,465)       $(35,586,497)       $ (5,039,485)       $ (3,331,550)
  Items not involving cash:
    Amortization of property and
      equipment...........................         227,379           1,700,944             395,161             864,955
    Amortization of intangible assets.....       6,717,599          10,697,866           2,519,203             925,860
    Write-down of intangible assets.......              --          10,100,000                  --                  --
    Stock-based compensation..............       1,072,412                  --                  --                  --
    Amortization of deferred stock-based
      compensation........................              --             142,110              22,363              40,118
  Change in non-cash operating working
    capital:
    Accounts receivable...................        (480,715)           (107,453)           (112,807)            143,104
    Prepaid digital certificates..........              --                  --                  --            (995,071)
    Prepaid expenses and deposits.........        (376,411)           (582,073)           (334,750)           (443,120)
    Prepaid domain name registry fees.....              --          (9,458,085)         (1,236,400)         (1,249,836)
    Accounts payable......................         602,124           2,204,989              73,119          (1,024,722)
    Accrued liabilities...................         315,682           3,151,910             284,763             597,954
    Customer deposits.....................              --           2,150,185             653,890            (112,163)
    Deferred revenue......................         676,226          15,131,706           2,652,402           1,938,822
                                              ------------        ------------        ------------        ------------
  Net cash used in operating activities...      (1,067,169)           (454,398)           (122,541)         (2,645,649)

Financing activities:
  Proceeds on issue of Series A
    convertible preferred stock...........      35,000,000           5,294,999           5,294,999                  --
  Proceeds on rights issue................              --                  --                  --           2,999,973
  Proceeds received on common stock to be
    issued................................              --              12,778                  --              24,396
                                              ------------        ------------        ------------        ------------
  Cash provided by financing activities...      35,000,000           5,307,777           5,294,999           3,024,369

Investing activities:
  Acquisition of net assets of the Tucows
    Division of Tucows Interactive
    Limited...............................     (30,000,000)                 --                  --                  --
  Acquisition of net assets of Eklektix
    Inc...................................              --          (1,000,000)                 --                  --
  Investment in Afilias Limited...........              --            (100,000)                 --                  --
  Additions to property and equipment.....      (2,262,944)         (3,253,071)           (705,691)         (1,154,759)
  Deferred acquisition costs..............              --                  --                  --            (313,098)
                                              ------------        ------------        ------------        ------------
  Cash used in investing activities.......     (32,262,944)         (4,353,071)           (705,691)         (1,467,857)
                                              ------------        ------------        ------------        ------------
Increase (decrease) in cash and cash
  equivalents.............................       1,669,887             500,308           4,466,767          (1,089,137)

Cash and cash equivalents, beginning of
  period..................................              --           1,669,887           1,669,887           2,170,195
                                              ------------        ------------        ------------        ------------
Cash and cash equivalents, end of
  period..................................    $  1,669,887        $  2,170,195        $  6,136,654        $  1,081,058
                                              ============        ============        ============        ============
Supplemental cash flow information:
  Interest paid...........................    $        377        $         --        $        710        $        303
                                              ============        ============        ============        ============
  Income taxes paid.......................    $         --        $         --        $         --        $         --
                                              ============        ============        ============        ============
Supplemental disclosure of non-cash
  investing and financing activities:
  Common stock to be issued on the
    acquisition of Eklektix Inc...........    $         --        $  1,500,000        $         --        $         --
  Value assigned to common stock issued on
    acquisition of the Tucows Division of
    Tucows Interactive Limited............    $    688,800        $         --        $         --        $         --


          See accompanying notes to consolidated financial statements.

                                      F-18

                                  TUCOWS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

1.  ORGANIZATION OF THE COMPANY:

    The Company provides Internet domain name registration and other online
products and services such as the delivery of private label applications,
services and content through its global Internet-based distribution network to
Internet Service Providers, Web hosting companies and telecommunications and
cable companies.

2.  SIGNIFICANT ACCOUNTING POLICIES:

    These financial statements are stated in U.S. dollars, except where
otherwise noted. The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America.

    (a) Basis of consolidation

       These consolidated financial statements include the accounts of the
       Company and its wholly owned subsidiaries. All significant intercompany
       balances and transactions have been eliminated on consolidation.

       Investments, which the Company is unable to exercise significant
       influence, are recorded at cost and written down only when there is
       evidence that a decline in value that is other than temporary has
       occurred.

    (b) Unaudited interim financial statements

       The unaudited interim consolidated balance sheet of the Company as of
       March 31, 2001 and the consolidated statements of operations, and the
       consolidated statement of stockholders' equity (deficiency) for the three
       months ended March 31, 2001 and cash flows for each of the three months
       ended March 31, 2000 and 2001 have been included herein. In the opinion
       of management, these unaudited interim consolidated financial statements
       reflect all adjustments, consisting only of normal recurring adjustments,
       necessary to present fairly the financial position of the Company as of
       March 31, 2001 and the results of its operations and its cash flows for
       each of the three months ended march 31, 2000 and 2001. Results for the
       three months ended March 31, 2001 are not necessarily indicative of the
       results to be expected for the entire year.

    (c) Use of estimates

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and the disclosure of contingent assets and liabilities at the date of
       the financial statements and the reported amounts of revenues and
       expenses during the reporting period. Actual results could differ from
       those estimates.

    (d) Cash and cash equivalents

       All highly liquid investments, with an original term to maturity of three
       months or less at the date of acquisition, are classified as cash
       equivalents.

                                      F-19

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    (e) Property and equipment

       Property and equipment are stated at cost net of accumulated
       amortization. Amortization is provided on a straight-line basis so as to
       amortize the cost of depreciable assets over their estimated useful lives
       at the following annual rates:



ASSET                                                             RATE
- -----                                                      ------------------
                                                        
Computer equipment.......................................                 30%
Computer software........................................                 50%
Furniture and equipment..................................                 20%
Leasehold improvements...................................  Over term of lease


       The Company regularly reviews the carrying values of its property and
       equipment for potential impairment in value. An impairment loss would be
       recognized when estimated undiscounted future cash flows expected to
       result from the use of the asset and its eventual disposition is less
       than its carrying amount. If such assets are considered impaired, the
       amount of the impairment loss recognized is measured as the amount by
       which the carrying value of the asset exceeds the fair value of the
       asset, fair value being determined based upon discounted cash flows or
       appraised values, depending on the nature of the asset.

    (f) Intangible assets

       Goodwill represents the excess of the purchase price over the fair values
       of net assets acquired, and is being amortized on a straight-line basis
       over three years.

       Non-competition agreements were entered into with the former owners of
       the Tucows Division of Tucows Interactive Limited (note 3(b)). These
       balances are being amortized on a straight-line basis over the term of
       the non-competition agreement, being three years.

       The Company regularly reviews the carrying value of its intangible assets
       for potential impairment in value. An impairment loss would be recognized
       when estimated undiscounted future cash flows expected to result from the
       use of the asset and its eventual disposition is less than its carrying
       amount. If such assets are considered impaired, the amount of the
       impairment loss recognized is measured as the amount by which the
       carrying value of the asset exceeds the fair value of the asset, fair
       value being determined based upon discounted cash flows or appraised
       values, depending on the nature of the asset. Any impairment in the
       carrying value of intangible assets is charged to the statement of
       operations.

    (g) Revenue recognition

       The Company's revenues are derived from Internet private label domain
       name registration services, software and other digital content
       distribution and advertising. Amounts received in advance of meeting the
       revenue recognition criteria below are recorded as deferred revenue.

       Registration fees charged for domain name registration and ancillary
       services are recognized on a straight-line basis over the life of the
       registration period, which ranges from one to ten years and are net of
       any promotional rebates. A provision for chargebacks from credit card

                                      F-20

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
       carriers is included in accounts payable and accrued liabilities and
       deducted from gross registration fees in determining net revenues.

       The Company has agreements with vendors to digitally distribute their
       products over the Company's delivery network. Net revenue is derived by
       deducting royalties due to vendors from amounts billed to end-users, who
       typically pay for online product purchases with credit cards. Net revenue
       is recorded upon completion of the purchase and delivery of the product
       to the customer. To date, these revenues have not been significant.

       Advertising revenues are primarily derived from short-term advertising
       agreements in which the Company typically guarantees a minimum number of
       impressions or pages to be delivered over a specified period of time.
       Advertising revenues are recognized ratably over the period in which the
       advertisement is presented. To the extent that minimum guaranteed
       impressions are not met, the Company defers recognition of the
       corresponding revenues until the guaranteed impressions are achieved. In
       addition, the Company will enter into barter arrangements with other
       Internet companies to place advertisements on each other's web sites.
       Revenue and expense from an advertising barter transaction is recognized
       only when the value of the advertising surrendered is determinable based
       on the Company's own historical practice of receiving cash for similar
       advertising. The Company recognized $342,609 of barter advertising
       revenue for the period from May 4, 1999 (commencement of operations) to
       December 31, 1999 and $988,878 for the year ended December 31, 2000 and
       $462,596 (unaudited) for the three month period ended March 31, 2000 and
       $nil (unaudited) for the three month period ended March 31, 2001.

    (h) Prepaid digital certificates:

       Prepaid digital certificates are recorded at the lower of cost or net
       realizable value and represents amounts paid for digital certificates to
       be sold to the Company's customers. Prepaid digital certificates are
       recognized as cost of sales as the certificates are sold.

    (i) Prepaid domain name registry fees:

       Prepaid domain name registry fees represent amounts paid to registrants
       for .com, .net, .org and country code domains for updating and
       maintaining the registries. Domain name registry fees are recognized on a
       straight-line basis over the life of the registration term for initial
       registrations and registration renewals.

    (j) Translation of foreign currency transactions

       Monetary assets and liabilities of the Company and of its wholly owned
       subsidiaries that are denominated in foreign currencies are translated
       into United States dollars (which is considered to be the measurement
       currency) at the exchange rate prevailing at the balance sheet date.
       Non-monetary assets and liabilities are translated at the historical
       exchange rate. Transactions included in operations are translated at the
       average rate for the period. Exchange gains and losses, which were not
       material, resulting from the translation of these foreign denominated
       amounts are reflected in the consolidated statement of operations in the
       period in which they occur.

                                      F-21

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    (k) Development costs

       Development costs are expensed as incurred. The Company accounts for the
       costs of computer software developed or obtained for internal use in
       accordance with Statement of Position ("SOP") 98-1, "Accounting for the
       Costs of Computer Software Developed or Obtained for Internal Use". Under
       this SOP, costs that are incurred in the preliminary stage of software
       development are expensed as incurred. Costs incurred during the
       application and development stage are capitalized and generally include
       external direct costs of materials and services consumed in the
       development and payroll and payroll-related costs for employees who are
       directly associated with the development project. Costs incurred in the
       post implementation and operation stage are expensed as incurred. Costs
       of upgrades and enhancements are accounted for in the accounts based on
       the same criteria as the original computer software developed or obtained
       for internal use such that: costs related to the preliminary stage of
       software development and during the post implementation period are
       expensed as incurred and costs incurred during the application and
       development stage are capitalized. The Company capitalized $96,792 for
       the period from May 4, 1999 (commencement of operations) to December 31,
       1999 and $668,222 for the year ended December 31, 2000 and $69,615
       (unaudited) for the three month period ended March 31, 2000 and $439,500
       (unaudited) for the three month period ended March 31, 2001 of such costs
       relating to the development of internal use software. The capitalized
       costs of computer software developed for internal use is amortized on a
       straight-line basis over two years from the date the software is put into
       use.

    (l) Income taxes

       Under the asset and liability method of Statement of Financial Accounting
       Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"), deferred
       tax assets and liabilities are recognized for the future tax consequences
       attributable to differences between the financial statement carrying
       amounts of existing assets and liabilities and their respective tax bases
       and operating loss carryforwards. Deferred tax assets and liabilities are
       measured using enacted tax rates expected to apply to taxable income in
       the years in which those temporary differences are expected to be
       recovered or settled. Under SFAS 109, the effect on deferred tax assets
       and liabilities of a change in tax rates is recognized in the
       consolidated statement of operations in the period that includes the
       enactment date. A valuation allowance is recorded if it is not "more
       likely than not" that some portion of or all of a deferred tax asset will
       not be realized.

    (m) Stock-based compensation

       The Company has elected to follow Accounting Principles Board Opinion
       No. 25 ("APB 25"), "Accounting for Stock Issued to Employees" and related
       interpretations, in accounting for its employee stock options. Under APB
       25, deferred stock-based compensation is recorded at the option grant
       date in an amount equal to the difference between the fair market value
       of a common share and the exercise price of the option. Deferred
       stock-based compensation resulting from employee option grants is
       amortized over the vesting period of the individual options, generally
       four years, in accordance with Financial Accounting Standards Board
       Interpretation No. 28.

                                      F-22

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
       Stock options granted to consultants and other non-employees are
       accounted for using the fair value method under Statement of Financial
       Accounting Standards No. 123 "Accounting for Stock-based Compensation"
       ("SFAS 123"). Under this method, the fair value of options granted is
       recognized at its fair value as services are performed and options are
       earned.

    (n) Loss per common share

       Loss per common share has been calculated on the basis of loss for the
       period divided by the weighted average number of common shares
       outstanding during each period. The dilutive effect on loss per common
       share, calculated assuming that the Series A convertible preferred
       shares, the Series A convertible preferred share options and the common
       share options outstanding at the end of the period had been issued,
       converted or exercised at the later of the beginning of the period or
       their date of issuance, is anti-dilutive.

    (o) Concentration of credit risk

       Financial instruments that potentially subject the Company to
       concentrations of credit risk consist primarily of cash equivalents and
       accounts receivable. Cash equivalents consist of deposits with, or
       guaranteed by, major commercial banks, the maturities of which are three
       months or less form the date of purchase. With respect to accounts
       receivable, the Company performs periodic credit evaluations of the
       financial condition of its customers and typically does not require
       collateral from them. Management assesses the need for allowances for
       potential credit losses by considering the credit risk of specific
       customers, historical trends and other information.

       During the year ended December 31, 2000, one customer accounted for 12%
       of net revenues and during the three months ended March 31, 2001, one
       customer accounted for 18% net revenues.

    (p) Fair values of financial assets and financial liabilities

       The carrying values of cash and cash equivalents, accounts receivable,
       accounts payable and accrued liabilities approximate their fair values
       due to the relatively short periods to maturity of the instruments.

    (q) Comprehensive income

       The Company follows Statement of Financial Accounting Standards No. 130,
       "Reporting Comprehensive Income" ("SFAS No. 130"). This statement
       requires companies to classify items of their comprehensive income by
       their nature in the financial statements and display the accumulated
       balance of other comprehensive income separately from deficit and
       additional paid-in capital in the equity section of the balance sheet.
       There was no difference between loss for the period and comprehensive
       income for the period from May 4, 1999 (commencement of operations) to
       December 31, 1999 and the year ended December 31, 2000 or the three month
       periods ended March 31, 2000 and 2001.

                                      F-23

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    (r) Segment reporting

       The Company follows Statement of Financial Accounting Standards No. 131,
       "Disclosures about Segments of an Enterprise and Related Information"
       ("SFAS 131"), which establishes standards for reporting information about
       operating segments in annual financial statements. It also establishes
       standards for related disclosures about products and services, geographic
       areas and major customers. The Company operates in one business segment.

       The Company's revenues are attributed to the country in which the
       contract originates, primarily Canada. Revenues from domain names issued
       from the Toronto, Canada location are attributed to Canada because it is
       impracticable to determine the country of the customer.

    (s) Recent accounting pronouncements

       In June 1998, the Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standards No. 133, "Accounting for
       Derivative Instruments and Hedging Activities" ("SFAS No. 133"). In June
       2000, the FASB issued Statement of Financial Accounting Standards
       No. 138, "Accounting for Certain Hedging Activities" ("SFAS No. 138"),
       which amended SFAS No. 133. SFAS 138 must be adopted concurrently with
       the adoption of SFAS No. 133. The Company was required to adopt these
       statements for the quarter ended March 31, 2001. SFAS No. 133 and SFAS
       No. 138 establish methods of accounting for derivative financial
       instruments and hedging activities related to those instruments as well
       as other hedging activities. Because the Company currently holds no
       derivative financial instruments and the Company does not currently
       engage in hedging activities, the adoption of SFAS No. 133 and SFAS
       No. 138 did not have a material impact on the Company's financial
       condition or results of operations on adoption.

                                      F-24

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

3.  BUSINESS ACQUISITIONS:

    (a) On April 4, 2000, the Company acquired 100% of the outstanding shares of
       Eklektix Inc., a newsletter publishing company. Total consideration
       consisted of $1,000,000 in cash and $1,500,000 in common shares valued at
       $3.16 per share which is equal to the estimated fair value of the
       Company's common shares on April 4, 2000. The shares will be issued in
       April, 2001. There are no contingency or performance requirements of
       these shares. The acquisition has been accounted for as a purchase and,
       accordingly, these consolidated financial statements include the results
       of operations from the date of acquisition. The fair value of the assets
       acquired, based on the consideration paid, is as follows:

                                                           
Net assets acquired.........................................  $   10,221
Goodwill....................................................   2,489,779
                                                              ----------
                                                              $2,500,000
                                                              ==========



       A pro forma statement of operations to reflect the acquisition of
       Eklektix Inc. has not been presented as it would not be materially
       different than the Company's consolidated statement of operations.

    (b) On May 4, 1999, the Company acquired certain of the business assets of
       the Tucows Division of Tucows Interactive Limited. Total consideration
       consisted of $30,000,000 in cash and 3,000,000 common shares of the
       Company having a fair value of $688,800. The acquisition has been
       accounted for as a purchase and, accordingly, these consolidated
       financial statements include the results of operations from the date of
       acquisition. The fair value of the assets acquired, based on the
       consideration paid, is as follows:

                                                           
Accounts receivable.........................................  $   178,936
Prepaid expenses and deposits...............................       25,060
Property and equipment......................................      254,672
Non-competition agreements..................................    2,000,000
Goodwill....................................................   28,230,132
                                                              -----------
                                                              $30,688,800
                                                              ===========



                                      F-25

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

4.  PROPERTY AND EQUIPMENT:

    Property and equipment consist of the following:



                                           DECEMBER 31,    DECEMBER 31,     MARCH 31,
                                               1999            2000           2001
                                           -------------   -------------   -----------
                                                                           (UNAUDITED)
                                                                  
Computer equipment.......................   $  774,728      $2,370,759     $2,472,492
Computer software........................    1,162,547       2,047,193      3,093,030
Furniture and equipment..................       75,079         773,704        780,893
Leasehold improvements...................      505,262         579,031        551,698
                                            ----------      ----------     ----------
                                             2,517,616       5,770,687      6,898,113
Less accumulated amortization............      227,379       1,928,323      2,765,945
                                            ----------      ----------     ----------
                                            $2,290,237      $3,842,364     $4,132,168
                                            ==========      ==========     ==========


5.  INTANGIBLE ASSETS:

    Intangible assets consist of the following:



                                        DECEMBER 31,    DECEMBER 31,     MARCH 31,
                                            1999            2000           2001
                                        -------------   -------------   -----------
                                                                        (UNAUDITED)
                                                               
Goodwill..............................   $28,230,132     $30,719,911    $30,719,911
Non-competition agreements............     2,000,000       2,000,000      2,000,000
                                         -----------     -----------    -----------
                                          30,230,132      32,719,911     32,719,911
Less accumulated amortization.........     6,717,599      17,415,465     18,341,325
  write-down of intangible assets.....            --      10,100,000     10,100,000
                                         -----------     -----------    -----------
                                         $23,512,533     $ 5,204,446    $ 4,278,586
                                         ===========     ===========    ===========


    During 2000, management concluded that the value of the goodwill related to
the Tucows Division of Tucows Interactive Limited acquisition and the goodwill
related to the Eklektix Inc. acquisition was impaired and a write-down of
approximately $10.1 million was necessary. The impairment is the result of the
significant downturn in the emerging new economy and the overall decline in the
on-line advertising industry. The impairment evaluation was determined based
upon the excess of the carrying value over the estimated discounted cash flows
from these operations. The assumptions supporting the cash flows, including the
discount rate, were determined using management's best estimates of future cash
flows and economic conditions. The remaining goodwill and identifiable
intangible asset balance of approximately $5.2 million will be amortized over
the remaining estimated useful life at December 31, 2000 of approximately
16 months.

6.  INVESTMENT IN AFILIAS LIMITED:

    The Company holds a 6.8% interest in Afilias Limited, a private company,
which is a consortium of 18 registrars, has been selected to serve as the
registry for the new top level domain ".info".

                                      F-26

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

7.  CAPITAL STOCK:



                                  DECEMBER 31, 1999          DECEMBER 31, 2000            MARCH 31, 2001
                               ------------------------   ------------------------   -------------------------
                                 SHARES       AMOUNT        SHARES       AMOUNT        SHARES        AMOUNT
                               ----------   -----------   ----------   -----------   -----------   -----------
                                                                                     (UNAUDITED)   (UNAUDITED)
                                                                                 
Authorized:
  35,000,000 Series A
    convertible preferred
    stock, $0.001 par value,
    voting, participating,
    convertible to common
    stock on a 1 for 1 basis
    at the option of the
    holder unless the Company
    closes an initial public
    offering with gross
    proceeds of greater than
    $60,000,000 whereby the
    conversion will be
    automatic
  5,000,000 preferred stock,
    $0.001 par value
  60,000,000 common stock,
    $0.001 par value
Issued and outstanding:
  Series A convertible
    preferred shares.........  27,000,000   $    27,000   28,677,402   $    28,677   28,677,402    $    28,677
  Common shares..............   3,000,000         3,000    3,000,000         3,000    3,000,000          3,000
Additional paid-in capital...                35,658,800                 41,602,936                  41,602,936
                                            -----------                -----------                 -----------
                                            $35,688,800                $41,634,613                 $41,634,613
                                            ===========                ===========                 ===========


                                      F-27

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

7.  CAPITAL STOCK: (CONTINUED)
    (a) The Company's share capital and loss per common share information has
       been restated to reflect a 3-for-1 split of the Company's preferred and
       common stock, which was approved by the Company's Board of Directors on
       January 27, 2000.

       In the event of liquidation, dissolution or wind up of the Company, the
       holders of the preferred shares are entitled to a liquidation preference
       equal to the amount invested in the Company for each preferred share,
       plus any accrued and unpaid dividends.

    (b) On May 4, 1999, the Company issued 27,000,000 Series A convertible
       preferred shares for a total cash consideration of $31,000,000.

       Simultaneously with the issue of the Series A convertible preferred
       shares, the Company issued options to the Chairman of the Company and an
       advisor to the Company. Each of these options entitle the holder to
       acquire 1,793,331 Series A convertible preferred shares with an exercise
       price of $1.30 exercisable until May 4, 2004. As the exercise price is
       not less than the market value of the common shares at the date of grant,
       no compensation expense has been recorded for the options granted to the
       Chairman.

       The Company has accounted for the option issued to the advisor of the
       Company based on the fair value at the date of grant of the option, which
       was also the date the option vested, consistent with the method under
       SFAS 123. To determine the fair value of this option, the following
       assumptions were used: dividend yield of 0.0%, 80% volatility, a weighted
       average risk free interest rate of 5.5% and an average expected life of
       the option of 2 years. Compensation of $1,072,412 arising on the issuance
       of this option has been included in general and administrative expenses
       in the consolidated statement of operations during the period from
       May 4, 1999 (commencement of operations) to December 31, 1999.

    (c) During September 1999, the Company's Board of Directors issued a working
       capital call amounting to $4,000,000 to the holders of the Series A
       convertible preferred shares as stipulated within the stockholders'
       agreement dated May 4, 1999. No additional preferred shares were issued
       relating to this additional equity injection and, correspondingly,
       additional paid-in capital was increased to reflect this working capital
       call.

    (d) During March 2000, the Company issued 1,677,402 Series A convertible
       preferred shares for a total cash consideration of $5,294,999.

    (e) In January 2001, the Company entered into irrevocable subscription
       agreements with certain of the Company's shareholders whereby they
       subscribed for and paid $2,999,973 for the right to acquire Series A
       convertible preferred shares. Under the subscription agreements, the
       value that was to be used in determining the number of Series A
       convertible preferred shares to be issued to each subscriber was the
       valuation used by the Company in its next equity financing less a
       discount of 25%. It is anticipated that immediately before the completion
       of the merger with Infonautics, Inc. (note 13(a)) these stock rights will
       be exercised for approximately 4 million shares of the Company's common
       stock.

       The proceeds received in respect of the above subscription agreements
       have been accounted for as common stock to be issued. When the Company is
       able to determine the number of Series A convertible preferred shares to
       be issued, the Company will value the contingent

                                      F-28

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

7.  CAPITAL STOCK: (CONTINUED)
       conversion option relating to the 25% discount from the next equity
       financing. The value of the contingent conversion feature will then be
       recorded as a distribution to the Series A convertible preferred
       shareholders and as an increase to additional paid-in capital.

8.  1999 STOCK OPTION PLAN:

    The Company's 1999 Stock Option Plan (the "Plan") was established for the
benefit of the employees, officers, directors and certain consultants of the
Company. The maximum number of common stock which may be set aside for issuance
under the Plan is 6,000,000 common shares and 3,586,662 Series A convertible
preferred shares, provided that the Board of Directors of the Company has the
right, from time to time, to increase such number subject to the approval of the
stockholders of the Company when required by law or regulatory authority.
Generally, options issued under the Plan vest over a four year period.

                                      F-29

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

8.  1999 STOCK OPTION PLAN: (CONTINUED)
    Details of stock option transactions are as follows:



                                  PERIOD FROM
                                  MAY 4, 1999
                                (COMMENCEMENT OF
                                 OPERATIONS) TO                 YEAR ENDED               THREE MONTHS ENDED
                               DECEMBER 31, 1999            DECEMBER 31, 2000              MARCH 31, 2001
                           --------------------------   --------------------------   --------------------------
                                          WEIGHTED                     WEIGHTED                     WEIGHTED
                                          AVERAGE                      AVERAGE                      AVERAGE
                            NUMBER     EXERCISE PRICE    NUMBER     EXERCISE PRICE    NUMBER     EXERCISE PRICE
                           OF SHARES     PER SHARE      OF SHARES     PER SHARE      OF SHARES     PER SHARE
                           ---------   --------------   ---------   --------------   ---------   --------------
                                                                                            (UNAUDITED)
                                                                               
Outstanding, beginning of
  period.................         --        $  --       6,980,292        $1.30       9,018,829       $ 2.07
Granted..................  6,983,892         1.30       2,403,600         3.08         626,800         1.30
Exercised................         --           --          (9,829)        1.30         (15,500)        1.30
Forfeited................     (3,600)        1.30        (355,234)        1.57        (206,762)        2.21
                           ---------        -----       ---------        -----       ---------       ------
Outstanding, end of
  period.................  6,980,292        $1.30       9,018,829        $1.52       9,423,367       $ 1.98
                           =========        =====       =========        =====       =========       ======
Options exercisable at
  end of period..........  3,886,662        $1.30       4,977,426        $1.38       3,541,584       $ 1.34
                           =========        =====       =========        =====       =========       ======
Weighted average fair
  value of options
  granted during the
  period with exercise
  prices equal to fair
  value at date of
  grant..................                   $0.26                        $0.44                       $ 0.25
                                            =====                        =====                       ======
Weighted average fair
  value of options
  granted during the
  period with exercise
  prices less than fair
  value at date of
  grant..................                   $  --                        $0.80                       $   --
                                            =====                        =====
Weighted average fair
  value of options
  granted during the
  period with exercise
  prices greater than
  fair value at date of
  grant..................                   $  --                        $0.17                       $   --
                                            =====                        =====


    The stock options expire at various dates between July 2002 and
October 2010.

                                      F-30

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

8.  1999 STOCK OPTION PLAN: (CONTINUED)
    As of December 31, 2000, the exercise prices and weighted average remaining
contractual life of outstanding options were as follows:



                                        OPTIONS OUTSTANDING         OPTIONS EXERCISABLE
                                     --------------------------   -----------------------
                                                     WEIGHTED                   WEIGHTED
                                                     AVERAGE                     AVERAGE
                                                    REMAINING                   EXERCISE
                                       NUMBER      CONTRACTUAL      NUMBER        PRICE
EXERCISE PRICE                       OUTSTANDING   LIFE (YEARS)   EXERCISABLE   PER SHARE
- --------------                       -----------   ------------   -----------   ---------
                                                                    
$1.30..............................   7,517,679        8.5         4,910,377      $1.30
 3.16..............................   1,213,150        9.4             7,099       3.16
 8.00..............................     288,000        1.6            60,000       8.00


    The Company recorded deferred stock-based compensation amounting to $650,814
for the year ended December 31, 2000. Amortization of deferred stock-based
compensation amounted to $142,110 for the year ended December 31, 2000, and
$22,363 (unaudited) for the three months ended March 31, 2000 and $40,118
(unaudited) for the three months ended March 31, 2001.

    Had employee compensation expense for the Company's 1999 Stock Option Plan
and the Series A convertible preferred share option issued to the Chairman been
determined based on the fair value at the grant dates for the awards under the
plan consistent with the method under SFAS 123 "Accounting for Stock-Based
Compensation", the Company's loss and loss per common share would have been
reported at the pro forma amounts indicated in the table below. To determine the
fair value of each option on the grant date the following assumptions were used
for the Company's stock option plan: dividend yield of 0.0% for each period,
zero volatility for each period, a weighted average risk free interest rate of
5.5% and 6.5% respectively and a weighted average expected life of options of
4 years for each period; and the following assumptions were used for the
Series A convertible preferred stock option issued to the Chairman: dividend
yield of 0.0%, zero volatility, a weighted average risk free

                                      F-31

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

8.  1999 STOCK OPTION PLAN: (CONTINUED)
interest rate of 5.5% and a weighted average expected life of the option of
2 years. Pro forma information for the periods is indicated as follows:



                          PERIOD FROM
                           MAY 4,1999
                         (COMMENCEMENT                            THREE MONTHS     THREE MONTHS
                       OF OPERATIONS) TO        YEAR ENDED           ENDED            ENDED
                       DECEMBER 31, 1999    DECEMBER 31, 2000    MARCH 31, 2000   MARCH 31, 2001
                       ------------------   ------------------   --------------   --------------
                                                                  (UNAUDITED)      (UNAUDITED)
                                                                      
Loss, as reported....     $ (9,821,465)        $(35,586,497)      $ (5,039,485)    $ (3,331,550)
Loss, pro forma......      (10,022,236)         (36,048,369)        (5,134,292)      (3,520,001)
Loss per common
  share, as
  reported...........            (3.27)              (11.86)             (1.68)           (1.01)
Loss per common
  share, pro forma...            (3.34)              (12.02)             (1.71)           (1.07)


                                      F-32

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

9.  LOSS PER COMMON SHARE:

    The following table reconciles the numerators and denominators of the basic
and diluted loss per common share computation:



                          PERIOD FROM
                          MAY 4, 1999
                         (COMMENCEMENT                          THREE MONTHS     THREE MONTHS
                       OF OPERATIONS) TO      YEAR ENDED           ENDED            ENDED
                       DECEMBER 31, 1999   DECEMBER 31, 2000   MARCH 31, 2000   MARCH 31, 2001
                       -----------------   -----------------   --------------   --------------
                                                                (UNAUDITED)      (UNAUDITED)
                                                                    
Numerator for basic
  and diluted loss
  per common share:
  Loss for the
    period...........     $(9,821,465)       $(35,586,497)      $(5,039,485)     $ (3,331,550)
                          ===========        ============       ===========      ============
Denominator for basic
  and diluted loss
  per common share:
  Weighted average
    common shares....       3,000,000           3,000,000         3,000,000         3,295,982
                          ===========        ============       ===========      ============
  Basic and diluted
    loss per common
    share............     $     (3.27)       $     (11.86)      $     (1.68)     $      (1.01)
                          ===========        ============       ===========      ============


    Due to the loss for all periods presented, all potential common shares
outstanding, being shares issued on exercise of options or on conversion of
Series A convertible preferred stock, are considered anti-dilutive and are
excluded from the calculation of diluted loss per common share.

                                      F-33

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

10.  INCOME TAXES:

    The provision for income taxes differs from the amount computed by applying
the statutory income tax rate of 40% to the loss before provision for income
taxes as a result of the following:



                                       PERIOD FROM
                                       MAY 4, 1999
                                      (COMMENCEMENT                          THREE MONTHS     THREE MONTHS
                                    OF OPERATIONS) TO      YEAR ENDED           ENDED            ENDED
                                    DECEMBER 31, 1999   DECEMBER 31, 2000   MARCH 31, 2000   MARCH 31, 2001
                                    -----------------   -----------------   --------------   --------------
                                                                             (UNAUDITED)      (UNAUDITED)
                                                                                 
Loss for the period...............     $(9,821,465)       $(35,586,497)       $(5,039,485)     $(3,331,550)
                                       ===========        ============        ===========      ===========
Computed expected tax recovery....     $ 3,929,000        $ 14,235,000        $ 2,016,000      $ 1,333,000
Reduction in income tax recovery
  resulting from:
  Permanent differences...........        (430,000)           (487,000)                --               --
  Change in beginning of the
    period balance of the
    valuation allowance allocated
    to income tax expense.........      (3,499,000)        (13,748,000)        (2,016,000)      (1,333,000)
                                       -----------        ------------        -----------      -----------
                                       $        --        $         --        $        --      $        --
                                       ===========        ============        ===========      ===========


    The tax effects of temporary differences that give rise to significant
portions of the future tax assets as of December 31, 1999 and 2000 are presented
below:



                          DECEMBER 31,   DECEMBER 31,    MARCH 31,      MARCH 31,
                              1999           2000           2000           2001
                          ------------   ------------   ------------   ------------
                                                        (UNAUDITED)    (UNAUDITED)
                                                           
Future tax assets:
  Non-operating loss
    carried forward.....  $ 1,350,000    $  4,702,000   $  2,240,000   $  5,157,000
  Deferred revenue......           --       3,158,000        320,000      3,515,000
  Tax basis of property
    and equipment and
    intangible assets in
    excess of carrying
    value...............    2,149,000       9,387,000      2,955,000      9,908,000
                          -----------    ------------   ------------   ------------
  Total gross future tax
    assets..............    3,499,000      17,247,000      5,515,000     18,580,000
  Less valuation
    allowance...........   (3,499,000)    (17,247,000)    (5,515,000)   (18,580,000)
                          -----------    ------------   ------------   ------------
Net future tax assets...  $        --    $         --   $         --   $         --
                          ===========    ============   ============   ============


    In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future tax
assets will not be realized. The ultimate realization of future tax assets is
dependent upon the generation of future taxable income during the periods in

                                      F-34

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

10.  INCOME TAXES: (CONTINUED)
which those temporary differences become deductible. Management considers
projected future taxable income, uncertainties related to the industry in which
the Company operates, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and projections for future
taxable income over the periods which the future tax assets are deductible,
management believes it is appropriate to record a full valuation allowance at
this time.

    As of December 31, 2000, the Company had approximately $11,820,000 of losses
available to reduce future years' taxable income which expire in various dates
between 2006 and 2019.

11.  COMMITMENTS:

    The Company has several non-cancelable leases primarily for general office
facilities and equipment that expire over the next five years. Future minimum
lease payments under these leases are as follows:

                                                           
Year ending March 31:
  2002......................................................   243,000
  2003......................................................   247,000
  2004......................................................   255,000
  2005......................................................   223,000
  2006......................................................    25,000



12  SUPPLEMENTAL INFORMATION:

    The following is summary of the Company's revenue earned from each
significant revenue stream:



                                       PERIOD FROM
                                       MAY 4, 1999
                                    (COMMENCEMENT OF                         THREE MONTHS     THREE MONTHS
                                     OPERATIONS) TO        YEAR ENDED           ENDED            ENDED
                                    DECEMBER 31, 1999   DECEMBER 31, 2000   MARCH 31, 2000   MARCH 31, 2001
                                    -----------------   -----------------   --------------   --------------
                                                                             (UNAUDITED)      (UNAUDITED)
                                                                                 
Advertising.......................     $2,715,000          $ 4,693,000        $1,181,000       $  592,000
Retail and wholesale domain name
  registry........................         96,000            9,629,000           353,000        5,768,000
Digital content distribution......         23,000              118,000            15,000           32,000
                                       ----------          -----------        ----------       ----------
                                       $2,834,000          $14,440,000        $1,549,000       $6,392,000
                                       ==========          ===========        ==========       ==========


13.  SUBSEQUENT EVENTS:

    (a) Merger with Infonautics, Inc.

    On March 27, 2001, the Company signed a definitive merger agreement with
    Infonautics, Inc. ("Infonautics"), a public company listed on the Nasdaq
    SmallCap Market trading under the symbol INFO. Infonautics is a provider of
    personalized information agents and web sites.

                                      F-35

                                  TUCOWS INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        (DOLLAR AMOUNTS IN U.S. DOLLARS)

13.  SUBSEQUENT EVENTS: (CONTINUED)
    In consideration for the merger, Infonautics will issue approximately
    50 million shares of Class A common stock to the Company's shareholders,
    resulting in these shareholders owning approximately 80% of the merged
    company at closing. Upon completion of the merger, which is subject to
    Company and Infonautics shareholder approval, certain regulatory approvals,
    and certain other closing conditions, Infonautics will remain a public
    company and is expected to adopt the Tucows name. The transaction is
    expected to close during the third quarter of 2001.

    (b) Promissory note payable to Infonautics, Inc.

    During April 2001, the Company received proceeds of $1,300,000 from
    Infonautics, Inc. and issued a promissory note payable bearing interest at
    8% per annum due on August 31, 2001, secured by a first priority security
    interest against all assets of the Company.

    (c) On May 8, 2001, Liberty Registry Management Services Inc. (LRMSI), a
    wholly owned subsidiary of the Company, signed a services agreements with
    Afilias Limited. In terms of the agreement, LRMSI will serve as a back-end
    registry provider for the .info top-level domain.

    In order to provide the services contemplated under this arrangement, the
    Company has entered into a two year services agreement with a third party,
    for the provision of services and technical support, including but not
    limited to web hosting necessary for the operation of the .info registry. In
    terms of this contract, the Company is committed to monthly payments ranging
    from approximately $97,000 to $377,000 per month, dependent upon the
    completion of certain milestones as specified in the agreement.

    (d) Promissory note payable to XDL Capital Corporation

    In June 2001, the Company entered into an agreement with XDL Capital
    Corporation, a management company of one of the shareholders of the Company,
    XDL USA Holdings Inc., which provides for a $2,500,000 promissory note
    bearing interst at 20% per annum repayable on the earlier of four months
    from the date of the first drawdown or 10 business days after the merger
    with Infonautics, Inc. (note 13(a)) secured by a first priority general
    security interest over all assets of the Company but subject to a prior
    general security interest granted to Infonautics, Inc. (note 13(b)).

                                      F-36

                                                                         ANNEX 1

                          AGREEMENT AND PLAN OF MERGER
                                     AMONG
                               INFONAUTICS, INC.,
                                TUCOWS INC. AND
                             TAC ACQUISITION CORP.

                               TABLE OF CONTENTS



                                                                          PAGE
                                                                        --------
                                                               
1.   DEFINITIONS......................................................         1

2.   THE TRANSACTION..................................................         6
     (a)  The Merger..................................................         6
     (b)  Closing.....................................................         6
     (c)  Actions at the Closing......................................         6
     (d)  Effect of Merger............................................         6
     (e)  Procedure for Exchange......................................         8
     (f)  Closing of Transfer Records.................................         9

3.   REPRESENTATIONS AND WARRANTIES OF ACQUIROR                                9
     (a)  Organization, Qualification and Corporate Power.............         9
     (b)  Capitalization..............................................        10
     (c)  Subsidiaries................................................        10
     (d)  Voting Arrangements.........................................        11
     (e)  Authorization of Transaction................................        11
     (f)  Noncontravention............................................        11
     (g)  Filings with the SEC........................................        12
     (h)  Financial Statements........................................        12
     (i)  Events Subsequent to January 1, 2001........................        12
     (j)  Compliance..................................................        13
     (k)  Brokers' and Other Fees.....................................        13
     (l)  Litigation and Liabilities..................................        13
     (m)  Taxes.......................................................        13
     (n)  Fairness Opinion............................................        14
     (o)  Employee Benefits...........................................        14
     (p)  Environmental Matters.......................................        16
     (q)  Intellectual Property.......................................        16
     (r)  Insurance...................................................        17
     (s)  Certain Contracts...........................................        17
     (t)  Investment Company..........................................        17
     (u)  Cash on Hand................................................        17
     (v)  Takeover Statutes; Dissenters Rights........................        17

4.   REPRESENTATIONS AND WARRANTIES OF COMPANY........................        18
     (a)  Organization, Qualification and Corporate Power.............        18
     (b)  Capitalization..............................................        18
     (c)  Subsidiaries................................................        18
     (d)  Voting Arrangements.........................................        19
     (e)  Authorization of Transaction................................        19
     (f)  Noncontravention............................................        19
     (g)  Financial Statements........................................        20
     (h)  Events Subsequent to January 1, 2001........................        20
     (i)  Compliance..................................................        21
     (j)  Brokers' and Other Fees.....................................        21
     (k)  Litigation and Liabilities..................................        21
     (l)  Taxes.......................................................        21
     (m)  Employee Benefits...........................................        22
     (n)  Environmental Matters.......................................        24
     (o)  Intellectual Property.......................................        25
     (p)  Insurance...................................................        25


                                       i




                                                                          PAGE
                                                                        --------
                                                               
     (q)  Certain Contracts...........................................        25
     (r)  Investment Company..........................................        25

5.   COVENANTS........................................................        25
     (a)  General.....................................................        25
     (b)  Notices and Consents........................................        25
     (c)  Regulatory Matters and Approvals............................        26
     (d)  Operation of Acquiror's Business............................        27
     (e)  Operation of Company's Business.............................        29
     (f)  Access......................................................        30
     (g)  Notice of Developments......................................        31
     (h)  Acquiror Exclusivity........................................        31
     (i)  Company Exclusivity.........................................        32
     (j)  Insurance and Indemnification of Officers and Directors.....        33
     (k)  Financial Statements........................................        33
     (l)  Rule 145 Affiliates.........................................        33
     (m)  Nasdaq Listing..............................................        34
     (n)  Tax Free Treatment..........................................        34
     (o)  Stock Plans.................................................        34
     (p)  Acquiror Board..............................................        35
     (q)  Registration Rights.........................................        35
     (q)  Solicitation of Proxies.....................................        35
     (r)  Company Loan................................................        35
     (s)  Acquiror Outstanding Shares.................................        35
     (t)  Company Outstanding Shares..................................        35
     (u)  Employee Benefits Information...............................        35
     (v)  Tax Matters.................................................        36

6.   CONDITIONS TO OBLIGATIONS TO CLOSE...............................        36
     (a)  Conditions to Obligation of Company.........................        36
     (b)  Conditions to Obligation of Acquiror........................        37

7.   TERMINATION......................................................        38
     (a)  Termination of Agreement....................................        38
     (b)  Effect of Termination.......................................        39

8.   MISCELLANEOUS....................................................        40
     (a)  Survival....................................................        40
     (b)  Press Releases and Public Announcements.....................        40
     (c)  No Third-Party Beneficiaries................................        40
     (c)  Entire Agreement............................................        40
     (d)  Binding Effect; Assignment..................................        40
     (e)  Counterparts................................................        41
     (f)  Headings....................................................        41
     (g)  Notices.....................................................        41
     (h)  GOVERNING LAW...............................................        42
     (i)  Amendments and Waivers......................................        42
     (j)  Severability................................................        42
     (k)  Expenses....................................................        42
     (l)  Construction................................................        42
     (m)  Incorporation of Exhibits...................................        42
     (n)  Definition of Knowledge.....................................        42
     (o)  WAIVER OF JURY TRIAL........................................        43


                                       ii

                          AGREEMENT AND PLAN OF MERGER

    AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of March 27, 2001,
by and among INFONAUTICS, INC., a Pennsylvania corporation ("Acquiror"),
TUCOWS INC., a Delaware corporation ("Company") and TAC ACQUISITION CORP., a
Delaware corporation ("Sub").

                              W I T N E S S E T H:

    WHEREAS, this Agreement contemplates a business combination between Acquiror
and Company in a merger of equals to be accomplished through the formation of
Sub as a direct subsidiary of Acquiror and the merger of Sub with and into
Company, as a result of which Company will become a direct wholly owned
subsidiary of Acquiror and the stockholders of Company will become shareholders
of Acquiror (the "Merger");

    WHEREAS, the Board of Directors of each of Acquiror, Company and Sub has
approved this Agreement and the Merger, upon the terms and subject to the
conditions set forth herein;

    WHEREAS, the Board of Directors of Acquiror has determined that the Merger
is advisable and is fair to and in the best interests of the holders of
Acquiror's Class A Common Stock, no par value per share (the "Shares"), and has
resolved to recommend the approval by the Acquiror Shareholders (as defined in
Section1 below) of the Certificate Amendment (as defined in Section1 below) and
the issuance of the Shares in the Merger;

    WHEREAS, the Board of Directors of Company has determined that the Merger is
advisable and is fair to and in the best interests of the holders of Company's
common stock, par value $.001 per share (the "Company Shares") and Company's
Series A Convertible Preferred Stock, par value $.001 per share (the "Company
Preferred Shares"), and has resolved to recommend the approval of the Merger and
the adoption of this Agreement by the Company Stockholders (as defined in
Section1 below);

    WHEREAS, concurrently with the execution and delivery of this Agreement and
as an inducement to Acquiror to enter into this Agreement, certain of the
Company Stockholders listed on Exhibit A hereto have executed and delivered a
Stockholder Agreement in substantially the form of Exhibit B hereto;

    WHEREAS, concurrently with the execution and delivery of this Agreement and
as an inducement to Company to enter into this Agreement, certain of the
Acquiror Shareholders listed on Exhibit C have executed and delivered a
Stockholder Agreement in substantially the form of Exhibit D hereto; and

    WHEREAS, this Agreement contemplates that the Merger will qualify as a
reorganization within the meaning of Section368(a) of the United States Internal
Revenue Code of 1986, as amended (the "Code");

    NOW, THEREFORE, in consideration of the premises and the mutual promises set
forth herein, and in consideration of the representations, warranties and
covenants set forth herein, the parties agree as follows:

    1. DEFINITIONS.

        "Acquiror" has the meaning set forth in the preambles.

        "Acquiror 10-K" has the meaning set forth in Section3(h)(i) below.

        "Acquiror 10-Qs" has the meaning set forth in Section3(h)(i) below.

        "Acquiror Acquisition Agreement" has the meaning set forth in
    Section5(h)(ii) below.

        "Acquiror Acquisition Proposal" means any proposal or offer (including,
    without limitation, any proposal or offer to the Acquiror Shareholders) with
    respect to a merger, acquisition, consolidation, recapitalization,
    reorganization, liquidation, tender offer or exchange offer or similar

    transaction involving, or any purchase of 25% or more of the consolidated
    assets of, or any equity interest representing 25% or more of the voting
    power of, Acquiror.

        "Acquiror Audited Financial Statements" has the meaning set forth in
    Section5(k)(iii) below.

        "Acquiror Benefit Plan" and "Acquiror Benefit Plans" have the meanings
    set forth in Section3(o)(i) below.

        "Acquiror Board" means the board of directors of Acquiror.

        "Acquiror Contracts" has the meaning set forth in Section3(s) below.

        "Acquiror Disclosure Letter" has the meaning set forth in Section3(a)
    below.

        "Acquiror Draft Financial Statements" has the meaning set forth in
    Section3(h)(ii) below.

        "Acquiror Employees" has the meaning set forth in Section3(o)(i) below.

        "Acquiror ERISA Affiliate" has the meaning set forth in
    Section3(o)(iii) below.

        "Acquiror Fully Diluted Shares" means the aggregate of (i) the number of
    issued and outstanding Shares as of the date hereof and (ii) any restricted
    Shares issued or to be issued to Acquiror Employees by Acquiror in exchange
    for the cancellation of options to purchase shares previously granted to
    such Acquiror Employees pursuant to any Acquiror Benefit Plan or otherwise.

        "Acquiror Intellectual Property" means patents and patent rights,
    trademarks and trademark rights, trade names and trade name rights, service
    marks and service mark rights, copyrights and copyright rights, trade secret
    and trade secret rights, and other intellectual property rights, and all
    pending applications for and registrations of any of the foregoing that are
    individually or in the aggregate material to the conduct of the business of
    Acquiror and its Subsidiaries taken as a whole.

        "Acquiror Material Adverse Effect" has the meaning set forth in
    Section3(a) below.

        "Acquiror Pension Plan" has the meaning set forth in
    Section3(o)(ii) below.

        "Acquiror Recommendation" has the meaning set forth in Section5(c)(ii)

        "Acquiror Reports" has the meaning set forth in Section3(g) below.

        "Acquiror Shareholder" means any Person who or which holds any Shares.

        "Acquiror Special Meeting" has the meaning set forth in
    Section5(c)(ii) below.

        "Acquiror Stock Option" has the meaning set forth in
    Section5(o)(i) below.

        "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
    promulgated under the Securities Exchange Act.

        "Agreement" has the meaning set forth in the preambles.

        "Cash on Hand" means (i) the sum of (A) cash that is not subject to any
    restrictions on its use or disposition and bank account balances (excluding
    cash necessary to fund any outstanding but unpaid checks), (B) marketable
    securities (including, with respect to up to 26,453 shares of common stock
    of eBay, Inc. which are currently hedged, the net positive or negative
    current fair market value of the related put options and call options
    entered into on August 23, 2000), (C) accounts receivable collectible in the
    ordinary course of business and, to the extent not included therein, $85,660
    billable to Entertainment Weekly, Inc. prior to June 30, 2001, and (D) the
    principal amount of, and all accrued and unpaid interest on, the Note, less
    (ii) accounts payable, accrued expenses, and other short term liabilities
    (excluding deferred revenues and leases

                                       2

    but including all liabilities, fees and expenses incurred by Acquiror
    relating to or resulting from the transactions contemplated hereby), all in
    accordance with GAAP.

        "Certificate Amendment" means an amendment to the Articles of
    Incorporation of Acquiror increasing the number of authorized Shares to
    250,000,000.

        "Certificate of Merger" has the meaning set forth in Section2(c) below.

        "Change in the Acquiror Recommendation" has the meaning set forth in
    Section5(h)(iv) below.

        "Closing" has the meaning set forth in Section2(b) below.

        "Closing Date" has the meaning set forth in Section2(b) below.

        "Code" has the meaning set forth in the preambles.

        "Company Acquisition Proposal" means any proposal or offer (including,
    without limitation, any proposal or offer to Company Stockholders) with
    respect to a merger, acquisition, consolidation, recapitalization,
    reorganization, liquidation, tender offer or exchange offer or similar
    transaction involving, or any purchase of 25% or more of the consolidated
    assets of, or any equity interest representing 25% or more of the
    outstanding shares of capital stock in, Company.

        "Company Audited Financial Statements" has the meaning set forth in
    Section5(k)(iv) below.

        "Company Benefit Plan" and "Company Benefit Plans" have the respective
    meanings set forth in Section4(m)(i) below.

        "Company Board" means the board of directors of Company.

        "Company Draft Financial Statements" has the meaning set forth in
    Section4(g)(ii) below.

        "Company Forecast" has the meaning set forth in Section5(e) below.

        "Company Canadian Retirement Plans" has the meaning set forth in
    Section4(m)(ix) below.

        "Company Capital Stock" means, collectively, the Company Shares and the
    Company Preferred Shares.

        "Company Contracts" has the meaning set forth in Section4(q) below.

        "Company Disclosure Letter" has the meaning set forth in Section4(a)
    below.

        "Company Employees" has the meaning set forth in Section4(m)(i) below.

        "Company ERISA Affiliate" has the meaning set forth in
    Section4(m)(iii) below.

        "Company Intellectual Property" means patents and patent rights,
    trademarks and trademark rights, trade names and trade name rights, service
    marks and service mark rights, copyrights and copyright rights, trade secret
    and trade secret rights, and other intellectual property rights, and all
    pending applications for and registrations of any of the foregoing that are
    individually or in the aggregate material to the conduct of the business of
    Company and its Subsidiaries taken as a whole.

        "Company Material Adverse Effect" has the meaning set forth in
    Section4(a) below.

        "Company Option Plan(s)" means the Tucows Inc. Amended and Restated 1999
    Stock Option Plan.

        "Company Outstanding Shares" shall mean the aggregate number of shares
    of Company Capital Stock outstanding immediately prior to the Effective
    Time, excluding the aggregate number of shares of Company Shares, if any,
    issuable (with or without the passage of time or satisfaction of other
    conditions) upon exercise or conversion of any Company Stock Option
    outstanding or

                                       3

    issuable (with or without the passage of time or satisfaction of other
    conditions) immediately prior to the Effective Time.

        "Company Pension Plan" has the meaning set forth in
    Section4(m)(ii) below.

        "Company Preferred Shares" has the meaning set forth in the preambles.

        "Company Rights Holder" means any Person having the right to acquire
    Company Shares on exercise or conversion of Stock Rights.

        "Company Shares" has the meaning set forth in the preambles.

        "Company Special Meeting" has the meaning set forth in
    Section5(c)(ii) below.

        "Company Stockholder" means any Person who or which holds any Company
    Shares or Company Preferred Shares.

        "Company Stock Option" has the meaning set forth in
    Section5(o)(i) below.

        "Confidentiality Agreement" means the Mutual Confidentiality and
    Non-disclosure Agreement dated January 3, 2001 between Acquiror and Company,
    providing that, among other things, each party would maintain confidential
    certain information of the other party.

        "Confidential Information" means Information, as defined in the
    Confidentiality Agreement.

        "Continuing Directors" means the members of the Acquiror Board on the
    date hereof who continue to serve as members of the Acquiror Board following
    the Effective Time.

        "Dissenting Holder" means a holder of Company Shares or Company
    Preferred Shares who has demanded appraisal rights in compliance with the
    applicable provisions of the DGCL concerning the right of such holder to
    dissent from the Merger and demand appraisal of such holder's Company Shares
    or Company Preferred Shares.

        "DGCL" means Title 8, Chapter 1 of the Delaware Code, as amended.

        "Effective Time" has the meaning set forth in Section2(d)(i) below.

        "Environmental Law" means any federal, state, local, foreign or other
    law (including common law), statutes, ordinances or codes relating to:
    (i) the protection, investigation or restoration of the environment, health,
    safety or natural resources, (ii) the handling, use, presence, disposal,
    release or threatened release of any Hazardous Substance, or (iii) noise,
    odor, wetlands, pollution, contamination or any injury or threat of injury
    to person or property in connection with any Hazardous Substance.

        "ERISA" has the meaning set forth in Section3(o)(i) below.

        "Exchange Agent" has the meaning set forth in Section2(e)(i) below.

        "Exchange Fund" has the meaning set forth in Section2(e)(i) below.

        "Exchange Ratio" shall mean a number of Shares equal to the quotient
    obtained by dividing (i) the Merger Consideration by (ii) the Company
    Outstanding Shares (with the result rounded to four decimal places).

        "Fairness Opinion" means an opinion of Janney Montgomery Scott,
    addressed to the Acquiror Board, as to the fairness of the Merger to the
    Acquiror Shareholders from a financial point of view.

        "GAAP" means United States generally accepted accounting principles as
    in effect from time to time.

                                       4

        "Government Entity" has the meaning set forth in Section3(f) below.

        "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust
    Improvements Act of 1976, as amended.

        "Hazardous Substances" means any substance that is listed, classified or
    regulated pursuant to any Environmental Law, including any petroleum product
    or by-product, asbestos-containing material, lead-containing paint or
    plumbing, polychlorinated biphenyls, radioactive materials or radon.

        "IRS" means the United States Internal Revenue Service.

        "Indemnitee" has the meaning set forth in Section5(j)(ii) below.

        "Joint Proxy Statement/Prospectus" has the meaning set forth in
    Section5(c)(i) below.

        "Merger" has the meaning set forth in the preambles.

        "Merger Consideration" means the (i) the product of four times the
    Acquiror Fully Diluted Shares less (ii) 80,000.

        "Note" has the meaning set forth in Section5(r) below.

        "Order" has the meaning set forth in Section6(a)(v) below.

        "Outside Date" has the meaning set forth in Section7(a)(ii) below.

        "Person" means an individual, a partnership, a corporation, a limited
    liability company, an association, a joint stock company, a trust, a joint
    venture, an unincorporated organization or a governmental entity (or any
    department, agency or political subdivision thereof).

        "Per Company Share Merger Consideration" has the meaning set forth in
    Section2(d)(v)(A) below.

        "Pre-Termination Acquisition Proposal Event" has the meaning set forth
    in Section7(b)(vi) below.

        "Registration Statement" has the meaning set forth in
    Section5(c)(i) below.

        "Representative" has the meaning set forth in Section5(h)(i) below.

        "Required Acquiror Consents" has the meaning set forth in Section3(f)
    below.

        "Required Company Consents" has the meaning set forth in Section4(f)
    below.

        "Requisite Stockholder Approval" means, with respect to Acquiror, the
    affirmative vote of a majority of the votes cast by Acquiror Shareholders at
    a meeting at which a quorum is present in favor of the Certificate Amendment
    and the issuance of the Shares in the Merger in accordance with the rules
    and regulations of Nasdaq or, with respect to Company, the affirmative vote
    of a majority of the voting power of the outstanding Company Capital Stock
    in favor of the Merger and the adoption of this Agreement in accordance with
    the DGCL.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, and the
    rules and regulations promulgated thereunder.

        "Securities Exchange Act" means the Securities Exchange Act of 1934, as
    amended, and the rules and regulations promulgated thereunder.

        "Security Interest" means any mortgage, pledge, lien, encumbrance,
    charge or other security interest, other than (a) mechanic's, materialman's
    and similar liens; (b) liens for taxes not yet due and payable or for taxes
    that the taxpayer is contesting in good faith through appropriate
    proceedings; (c) purchase money liens and liens securing rental payments
    under capital lease

                                       5

    arrangements; and (d) other liens arising in the ordinary course of business
    and not incurred in connection with the borrowing of money.

        "Shares" has the meaning set forth in the preambles.

        "Stock Rights" means each option, warrant, purchase right, subscription
    right, conversion right, exchange right or other contract, commitment or
    security providing for the issuance or sale of any capital stock, or
    otherwise causing to become outstanding any capital stock.

        "Subsidiary" of a specified Person means any corporation, limited
    liability company, partnership, joint venture or other legal entity of which
    the specified Person (either alone or together with any other Subsidiary of
    the specified Person) owns, directly or indirectly, more than 50% of the
    stock or other equity, partnership, limited liability company or equivalent
    interests, the holders of which are generally entitled to vote for the
    election of the board of directors or other governing body of such
    corporation or other legal entity, or otherwise has the power to vote or
    direct the voting of sufficient securities to elect a majority of such board
    of directors or other governing body.

        "Superior Proposal" has the meaning set forth in
    Section5(h)(iii) below.

        "Surviving Corporation" has the meaning set forth in Section2(a) below.

        "Tax Return" means any report, return, declaration or other information
    required to be supplied to a taxing authority in connection with Taxes.

        "Taxes" means all taxes or other like assessments including, without
    limitation, income, withholding, gross receipts, excise, ad valorem, real or
    personal property, asset, sales, use, license, payroll, transaction,
    capital, net worth and franchise taxes imposed by or payable to any federal,
    state, county, local or foreign government, taxing authority, subdivision or
    agency thereof, including interest, penalties, additions to tax or
    additional amounts thereto.

    2. THE TRANSACTION.

        (a)  THE MERGER.  On and subject to the terms and conditions of this
    Agreement, at the Effective Time, Sub will be merged with and into Company
    in accordance with the DGCL, with Company surviving the Merger (the
    "Surviving Corporation").

        (b)  CLOSING.  The closing of the Merger (the "Closing") will take place
    at 10:00 a.m., prevailing time, at the offices of Morgan, Lewis & Bockius
    LLP, 101 Park Avenue, New York, NY 10178, or at such other place as Acquiror
    and Company may agree, on a date (the "Closing Date") to be specified by
    Acquiror and Company, which shall be no later than the second business day
    after satisfaction or waiver of the latest to occur of the conditions set
    forth in Section6 (other than those conditions that, by their terms, cannot
    be satisfied until the Closing Date).

        (c)  ACTIONS AT THE CLOSING.  At the Closing, (i) Acquiror will deliver
    to Company the various certificates, instruments and documents referred to
    in Section6(a) below; (ii) Company will deliver to Acquiror the various
    certificates, instruments and documents referred to in Section6(b) below;
    (iii) Sub and Company will file with the Secretary of State of the State of
    Delaware a Certificate of Merger with respect to the Merger in such form as
    required by and executed in accordance with the relevant provisions of the
    DGCL (the "Certificate of Merger").

        (d)  EFFECT OF MERGER.

           (i)  GENERAL.  The Merger shall become effective at the date and time
       (the "Effective Time") that the Certificate of Merger has been filed with
       the Secretary of State of the State of Delaware or at such later time as
       the parties may agree and specify in the Certificate of Merger. The
       Merger shall have the effects set forth in the DGCL.

                                       6

           (ii)  CHARTER.  The certificate of incorporation of Sub in effect
       immediately prior to the Effective Time shall be the certificate of
       incorporation of the Surviving Corporation until thereafter amended in
       accordance with its terms and as provided by law.

           (iii)  BY-LAWS.  The by-laws of Sub in effect immediately prior to
       the Effective Time shall be the by-laws of the Surviving Corporation
       until thereafter amended in accordance with their terms and as provided
       by law.

           (iv)  DIRECTORS AND OFFICERS.  At and as of the Effective Time, the
       Board of Directors of the Surviving Corporation shall consist of two
       directors who shall be Elliot Noss and Michael Cooperman, who shall serve
       as directors until the earlier of their respective resignation, removal
       or otherwise ceasing to be a director or until their respective
       successors are duly elected and qualified, as the case may be. The
       officers of Company immediately prior to the Effective Time shall be the
       officers of the Surviving Corporation at and as of the Effective Time
       (retaining their respective positions), until the earlier of their
       respective resignation, removal or otherwise ceasing to be an officer or
       until their respective successors are duly elected and qualified, as the
       case may be.

           (v)  CONVERSION OF SHARES.

               (A)  SHARES TO BE ISSUED; EFFECT ON CAPITAL STOCK.  The number of
           Shares issuable in exchange for the acquisition by Acquiror of all
           outstanding Company Capital Stock shall be equal to the Merger
           Consideration. Subject to the terms and conditions of this Agreement,
           as of the Effective Time, by virtue of the Merger and without any
           action on the part of Acquiror, Sub, Company, or the holder of any
           shares of Company Capital Stock each share of Company Capital Stock
           issued and outstanding immediately prior to the Effective Time shall
           be canceled and extinguished and shall be converted automatically
           into the right to receive, upon the terms and subject to conditions
           set forth below and throughout this Agreement, a number of fully paid
           and nonassessable Shares equal to the Exchange Ratio (the "Per
           Company Share Merger Consideration"). All such shares of Company
           Capital Stock shall no longer be outstanding, shall be canceled and
           shall cease to exist, and each holder of a certificate representing
           any such share of Company Capital Stock shall thereafter cease to
           have any rights with respect to such share of Company Capital Stock
           except the right to receive the Per Company Share Merger
           Consideration for each such share of Company Capital Stock and any
           unpaid dividends and distributions, if any, to which the holder of
           such share of Company Capital Stock is entitled pursuant to
           Section2(e) below.

               (B)  SHARES OF SUB.  At the Effective Time each issued and
           outstanding share of common stock, par value $.01 per share, of Sub
           shall be converted into one fully paid and nonassessable share of
           common stock, par value $.01 per share, of the Surviving Corporation.

               (C)  GENERAL.  No Company Share or Company Preferred Share shall
           be deemed to be outstanding or to have any rights other than those
           set forth above in this Section2(d)(v) after the Effective Time.
           Notwithstanding anything to the contrary in this Section2(d)(v), no
           fractional Shares shall be issued to then former Company
           Stockholders. In lieu thereof, each then former holder of a share of
           Company Capital Stock who would otherwise have been entitled to
           receive a fraction of a Share (after taking into account all
           certificates delivered by such then former holder at any one time)
           shall receive an amount in cash (without interest) equal to such
           fraction of a Share multiplied by the last reported sale price on the
           securities exchange or over-the-counter market on which the Shares
           are traded on the first full trading day following the date on which
           the Effective Time occurs.

                                       7

           (vi)  COMPANY OPTIONS.  At the Effective Time, all then outstanding
       options to purchase Company Shares under the Company Option Plan(s) shall
       be assumed by Acquiror in accordance with Section5(o) hereof.

           (vii)  DISSENTERS' RIGHTS.

               (A) No conversion under Section2(d)(v) hereof shall be made with
           respect to Company Shares or Company Preferred Shares held by a
           Dissenting Holder; PROVIDED, HOWEVER, that each share of Company
           Capital Stock outstanding immediately prior to the Effective Time and
           held by a Dissenting Holder who shall, after the Effective Time,
           withdraw his demand for appraisal or lose his right of appraisal, in
           either case pursuant to the applicable provisions of the DGCL, shall
           be deemed to be converted, as of the Effective Time, into the Merger
           Consideration as set forth in Section2(d)(v) hereof.

               (B) Any Dissenting Holder (x) who files with Company a written
           objection to the Merger before the taking of the votes to approve
           this Agreement by the Company Stockholders and who states in such
           objection that he intends to demand payment for his shares of Company
           Capital Stock if the Merger is concluded and (y) whose shares of
           Company Capital Stock are not voted in favor of the Merger shall be
           entitled to demand payment from Company for his shares of Company
           Capital Stock and an appraisal of the value thereof, in accordance
           with the provisions of Section 262 of the DGCL.

        (e)  PROCEDURE FOR EXCHANGE.

           (i) Prior to the Effective Time, Acquiror and Company will select a
       bank or trust company to act as exchange agent (the "Exchange Agent")
       hereunder. At or prior to the Effective Time, Acquiror shall deposit with
       the Exchange Agent a corpus (the "Exchange Fund") consisting of Shares
       and cash sufficient to permit the Exchange Agent to make full payment of
       the applicable Merger Consideration to the holders of all of the issued
       and outstanding Company Capital Stock, and (B) Acquiror will cause the
       Exchange Agent to mail or deliver a letter of transmittal (with
       instructions for its use) in a form to be mutually agreed upon by
       Acquiror and Company prior to Closing to each holder of issued and
       outstanding Company Capital Stock for the holder to use in surrendering
       the certificates which, immediately prior to the Effective Time,
       represented his or its Company Capital Stock against payment of the
       applicable Merger Consideration to which such holder is entitled pursuant
       to Section2(d)(v). Upon surrender to the Exchange Agent of such
       certificates, together with such letter of transmittal, duly executed and
       completed in accordance with the instructions thereto, Acquiror shall
       promptly cause to be issued a certificate representing that number of
       whole Shares and a check representing the amount of cash in lieu of any
       fractional shares and unpaid dividends and distributions, if any, to
       which such Persons are entitled, after giving effect to any required tax
       withholdings. No interest will be paid or accrued on the cash in lieu of
       fractional shares and unpaid dividends and distributions, if any, payable
       to recipients of Shares. If payment is to be made to a Person other than
       the registered holder of the certificate surrendered, it shall be a
       condition of such payment that the certificate so surrendered shall be
       properly endorsed or otherwise in proper form for transfer and that the
       Person requesting such payment shall pay any transfer or other taxes
       required by reason of the payment to a Person other than the registered
       holder of the certificate surrendered or establish to the reasonable
       satisfaction of Acquiror or the Exchange Agent that such tax has been
       paid or is not applicable. In the event any certificate representing
       Company Capital Stock shall have been lost, stolen or destroyed, upon the
       making of an affidavit of that fact by the Person claiming such
       certificate to be lost, stolen or destroyed, the Exchange Agent will
       issue in exchange for such lost, stolen or destroyed certificate the
       applicable Merger Consideration deliverable in respect thereof; PROVIDED,
       HOWEVER, the Person to whom such

                                       8

       Merger Consideration is paid shall, as a condition precedent to the
       payment thereof, give Acquiror a bond or undertaking in such sum as it
       may direct or otherwise indemnify Acquiror in a manner reasonably
       satisfactory to it against any claim that may be made against Acquiror
       with respect to the certificate alleged to have been lost, stolen or
       destroyed. No dividends or other distributions declared after the
       Effective Time with respect to Shares and payable to the holders of
       record thereof shall be paid to the holder of any unsurrendered
       certificate until the holder thereof shall surrender such certificate in
       accordance with this Section2(e). After the surrender of a certificate in
       accordance with this Section2(e), the record holder thereof shall be
       entitled to receive any such dividends or other distributions, without
       any interest thereon, which theretofore had become payable with respect
       to the Shares represented by such certificate. No holder of an
       unsurrendered certificate shall be entitled, until the surrender of such
       certificate, to vote the Shares which his or its Company Capital Stock
       shall have been converted into the right to receive.

           (ii) Company will furnish promptly to Acquiror a list, as of a recent
       date, of the record holders of Company Shares and Company Preferred
       Shares and their addresses, as well as mailing labels containing the
       names and addresses of all record holders of Company Shares and Company
       Preferred Shares. Company will furnish Acquiror with such additional
       information (including, but not limited to, updated lists of holders of
       Company Shares and Company Preferred Shares and their addresses and
       mailing labels) and such other assistance as Acquiror or its agents may
       reasonably request.

           (iii) Acquiror may cause the Exchange Agent to invest the cash
       included in the Exchange Fund in one or more investments selected by
       Acquiror; PROVIDED, HOWEVER, that the terms and conditions of the
       investments shall be such as to permit the Exchange Agent to make prompt
       payment of the Merger Consideration as necessary. Acquiror may cause the
       Exchange Agent to pay over to Acquiror any net earnings with respect to
       the investments, and Acquiror will replace promptly any portion of the
       Exchange Fund which the Exchange Agent loses through investments.

           (iv) Acquiror may cause the Exchange Agent to pay over to Acquiror
       any portion of the Exchange Fund (including any earnings thereon)
       remaining 180 days after the Effective Time, and thereafter all former
       stockholders of Company shall be entitled to look to Acquiror (subject to
       abandoned property, escheat and other similar laws) as general creditors
       thereof with respect to the Merger Consideration and any cash payable
       upon surrender of their certificates.

           (v) Acquiror shall pay all charges and expenses of the Exchange
       Agent; provided that if a Closing does not occur, Acquiror and Company
       shall split equally any charges and expenses of the Exchange Agent.

        (f)  CLOSING OF TRANSFER RECORDS.  After the Effective Time, no transfer
    of Company Capital Stock outstanding prior to the Effective Time shall be
    made on the stock transfer books of the Surviving Corporation. If, after the
    Effective Time, certificates representing such shares are presented for
    transfer to the Exchange Agent, they shall be canceled and exchanged for
    certificates representing Shares, cash in lieu of fractional shares, if any,
    and unpaid dividends and distributions, if any, as provided in Section2(e).

    3.  REPRESENTATIONS AND WARRANTIES OF ACQUIROR.  Acquiror represents and
warrants to Company:

        (a)  ORGANIZATION, QUALIFICATION AND CORPORATE POWER.  Acquiror is a
    corporation duly organized, validly existing and in good standing under the
    laws of Pennsylvania. Each of Acquiror's Subsidiaries is a corporation duly
    organized, validly existing and in good standing under the laws of its
    jurisdiction of incorporation. Each of Acquiror and its Subsidiaries is duly
    authorized to

                                       9

    conduct business and is qualified as a foreign corporation and in good
    standing under the laws of each jurisdiction where such qualification is
    required, except where the lack of such qualification or failure to be in
    good standing would not reasonably be expected to have a material adverse
    effect on the business, financial condition (including Cash on Hand) or
    results of operations of Acquiror and its Subsidiaries taken as a whole or
    on the ability of Acquiror to consummate the transactions contemplated by
    this Agreement (an "Acquiror Material Adverse Effect"). Each of Acquiror and
    its Subsidiaries has full corporate power and corporate authority, and all
    foreign, federal, state and local governmental permits, licenses and
    consents, required to carry on the businesses in which it is engaged and to
    own and use the properties owned and used by it, except for such permits,
    licenses and consents the failure of which to have would not reasonably be
    expected to have an Acquiror Material Adverse Effect. Acquiror does not own
    any equity interest in any corporation, partnership, limited liability
    company, joint venture or other legal entity other than those listed in
    Section3(a) of the Acquiror Disclosure Letter accompanying this Agreement
    (the "Acquiror Disclosure Letter"). The jurisdiction of incorporation of
    each Subsidiary of Acquiror is listed in Section3(a) of the Acquiror
    Disclosure Letter. Acquiror has delivered to Company a true, complete and
    correct copy of the articles of incorporation (or comparable charter
    document) and by-laws, each as amended to date, of Acquiror and all of its
    Subsidiaries. Neither Acquiror nor any of its Subsidiaries is in violation
    of any provision of its articles of incorporation (or comparable charter
    document) or by-laws.

        (b)  CAPITALIZATION.  The entire authorized capital stock of Acquiror
    consists of 53,350,000 shares of capital stock, including 50,000,000 Shares,
    of which 12,574,406 Shares were issued and outstanding as of the date
    hereof, 100,000 shares of Class B Common Stock, no par value per share, none
    of which were issued and outstanding as of the date hereof, 2,000,000 shares
    of Class C Common Stock, no par value per share, none of which were issued
    and outstanding as of the date hereof, and 1,250,000 authorized shares of
    preferred stock, of which 5,000 shares have been designated Series A
    Convertible Preferred Stock, stated value $1,000 per share, none of which
    were issued and outstanding as of the date hereof. The authorized capital
    stock of Sub consists, or will consist as of the Closing, of 1 share of
    common stock, par value $.01. All of the issued and outstanding Shares have
    been duly authorized and are validly issued, fully paid and nonassessable,
    and none have been issued in violation of any preemptive or similar right
    granted by Acquiror. The Shares to be issued in connection with the Merger
    have been duly authorized by all necessary corporate action, and when issued
    in accordance with the terms of this Agreement, will be validly issued,
    fully paid and nonassessable and not subject to any preemptive rights, and
    will be issued in compliance with the requirements of the Securities Act and
    applicable state securities or blue sky laws. As of the date hereof, except
    as set forth in Section3(b) of the Acquiror Disclosure Letter, no warrants
    of Acquiror were outstanding. As of the date hereof, 1,326,712 Shares were
    subject to issuance pursuant to employee stock options issued under Acquiror
    Benefit Plans. Section3(b) of the Acquiror Disclosure Letter lists the
    exercise price and vesting schedule of all such employee stock options.
    Except as set forth above or in Section3(b) of the Acquiror Disclosure
    Letter, neither Acquiror nor any of its Subsidiaries has any outstanding or
    authorized Stock Rights, and there are no outstanding or authorized stock
    appreciation, phantom stock, profit participation or similar rights with
    respect to Acquiror or any of its Subsidiaries. Except as set forth in
    Section3(b) of the Acquiror Disclosure Letter, there are no rights,
    contracts, commitments or arrangements obligating Acquiror or any of its
    Subsidiaries to redeem, purchase or acquire, or offer to purchase, redeem or
    acquire, any outstanding shares of, or any outstanding options, warrants or
    rights of any kind to acquire any shares of, or any outstanding securities
    that are convertible into or exchangeable for any shares of, capital stock
    of Acquiror.

        (c)  SUBSIDIARIES.  Except as set forth in Section3(c) of the Acquiror
    Disclosure Letter, Acquiror owns, directly or indirectly, 100% of the
    outstanding shares of capital stock or other equity interests of each of its
    Subsidiaries free and clear of any Security Interest and each such share of

                                       10

    capital stock or other equity interest has been duly authorized and is
    validly issued, fully paid and nonassessable, and none of such shares of
    capital stock or other equity interests has been issued in violation of any
    preemptive or similar right. No shares of capital stock of, or other equity
    interests in, any Subsidiary of Acquiror are reserved for issuance, and
    there are no contracts, agreements, commitments or arrangements obligating
    Acquiror or any of its Subsidiaries (i) to offer, sell, issue, grant,
    pledge, dispose of or encumber any shares of capital stock of, or other
    equity interests in, or any options, warrants or rights of any kind to
    acquire any shares of capital stock of, or other equity interests in, any of
    the Subsidiaries of Acquiror or (ii) to redeem, purchase or acquire, or
    offer to purchase or acquire, any outstanding shares of capital stock of, or
    other equity interests in, or any outstanding options, warrants or rights of
    any kind to acquire any shares of capital stock of, or other equity interest
    in, or any outstanding securities that are convertible into or exchangeable
    for, any shares of capital stock of, or other equity interests in, any of
    the Subsidiaries of Acquiror.

        (d)  VOTING ARRANGEMENTS.  Except as set forth in Section3(d) of the
    Acquiror Disclosure Letter or in Acquiror Reports filed prior to the date
    hereof, there are no voting trusts, proxies or other similar agreements or
    understandings to which Acquiror or any of its Subsidiaries is a party or by
    which Acquiror or any of its Subsidiaries is bound with respect to the
    voting of any shares of capital stock of Acquiror or any of its Subsidiaries
    or with respect to the registration of the offering, sale or delivery of any
    shares of capital stock of Acquiror or any of its Subsidiaries under the
    Securities Act or any other securities law. There are no issued or
    outstanding bonds, debentures, notes or other indebtedness of Acquiror
    having the right to vote on any matters on which stockholders of Acquiror
    may vote.

        (e)  AUTHORIZATION OF TRANSACTION.  Acquiror has full power and
    authority (including full corporate power and corporate authority), and has
    taken all required action, necessary to properly execute and deliver this
    Agreement and to perform its obligations hereunder, and this Agreement
    constitutes the valid and legally binding obligation of Acquiror,
    enforceable in accordance with its terms and conditions, except as limited
    by (i) applicable bankruptcy, insolvency, reorganization, moratorium and
    other laws of general application affecting enforcement of creditors' rights
    generally and (ii) general principles of equity, regardless of whether
    asserted in a proceeding in equity or at law; PROVIDED, HOWEVER, that
    Acquiror cannot consummate the Merger unless and until it receives the
    Requisite Stockholder Approval of the Acquiror Shareholders.

        (f)  NONCONTRAVENTION.  Except as disclosed in Section3(f) of the
    Acquiror Disclosure Letter, neither the execution and the delivery of this
    Agreement, nor the consummation of the transactions contemplated hereby,
    will (i) violate any constitution, statute, regulation, rule, injunction,
    judgment, order, decree or other restriction of any government, governmental
    agency or court of competent jurisdiction (a "Government Entity") to which
    Acquiror or any of its Subsidiaries is subject or any provision of the
    articles of incorporation or by-laws of Acquiror or any of its Subsidiaries
    or (ii) conflict with, result in a breach of, constitute a default under,
    result in the acceleration of, create in any party the right to accelerate,
    terminate, modify or cancel or require any notice under any agreement,
    contract, lease, license, instrument or other arrangement to which Acquiror
    or any of its Subsidiaries is a party or by which it is bound or to which
    any of its assets is subject, except in the case of clause (ii) where the
    violation, conflict, breach, default, acceleration, termination,
    modification, cancellation, or failure to give notice would not reasonably
    be expected to have an Acquiror Material Adverse Effect or except as set
    forth in Section3(f) of the Acquiror Disclosure Letter. Other than as
    required under the provisions of the Hart-Scott-Rodino Act, Nasdaq, the
    Securities Exchange Act, the Securities Act and state securities laws,
    neither Acquiror nor any of its Subsidiaries needs to give any notice to,
    make any filing with or obtain any authorization, consent or approval of any
    Government Entity in order for the parties to consummate the transactions
    contemplated by this Agreement, except where the failure to give notice, to
    file or to obtain any authorization, consent or approval would not
    reasonably be

                                       11

    expected to have an Acquiror Material Adverse Effect or except as set forth
    in Section3(f) of the Acquiror Disclosure Letter. "Required Acquiror
    Consents" means any authorization, consent or approval of a Government
    Entity or other third party required to be obtained pursuant to any state
    securities laws or so that a matter set forth in Section3(f) of the Acquiror
    Disclosure Letter would not be reasonably expected to have an Acquiror
    Material Adverse Effect for purposes of thisSection3(f).

        (g)  FILINGS WITH THE SEC.  Acquiror has made all filings with the SEC
    that it has been required to make under the Securities Act and the
    Securities Exchange Act (collectively, the "Acquiror Reports"). Each of the
    Acquiror Reports has complied with the Securities Act and the Securities
    Exchange Act in all material respects. None of the Acquiror Reports, as of
    their respective dates, contained any untrue statement of a material fact or
    omitted to state a material fact necessary in order to make the statements
    made therein, in light of the circumstances under which they were made, not
    misleading.

        (h)  FINANCIAL STATEMENTS.

           (i) Acquiror has filed an Annual Report on Form 10-K (the "Acquiror
       10-K") for the fiscal year ended December 31, 1999 and Quarterly Reports
       on Form 10-Q (the "Acquiror 10-Qs") for the fiscal quarters ended
       March 31, 2000, June 30, 2000 and September 30, 2000. The financial
       statements included in the Acquiror 10-K and the Acquiror 10-Qs
       (including the related notes and schedules) have been prepared from the
       books and records of Acquiror and its Subsidiaries in accordance with
       GAAP applied on a consistent basis throughout the periods covered
       thereby, and present fairly in all material respects the financial
       condition of Acquiror and its Subsidiaries as of the indicated dates and
       the results of operations and cash flows of Acquiror and its Subsidiaries
       for the periods set forth therein (subject in the case of quarterly
       financial statements to the absence of complete footnotes and subject to
       normal year-end audit adjustments).

           (ii) Acquiror has delivered to Company a draft dated March 22, 2001,
       of Acquiror's audited financial statements for the year ended
       December 31, 2000 (the "Acquiror Draft Financial Statements").

           (iii) From January 1, 2001 until the date of this Agreement, Acquiror
       and its Subsidiaries have not incurred any liabilities that are of a
       nature that would be required to be disclosed on a balance sheet of
       Acquiror and its Subsidiaries or the footnotes thereto prepared in
       conformity with GAAP, other than (A) liabilities incurred in the ordinary
       course of business that would not, individually or in the aggregate,
       reasonably be expected to have an Acquiror Material Adverse Effect or
       (B) liabilities disclosed in Section3(h) of the Acquiror Disclosure
       Letter or in Acquiror Reports filed prior to the date hereof.

        (i)  EVENTS SUBSEQUENT TO JANUARY 1, 2001.  From January 1, 2001 to the
    date of this Agreement, except as disclosed in the Acquiror Reports filed
    prior to the date hereof or except as set forth in Section3(i) of the
    Acquiror Disclosure Letter, (i) Acquiror and its Subsidiaries have conducted
    their respective businesses only in, and have not engaged in any transaction
    other than according to, the ordinary and usual course of such businesses,
    and (ii) there has not been (A) any change in the financial condition,
    business or results of operations of Acquiror or any of its Subsidiaries, or
    any development or combination of developments relating to Acquiror or any
    of its Subsidiaries of which management of Acquiror has knowledge, and which
    would reasonably be expected to have an Acquiror Material Adverse Effect;
    (B) any declaration, setting aside or payment of any dividend or other
    distribution with respect to the capital stock of Acquiror, or any
    redemption, repurchase or other reacquisition of any of the capital stock of
    Acquiror; (C) any change by Acquiror in accounting principles, practices or
    methods materially affecting the reported consolidated assets, liabilities
    or results of operations of Acquiror; (D) any increase in the compensation
    of any officer of Acquiror or any of its Subsidiaries or grant of any
    general salary or

                                       12

    benefits increase to the employees of Acquiror or any of its Subsidiaries
    other than in the ordinary course of business consistent with past
    practices; (E) any issuance or sale of any capital stock or other securities
    (including any Stock Rights) by Acquiror or any of its Subsidiaries of any
    kind, other than upon exercise of Stock Rights issued by or binding upon
    Acquiror; (F) any material modification, amendment or change to the terms or
    conditions of any Stock Right; or (G) any split, combination,
    reclassification, redemption, repurchase or other reacquisition of any
    capital stock or other securities of Acquiror or any of its Subsidiaries.

        (j)  COMPLIANCE.  Except as set forth in Section3(j) of the Acquiror
    Disclosure Letter or in Acquiror Reports filed prior to the date hereof,
    Acquiror and its Subsidiaries are in compliance with all applicable foreign,
    federal, state and local laws, rules and regulations and all court orders,
    judgments and decrees to which any of them is a party, except where the
    failure to be in compliance would not reasonably be expected to have an
    Acquiror Material Adverse Effect.

        (k)  BROKERS' AND OTHER FEES.  Except as set forth in Section3(k) of the
    Acquiror Disclosure Letter, none of Acquiror and its Subsidiaries has any
    liability or obligation to pay any fees or commissions to any broker, finder
    or agent with respect to the transactions contemplated by this Agreement.

        (l)  LITIGATION AND LIABILITIES.  Except as disclosed in Section3(l) of
    the Acquiror Disclosure Letter or in Acquiror Reports filed prior to the
    date hereof, there are (i) no actions, suits or proceedings pending or, to
    the knowledge of Acquiror, threatened against Acquiror or any of its
    Subsidiaries, or any facts or circumstances known to Acquiror which may give
    rise to an action, suit or proceeding against Acquiror or any of its
    Subsidiaries, which would reasonably be expected to have an Acquiror
    Material Adverse Effect, and (ii) no obligations or liabilities of Acquiror
    or any of its Subsidiaries, whether accrued, contingent or otherwise, known
    to Acquiror which would reasonably be expected to have an Acquiror Material
    Adverse Effect.

        (m)  TAXES.  Except as set forth in Section3(m) of the Acquiror
    Disclosure Letter or in Acquiror Reports filed prior to the date hereof,
    Acquiror and each of its Subsidiaries have duly filed or caused to be duly
    filed on their behalf all federal, state, local and foreign Tax Returns
    required to be filed by them, and have duly paid, caused to be paid or made
    adequate provision for the payment of all Taxes required to be paid in
    respect of the periods covered by such Tax Returns, except where the failure
    to file such Tax Returns or to pay such Taxes would not reasonably be
    expected to have an Acquiror Material Adverse Effect. Except as set forth in
    Section3(m) of the Acquiror Disclosure Letter, no claims for Taxes have been
    asserted against Acquiror or any of its Subsidiaries and no material
    deficiency for any Taxes has been proposed, asserted or assessed which has
    not been resolved or paid in full. To the knowledge of Acquiror, no Tax
    Return or taxable period of Acquiror or any of its Subsidiaries is under
    examination by any taxing authority, and neither Acquiror nor any of its
    Subsidiaries has received written notice of any pending audit by any taxing
    authority. There are no outstanding agreements or waivers extending the
    statutory period of limitation applicable to any Tax Return for any period
    of Acquiror or any or its Subsidiaries. Except as set forth in Section3(m)
    of the Acquiror Disclosure Letter, there are no tax liens other than liens
    for Taxes not yet due and payable relating to Acquiror or any of its
    Subsidiaries. Except as provided in Section3(m) of the Acquiror Disclosure
    Letter, neither Acquiror nor any of its Subsidiaries is a party to any
    agreement or contract which would result in payment of any "EXCESS PARACHUTE
    PAYMENT" within the meaning of Section 280G of the Code as of the date of
    this Agreement. Neither Acquiror nor any of its Subsidiaries has filed any
    consent pursuant to Section 341(f) of the Code or agreed to have
    Section 341(f)(2) of the Code apply to any disposition of a subsection
    (f) asset owned by Acquiror or any of its Subsidiaries. Acquiror has not
    been and is not a United States real property holding company (as defined in
    Section 897(c)(2) of the Code) during the applicable period specified in
    Section 897(c)(1)(A)(ii) of the Code. None of Acquiror or its Subsidiaries
    (x) has been a member of an "AFFILIATED GROUP," within the meaning of
    Section 1504(a) of the Code, other than a group the common parent of which
    was Acquiror or

                                       13

    (y) has any liability for the Taxes of any person, other than any of
    Acquiror or its Subsidiaries under Treasury Regulation Section1.1502-6 (or
    any similar provision of state, local or foreign law) as a transferee,
    successor, by contract or otherwise. Acquiror has withheld and has timely
    paid over to the proper governmental authorities all Taxes required to have
    been withheld and paid over, and complied with all information reporting and
    backup withholding requirements, including maintenance of required records
    with respect thereto, in connection with amounts paid to any shareholder,
    employee, independent contractor, creditor or other third party. Except as
    set forth in Section3(m) of the Acquiror Disclosure Letter, Acquiror's tax
    basis in its assets for purposes of determining its future amortization,
    depreciation and other federal income tax deductions is accurately reflected
    on Acquiror's tax books and records. Acquiror has disclosed on its Tax
    Returns all positions taken therein that could give rise to substantial
    understatement of Tax within the meaning of Code Section 6662. Except as set
    forth in Section3(m) of the Acquiror Disclosure Letter, the liability of
    each of Acquiror and its Subsidiaries for unpaid Taxes did not, as of the
    dates of the financial statements described in Section3(h), exceed the
    current liability accruals for Taxes (excluding reserves for deferred Taxes)
    set forth on such financial statements. The liability of each of Acquiror
    and its Subsidiaries for unpaid Taxes as of the Closing Date will not exceed
    such accruals as adjusted on the books of Acquiror to reflect transactions
    occurring in the ordinary course of business though the Closing Date.
    Acquiror has a taxable year ending on December 31. Each of Acquiror and its
    Subsidiaries currently utilizes the accrual method of accounting for income
    tax purposes and such method of accounting has not changed since 1999. Other
    than in relation to its conversion to the accrual method of accounting as of
    January 1, 1999, neither Acquiror nor any of its Subsidiaries has agreed to,
    and is not and will not be required to, make any adjustments under Code
    section 481(a) or a similar provision of foreign law as a result of a change
    in accounting methods. Copies of filed Tax Returns of each of Acquiror and
    its Subsidiaries for taxable years beginning after December 31, 1998, and
    copies of any Tax examinations, audit reports, or notices of deficiencies of
    each of Acquiror and its Subsidiaries, without regard to time, have been
    delivered to Company. Neither Acquiror nor any of its Subsidiaries is, or
    has ever been, a party to a Tax sharing, Tax indemnity or Tax allocation
    agreement, and neither Acquiror nor any of its Subsidiaries has assumed the
    Tax liability of any other Person under contract. To the best knowledge and
    belief of Acquiror after due inquiry (i) Acquiror's adjusted tax basis in
    BigChalk.com, Inc. is approximately $2.87 million and (ii) as of
    December 31, 2000, Acquiror's aggregate adjusted tax basis in its assets is
    approximately $11,696,149. Acquiror's aggregate adjusted tax basis in its
    assets at Closing will be the amount referred to in clause (ii) of the
    previous sentence as adjusted in a manner consistent with past practice to
    reflect depreciation, amortization and transactions in the ordinary course
    the Acquiror's business.

        (n)  FAIRNESS OPINION.  Janney Montgomery Scott has delivered the
    Fairness Opinion to the Acquiror Board, and a true and complete copy thereof
    has been furnished to Company.

        (o)  EMPLOYEE BENEFITS.

           (i) All pension, profit-sharing, deferred compensation, savings, cash
       or equity-based incentive plans, medical, dental, life insurance,
       severance plans, programs, policies and arrangements, whether or not
       subject to the Employee Retirement Income Security Act of 1974, as
       amended ("ERISA"), and all other employee benefit plans, programs,
       policies and arrangements which are sponsored by Acquiror, any Subsidiary
       of Acquiror or any Acquiror ERISA Affiliate (as defined below) of
       Acquiror or to which Acquiror, any Subsidiary of Acquiror or any Acquiror
       ERISA Affiliate contributes or has, since January 1, 1996, been required
       to contribute, and which cover employees or directors of Acquiror or any
       Subsidiary of Acquiror (the "Acquiror Employees") or former employees or
       directors of Acquiror or any Subsidiary of Acquiror, all employment,
       consulting or severance contracts with employees or former employees of
       Acquiror or any Subsidiary of Acquiror, and any applicable "change of

                                       14

       control" or similar provisions in any plan, contract or arrangement that
       covers Acquiror Employees (collectively, "Acquiror Benefit Plans" and
       individually an "Acquiror Benefit Plan") are accurately and completely
       listed in Section3(o) of the Acquiror Disclosure Letter. No Acquiror
       Benefit Plan is a multi-employer plan, money purchase plan, defined
       benefit plan, multiple employer plan or multiple employer welfare
       arrangement (each term as defined in ERISA), and no Acquiror Benefit Plan
       is covered by Title IV of ERISA. True and complete copies of all Acquiror
       Benefit Plans have been provided to Company.

           (ii) All Acquiror Benefit Plans have been established and maintained
       in compliance with their terms and applicable law, including, but not
       limited to the Code and ERISA and the rules and regulations promulgated
       thereunder. Each Acquiror Benefit Plan which is an "employee pension
       benefit plan" within the meaning of Section 3(2) of ERISA ("Acquiror
       Pension Plan") and which is intended to be qualified under
       Section 401(a) of the Code, has received a favorable determination letter
       from the Internal Revenue Service, which determination letter is
       currently in effect, and there are no proceedings pending or, to the
       knowledge of Acquiror, threatened, or any facts or circumstances known to
       Acquiror, which are reasonably likely to result in revocation of any such
       favorable determination letter. There is no pending or, to the knowledge
       of Acquiror, threatened litigation relating to the Acquiror Benefit
       Plans. Neither Acquiror, any Acquiror ERISA Affiliate or Acquiror Benefit
       plan or trustee thereof has engaged in a transaction with respect to any
       Acquiror Benefit Plan that, assuming the taxable period of such
       transaction expired as of the date hereof, is reasonably likely to
       subject Acquiror or any Acquiror ERISA Affiliate to a tax or penalty
       imposed by either Section 4975 of the Code or Section 502(i) of ERISA.

           (iii) No liability under Title IV of ERISA has been or is reasonably
       likely to be incurred by Acquiror or any of its Subsidiaries with respect
       to any ongoing, frozen or terminated Acquiror Benefit Plan that is a
       "single-employer plan", within the meaning of Section 4001(a)(15) of
       ERISA, currently or formerly maintained by any of them, or the single-
       employer plan of any entity which is considered a predecessor of Acquiror
       or one employer with Acquiror under Section 4001 of ERISA (an "Acquiror
       ERISA Affiliate"). All contributions required to be made under the terms
       of any Acquiror Benefit Plan have been timely made or reserves therefor
       on the balance sheet of Acquiror have been established, which reserves
       are adequate.

           (iv) Acquiror and its Subsidiaries have not incurred any liability
       under, and have complied in all material respects with, the WARN Act and
       no fact or event exists that could give rise to liability under such act.

           (v) No Acquiror Benefit Plan is presently under audit or examination
       (nor has notice been received of a potential audit or examination) by the
       IRS, the Department of Labor, or any other governmental entity, and no
       matters are pending with respect to any Acquiror Benefit Plan under any
       IRS program.

           (vi) No Acquiror Benefit Plan contains any provision or is subject to
       any law that would prohibit the transactions contemplated by this
       Agreement or, except as set forth in Section 3(o) of the Acquiror
       Disclosure Letter, that would give rise to any vesting or increase of
       benefits, any severance, termination, or other payments or liabilities as
       a result of the transactions contemplated by this Agreement. No Acquiror
       Benefit Plan provides for any bonus compensation in contemplation of the
       transactions contemplated by this Agreement.

           (vii) Acquiror has made no plan or commitment, whether or not legally
       binding, to create any additional Acquiror Benefit Plan or to modify or
       change any existing Acquiror Benefit Plan. No statement, either written
       or oral, has been made by Acquiror to any Person with regard to any
       Acquiror Benefit Plan that was not in accordance with the Acquiror
       Benefit

                                       15

       Plan and that could have an adverse economic consequence to Acquiror. All
       Acquiror Benefit Plans may be amended or terminated without penalty by
       Acquiror at any time on or after the Closing.

           (viii) With respect to any Acquiror Benefit Plan that is an "employee
       welfare benefit plan" (within the meaning of Section 3(1) of ERISA),
       (A) each welfare plan for which contributions are claimed as deductions
       under any provision of the Code is in compliance with all applicable
       requirements pertaining to such deduction, (B) with respect to any
       welfare benefit fund (within the meaning of Section 419 of the Code)
       related to a welfare plan, there is no disqualified benefit (within the
       meaning of Section 4976(b) of the Code) that would result in the
       imposition of a tax under Section 4976(a) of the Code, (C) any Acquiror
       Benefit Plan that is a group health plan (within the meaning of
       Section 4980B(g)(2) of the Code) complies, and in each and every case has
       complied, in all material respects with all of the requirements of
       Section 4980B of the Code, ERISA, Title XXII of the Public Health Service
       Act, the applicable provisions of the Social Security Act, the Health
       Insurance Portability and Accountability Act of 1996, and other
       applicable laws, and (D) no welfare plan provides health or other
       benefits after an employee's or former employee's retirement or other
       termination of employment except as required by Section 4980B of the
       Code.

           (ix) All Persons classified by Acquiror as independent contractors
       satisfy and have at all times satisfied the requirements of applicable
       law to be so classified; Acquiror has fully and accurately reported their
       compensation on IRS Forms 1099 when required to do so; and Acquiror has
       no obligations to provide benefits with respect to such Persons under
       Acquiror Benefit Plans or otherwise. Acquiror does not employ and has not
       employed any "leased employees" as defined in Section 414(n) of the Code.

        (p)  ENVIRONMENTAL MATTERS.  Except for such matters that, individually
    or in the aggregate, would not reasonably be expected to have an Acquiror
    Material Adverse Effect or would not otherwise require disclosure pursuant
    to the Securities Exchange Act, or are listed in Section3(p) of the Acquiror
    Disclosure Letter or described in Acquiror Reports filed prior to the date
    hereof, (i) each of Acquiror and its Subsidiaries has complied and is in
    compliance with all applicable Environmental Laws; (ii) the properties
    currently owned or operated by Acquiror or any of its Subsidiaries
    (including soils, groundwater, surface water, buildings or other structures)
    are not contaminated with Hazardous Substances; (iii) neither Acquiror nor
    any of its Subsidiaries is subject to liability for any Hazardous Substance
    disposal or contamination on any third party property; (iv) neither Acquiror
    nor any of its Subsidiaries has had any release or threat of release of any
    Hazardous Substance; (v) neither Acquiror nor any of its Subsidiaries has
    received any notice, demand, threat, letter, claim or request for
    information alleging that it or any of its Subsidiaries may be in violation
    of or liable under any Environmental Law (including any claims relating to
    electromagnetic fields or microwave transmissions); (vi) neither Acquiror
    nor any of its Subsidiaries is subject to any orders, decrees, injunctions
    or other arrangements with any governmental or regulatory authority of
    competent jurisdiction or is subject to any indemnity or other agreement
    with any third party relating to liability under any Environmental Law or
    relating to Hazardous Substances; and (vii) to Acquiror's knowledge, there
    are no circumstances or conditions involving Acquiror or any of its
    Subsidiaries that would reasonably be expected to result in any claims,
    liabilities, investigations, costs or restrictions on the ownership, use or
    transfer of any of its properties pursuant to any Environmental Law.

        (q)  INTELLECTUAL PROPERTY.  Except as disclosed in Section3(q) of the
    Acquiror Disclosure Letter or in the Acquiror Reports filed prior to the
    date hereof, Acquiror and its Subsidiaries have all right, title and
    interest in, or a valid and binding license to use, all Acquiror
    Intellectual Property. Except as disclosed in Section3(q) of the Acquiror
    Disclosure Letter or in the Acquiror Reports filed prior to the date hereof,
    Acquiror and its Subsidiaries (i) have not defaulted in any material respect
    under

                                       16

    any license to use any Acquiror Intellectual Property, (ii) are not the
    subject of any proceeding or litigation for infringement of any third party
    intellectual property, (iii) have no knowledge of circumstances that would
    be reasonably expected to give rise to any such proceeding or litigation and
    (iv) have no knowledge of circumstances that are causing or would be
    reasonably expected to cause the loss or impairment of any Acquiror
    Intellectual Property, other than a default, proceeding, litigation, loss or
    impairment that is not having or would not be reasonably expected to have,
    individually or in the aggregate, an Acquiror Material Adverse Effect.

        (r)  INSURANCE.  Except as set forth in Section3(r) of the Acquiror
    Disclosure Letter, each of Acquiror and its Subsidiaries is insured with
    financially responsible insurers in such amounts and against such risks and
    losses as are customary for companies conducting the business as conducted
    by Acquiror and its Subsidiaries.

        (s)  CERTAIN CONTRACTS.  Except as set forth in Section3(s) of the
    Acquiror Disclosure Letter, all material contracts to which Acquiror or any
    of its Subsidiaries is a party or may be bound that are required by Item
    601(b)(10) of Regulation S-K to be filed as exhibits to, or incorporated by
    reference in, the Acquiror 10-K or the Acquiror 10-Q have been so filed or
    incorporated by reference. All material contracts to which Acquiror or any
    of its Subsidiaries is a party or may be bound that have been entered into
    as of the date hereof and will be required by Item 601(b)(10) of
    Regulation S-K to be filed or incorporated by reference into Acquiror's
    Annual Report on Form 10-K for the year ended December 31, 2000, but which
    have not previously been filed or incorporated by reference into any
    Acquiror Report, are set forth in Section3(s) of the Acquiror Disclosure
    Letter. All contracts, licenses, consents, royalty or other agreements which
    are material to Acquiror and its Subsidiaries, taken as a whole, to which
    Acquiror or any of its Subsidiaries is a party (the "Acquiror Contracts")
    are valid and in full force and effect on the date hereof except to the
    extent they have previously expired or been terminated in accordance with
    their terms or, to the extent such invalidity would not reasonably be
    expected to have an Acquiror Material Adverse Effect and, to Acquiror's
    knowledge, neither Acquiror nor any of its Subsidiaries has violated any
    provision of, or committed or failed to perform any act which with or
    without notice, lapse of time or both would constitute a default under the
    provisions of, any Acquiror Contract, except for defaults which individually
    and in the aggregate would not reasonably be expected to result in an
    Acquiror Material Adverse Effect.

        (t)  INVESTMENT COMPANY.  Acquiror is not an "Investment Company" as
    defined in the Investment Company Act of 1940, as amended.

        (u)  CASH ON HAND.  As of February 28, 2001, Cash on Hand of Acquiror
    exceeded $10,000,000. As of the Closing, Cash on Hand (disregarding any Cash
    on Hand of the Company) shall be no less than $7.5 million.

        (v)  TAKEOVER STATUTES; DISSENTERS RIGHTS.  In connection with the
    transactions contemplated hereby, (i) no "fair price," "control
    transaction," "control share acquisition" or other form of anti-takeover
    provision under the Pennsylvania Business Corporation Law is applicable to
    the Merger, the Acquiror or the acquisition of Shares by holders of Company
    Capital Stock in the Merger, and (ii) Acquiror Shareholders are not entitled
    to exercise any dissenters rights. Acquiror represents that the restrictions
    on "business combinations" contained in Section 2555 of the Pennsylvania
    Business Corporation Law, are inapplicable to the transactions contemplated
    by this Agreement and the acquisition of Shares by holders of Company
    Capital Stock pursuant to the terms of this Agreement has been approved by
    the Acquiror Board for purpose of such Section 2555.

                                       17

    4.  REPRESENTATIONS AND WARRANTIES OF COMPANY.  Company represents and
warrants to Acquiror:

        (a)  ORGANIZATION, QUALIFICATION AND CORPORATE POWER.  Company is a
    corporation duly organized, validly existing and in good standing under the
    laws of the State of Delaware. Each of Company's Subsidiaries is a
    corporation or other entity duly organized, validly existing and in good
    standing under the laws of its jurisdiction of organization. Each of Company
    and its Subsidiaries is duly authorized to conduct business and is qualified
    as a foreign corporation or other entity in good standing under the laws of
    each jurisdiction where such qualification is required, except where the
    lack of such qualification or failure to be in good standing would not
    reasonably be expected to have a material adverse effect on the business,
    financial condition or results of operations of Company and its Subsidiaries
    taken as a whole or on the ability of Company to consummate the transactions
    contemplated by this Agreement (a "Company Material Adverse Effect"). Each
    of Company and its Subsidiaries has full corporate power and corporate
    authority, and all foreign, federal, state and local governmental permits,
    licenses and consents, required to carry on the businesses in which it is
    engaged and to own and use the properties owned and used by it, except for
    such permits, licenses and consents the failure of which to have would not
    reasonably be expected to have a Company Material Adverse Effect. Company
    does not own any equity interest in any corporation, partnership, limited
    liability company, joint venture or other entity other than the Subsidiaries
    listed in Section4(a) of Company's Disclosure Letter accompanying this
    Agreement (the "Company Disclosure Letter"). The jurisdiction of
    incorporation of each Subsidiary of Company is listed in Section4(a) of the
    Company Disclosure Letter. Except as set forth in Section4(a) of the Company
    Disclosure Letter, Company has delivered to Acquiror a true, complete and
    correct copy of its certificate of incorporation (or comparable charter
    document) and by-laws, each as amended to date, of Company and all of its
    Subsidiaries. Neither Company nor any of its Subsidiaries is in violation of
    any provision of its certificate of incorporation (or comparable charter
    document) or by-laws.

        (b)  CAPITALIZATION.  The entire authorized capital stock of Company
    consists of 100,000,000 shares of capital stock, including 60,000,000
    authorized Company Shares, of which 3,000,000 are issued and outstanding as
    of the date hereof and 40,000,000 authorized shares of preferred stock, of
    which 28,677,402 Company Preferred Shares are issued and outstanding as of
    the date hereof. All of the issued and outstanding shares of Company Capital
    Stock have been duly authorized and are validly issued, fully paid and
    nonassessable, and none have been issued in violation of any preemptive or
    similar right granted by Company. As of the date hereof, 5,836,705 Company
    Shares were subject to issuance pursuant to employee stock options issued
    under the Company Option Plan(s). Section4(b) of the Company Disclosure
    Letter lists the exercise price and vesting schedule of all such employee
    stock options. Except as set forth above or in Section4(b) of the Company
    Disclosure Letter, neither Company nor any of its Subsidiaries has any
    outstanding or authorized Stock Rights or outstanding or authorized stock
    appreciation, phantom stock, profit participation or similar rights with
    respect to Company or any of its Subsidiaries. Except as set forth in
    Section4(b) of the Company Disclosure Letter, there are no rights,
    contracts, commitments or arrangements obligating Company or any of its
    Subsidiaries to redeem, purchase or acquire, or offer to purchase, redeem or
    acquire, any outstanding shares of, or any outstanding options, warrants or
    rights of any kind to acquire any shares of, or any outstanding securities
    that are convertible into or exchangeable for any shares of, capital stock
    of Company.

        (c)  SUBSIDIARIES.  Except as set forth in Section4(c) of the Company
    Disclosure Letter, Company, directly or indirectly, owns 100% of the
    outstanding shares of capital stock or other equity interests of each of its
    Subsidiaries free and clear of any Security Interest and each such share of
    capital stock or other equity interest has been duly authorized and is
    validly issued, fully paid and nonassessable, and none of such shares of
    capital stock or other equity interests has been issued in violation of any
    preemptive or similar right. No shares of capital stock of, or other equity
    interests

                                       18

    in, any Subsidiary of Company are reserved for issuance, and there are no
    contracts, agreements, commitments or arrangements obligating Company or any
    of its Subsidiaries (i) to offer, sell, issue, grant, pledge, dispose of or
    encumber any shares of capital stock of, or other equity interests in, or
    any options, warrants or rights of any kind to acquire any shares of capital
    stock of, or other equity interests in, any of the Subsidiaries of Company
    or (ii) to redeem, purchase or acquire, or offer to purchase or acquire, any
    outstanding shares of capital stock of, or other equity interests in, or any
    outstanding options, warrants or rights of any kind to acquire any shares of
    capital stock of, or other equity interest in, or any outstanding securities
    that are convertible into or exchangeable for, any shares of capital stock
    of, or other equity interests in, any of the Subsidiaries of Company.

        (d)  VOTING ARRANGEMENTS.  Except as set forth in Section4(d) of the
    Company Disclosure Letter there are no voting trusts, proxies or other
    similar agreements or understandings to which Company or any of its
    Subsidiaries is a party or by which Company or any of its Subsidiaries is
    bound with respect to the voting of any shares of capital stock of Company
    or any of its Subsidiaries or with respect to the registration of the
    offering, sale or delivery of any shares of capital stock of Company or any
    of its Subsidiaries under the Securities Act or any other securities law.
    There are no issued or outstanding bonds, debentures, notes or other
    indebtedness of Company having the right to vote on any matters on which
    stockholders of Company may vote.

        (e)  AUTHORIZATION OF TRANSACTION.  Company has full power and authority
    (including full corporate power and corporate authority), and has taken all
    required action, necessary to properly execute and deliver this Agreement
    and to perform its obligations hereunder, and this Agreement constitutes the
    valid and legally binding obligation of Company, enforceable in accordance
    with its terms and conditions, except as limited by (i) applicable
    bankruptcy, insolvency, reorganization, moratorium and other laws of general
    application affecting enforcement of creditors' rights generally and
    (ii) general principles of equity, regardless of whether asserted in a
    proceeding in equity or at law; PROVIDED, HOWEVER, that Company cannot
    consummate the Merger unless and until it receives the Requisite Stockholder
    Approval of the Company Stockholders.

        (f)  NONCONTRAVENTION.  Except as disclosed in Section4(f) of the
    Company Disclosure Letter, neither the execution and the delivery of this
    Agreement, nor the consummation of the transactions contemplated hereby,
    will (i) violate any constitution, statute, regulation, rule, injunction,
    judgment, order, decree or other restriction of any Government Entity to
    which Company or any of its Subsidiaries is subject or any provision of the
    charter or by-laws of Company or any of its Subsidiaries or (ii) conflict
    with, result in a breach of, constitute a default under, result in the
    acceleration of, create in any party the right to accelerate, terminate,
    modify or cancel or require any notice under any agreement, contract, lease,
    license, instrument or other arrangement to which Company or any of its
    Subsidiaries is a party or by which it is bound or to which any of its
    assets is subject, except in the case of clause (ii) where the violation,
    conflict, breach, default, acceleration, termination, modification,
    cancellation or failure to give notice would not reasonably be expected to
    have a Company Material Adverse Effect or except as set forth in Section4(f)
    of the Company Disclosure Letter. Other than as required under the
    provisions of the Hart-Scott-Rodino Act, the DGCL and applicable securities
    laws, neither Company nor any of its Subsidiaries needs to give any notice
    to, make any filing with or obtain any authorization, consent or approval of
    any Government Entity in order for the parties to consummate the
    transactions contemplated by this Agreement, except where the failure to
    give notice, to file or to obtain any authorization, consent or approval
    would not reasonably be expected to have a Company Material Adverse Effect
    or except as set forth in Section4(f) of the Company Disclosure Letter.
    "Required Company Consents" means any authorization, consent or approval of
    a Government Entity or other third party required to be obtained pursuant to
    any state securities laws or so that a matter set forth in Section 4(f) of
    the Company Disclosure Letter would not be reasonably expected to have a
    Company Material Adverse Effect for purposes of this Section4(f).

                                       19

        (g)  FINANCIAL STATEMENTS.

           (i) Company's consolidated balance sheets as at December 31, 1999 and
       its consolidated statements of operations, cash flows and stockholders'
       equity for the period from May 4, 1999 through December 31, 1999, audited
       by KPMG LLP, and its unaudited interim consolidated balance sheets as at
       June 30 and September 30, 1999 and March 31, June 30 and September 30,
       2000 and its consolidated statements of operations, cash flows and
       stockholders' equity for the periods then ended, have been prepared from
       the books and records of Company and its Subsidiaries in accordance with
       GAAP applied on a consistent basis throughout the periods covered
       thereby, and present fairly in all material respects the financial
       condition of Company and its Subsidiaries as of the indicated dates and
       the results of operations and cash flows of Company and its Subsidiaries
       for the periods set forth therein (subject in the case of quarterly
       financial statements to the absence of complete footnotes and subject to
       normal year-end audit adjustments). The Tucows Division of Tucows
       Interactive Limited's (the "Division") balance sheet as at December 31,
       1998 and its statements of operations and cash flows for the years ended
       December 31, 1997 and 1998 and the period from January 1, 1999 through
       May 3, 1999, audited by KPMG LLP, and its unaudited interim balance sheet
       as at March 31, 1999 and its statements of operations and cash flows for
       the period then ended, have been prepared from the books and records of
       the Division in accordance with GAAP applied on a consistent basis
       throughout the periods covered thereby, and present fairly in all
       material respects the financial condition of the Division as of the
       indicated dates and the results of operations and cash flows of the
       Division for the periods set forth therein (subject in the case of
       quarterly financial statements to the absence of complete footnotes and
       subject to normal year-end audit adjustments).

           (ii) Company has delivered to Acquiror a draft dated March 23, 2001,
       of Company's audited financial statements for the years ended
       December 31, 1999 and 2000 (the "Company Draft Financial Statements").

           (iii) From January 1, 2001 until the date of this Agreement, Company
       and its Subsidiaries have not incurred any liabilities that are of a
       nature that would be required to be disclosed on a balance sheet of
       Company and its Subsidiaries or the footnotes thereto prepared in
       conformity with GAAP, other than (A) liabilities incurred in the ordinary
       course of business that would not, individually or in the aggregate,
       reasonably be expected to have a Company Material Adverse Effect or
       (B) liabilities disclosed in Section4(g) of the Company Disclosure
       Letter.

        (h)  EVENTS SUBSEQUENT TO JANUARY 1, 2001.  From January 1, 2001 to the
    date of this Agreement, except as set forth in Section4(h) of the Company
    Disclosure Letter, (i) Company and its Subsidiaries have conducted their
    respective businesses only in, and have not engaged in any transaction other
    than according to, the ordinary and usual course of such businesses, and
    (ii) there has not been (A) any change in the financial condition, business
    or results of operations of Company or any of its Subsidiaries, or any
    development or combination of developments relating to Company or any of its
    Subsidiaries of which management of Company has knowledge, and which would
    reasonably be expected to have a Company Material Adverse Effect; (B) any
    declaration, setting aside or payment of any dividend or other distribution
    with respect to the capital stock of Company, or any redemption, repurchase
    or other reacquisition of any of the capital stock of Company; (C) any
    change by Company in accounting principles, practices or methods materially
    affecting the reported consolidated assets, liabilities or results of
    operations of Company; (D) any increase in the compensation of any officer
    of Company or any of its Subsidiaries or grant of any general salary or
    benefits increase to the employees of Company or any of its Subsidiaries
    other than in the ordinary course of business consistent with past
    practices; (E) any issuance or sale of any capital stock or other securities
    (including any Stock Rights) by Company or any of its Subsidiaries of any
    kind, other than upon exercise of Stock Rights issued by

                                       20

    or binding upon Company; (F) any material modification, amendment or change
    to the terms or conditions of any Stock Right; or (G) any split,
    combination, reclassification, redemption, repurchase or other reacquisition
    of any capital stock or other securities of Company or any of its
    Subsidiaries.

        (i)  COMPLIANCE.  Except as set forth in Section4(i) of the Company
    Disclosure Letter, Company and its Subsidiaries are in compliance with all
    applicable foreign, federal, state and local laws, rules and regulations and
    all court orders, judgments and decrees to which any of them is a party
    except where the failure to be in compliance would not reasonably be
    expected to have a Company Material Adverse Effect.

        (j)  BROKERS' AND OTHER FEES.  Except as set forth in Section4(j) of the
    Company Disclosure Letter, none of Company and its Subsidiaries has any
    liability or obligation to pay any fees or commissions to any broker, finder
    or agent with respect to the transactions contemplated by this Agreement.

        (k)  LITIGATION AND LIABILITIES.  Except as disclosed in Section4(k) of
    the Company Disclosure Letter, there are (i) no actions, suits or
    proceedings pending or, to the knowledge of Company, threatened against
    Company or any of its Subsidiaries, or any facts or circumstances known to
    Company which may give rise to an action, suit or proceeding against Company
    or any of its Subsidiaries, which would reasonably be expected to have a
    Company Material Adverse Effect and (ii) no obligations or liabilities of
    Company or any of its Subsidiaries, whether accrued, contingent or
    otherwise, known to Company which would reasonably be expected to have a
    Company Material Adverse Effect.

        (l)  TAXES.  Except as set forth in Section4(l) of the Company
    Disclosure Letter, Company and each of its Subsidiaries have duly filed or
    caused to be duly filed on their behalf all federal, state, local and
    foreign Tax Returns required to be filed by them, and have duly paid, caused
    to be paid or made adequate provision for the payment of all Taxes required
    to be paid in respect of the periods covered by such Tax Returns, except
    where the failure to file such Tax Returns or to pay such Taxes would not
    reasonably be expected to have a Company Material Adverse Effect. Except as
    set forth in Section4(l) of the Company Disclosure Letter, no claims for
    Taxes have been asserted against Company or any of its Subsidiaries and no
    material deficiency for any Taxes has been proposed, asserted or assessed
    which has not been resolved or paid in full. To the knowledge of Company, no
    Tax Return or taxable period of Company or any of its Subsidiaries is under
    examination by any taxing authority, and neither Company nor any of its
    Subsidiaries has received written notice of any pending audit by any taxing
    authority. There are no outstanding agreements or waivers extending the
    statutory period of limitation applicable to any Tax Return for any period
    of Company or any or its Subsidiaries. Except as set forth in Section4(l) of
    the Company Disclosure Letter, there are no tax liens other than liens for
    Taxes not yet due and payable relating to Company or any of its
    Subsidiaries. Company has no reason to believe that any conditions exist
    that could reasonably be expected to prevent the Merger from qualifying as a
    reorganization within the meaning of Section 368(a) of the Code. Except as
    provided in Section4(l) of the Company Disclosure Letter, neither Company
    nor any of its Subsidiaries is a party to any agreement or contract which
    would result in payment of any "EXCESS PARACHUTE PAYMENT" within the meaning
    of Section 280G of the Code as of the date of this Agreement. Neither
    Company nor any of its Subsidiaries has filed any consent pursuant to
    Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code
    apply to any disposition of a subsection (f) asset owned by Company or any
    of its Subsidiaries. Company has not been and is not a United States real
    property holding company (as defined in Section 897(c)(2) of the Code)
    during the applicable period specified in Section 897(c)(1)(A)(ii) of the
    Code. None of Company or its Subsidiaries (x) has been a member of an
    "affiliated group," within the meaning of Section 1504(a) of the Code, other
    than a group the common parent of which was Company or (y) has any liability
    for the Taxes of any Person, other than any of Company or its Subsidiaries
    under Treasury Regulation Section1.1502-6 (or any similar

                                       21

    provision of state, local or foreign law) as a transferee, successor, by
    contract or otherwise. Company has withheld and has timely paid over to the
    proper governmental authorities all Taxes required to have been withheld and
    paid over, and complied with all information reporting and backup
    withholding requirements, including maintenance of required records with
    respect thereto, in connection with amounts paid to any shareholder,
    employee, independent contractor, creditor or other third party. Company's
    tax basis in its assets for purposes of determining its future amortization,
    depreciation and other federal income tax deductions is accurately reflected
    on Company's tax books and records. Company has disclosed on its Tax Returns
    all positions taken therein that could give rise to substantial
    understatement of Tax within the meaning of Code Section 6662. The liability
    of each of Company and its Subsidiaries for unpaid Taxes did not, as of the
    dates of the financial statements described in Section4(g), exceed the
    current liability accruals for Taxes (excluding reserves for deferred Taxes)
    set forth on such financial statements. The liability of each of Company and
    its Subsidiaries for unpaid Taxes as of the Closing Date will not exceed
    such accruals as adjusted on the books of Company to reflect transactions
    occurring in the ordinary course of business though the Closing Date.
    Company has a taxable year ending on December 31. Each of Company and its
    Subsidiaries currently utilizes the accrual method of accounting for income
    tax purposes and such method of accounting has not changed since its
    incorporation. Neither Company nor any of its Subsidiaries has agreed to,
    and is not and will not be required to, make any adjustments under Code
    section 481(a) or a similar provision of foreign law as a result of a change
    in accounting methods. Copies of filed Tax Returns of each of Company and
    its Subsidiaries for taxable years beginning after December 31, 1998, and
    copies of any Tax examinations, audit reports, or notices of deficiencies of
    each of Company and its Subsidiaries, without regard to time, have been
    delivered to Acquiror. Neither Company nor any of its Subsidiaries is, or
    has ever been, a party to a Tax sharing, Tax indemnity or Tax allocation
    agreement, and neither Company nor any of its Subsidiaries has assumed the
    Tax liability of any other Person under contract.

        (m)  EMPLOYEE BENEFITS.

           (i) All pension, profit-sharing, deferred compensation, savings, cash
       or equity based incentive plans, medical, dental, life insurance,
       severance plans, programs, policies and arrangements, whether or not
       subject to ERISA, and all other employee benefit plans, programs,
       policies and arrangements which are sponsored by Company, any Subsidiary
       of Company or any Company ERISA Affiliate (as defined below) of Company
       or to which Company, any Subsidiary of Company or any Company ERISA
       Affiliate contributes or has, since January 1, 1996, been required to
       contribute, and which cover employees or directors of Company or any
       Subsidiary of Company (the "Company Employees") or former employees or
       directors of Company or any Subsidiary of Company, all employment,
       consulting or severance contracts with employees or former employees of
       Company or any Subsidiary of Company, and any applicable "change of
       control" or similar provisions in any plan, contract or arrangement that
       covers Company Employees (collectively, "Company Benefit Plans" and
       individually a "Company Benefit Plan") are accurately and completely
       listed in Section4(m) of the Company Disclosure Letter. No Company
       Benefit Plan is a multi-employer plan, money purchase plan, defined
       benefit plan, multiple employer plan or multiple employer welfare
       arrangement (each term as defined in ERISA) and no Company Benefit Plan
       is covered by Title IV of ERISA. True and complete copies of all Company
       Benefit Plans have been made available to Acquiror.

           (ii) All Company Benefit Plans have been established and maintained
       in compliance with their terms and applicable law, including, but not
       limited to the Code and ERISA and the rules and regulations promulgated
       thereunder. Each Company Benefit Plan which is an "employee pension
       benefit plan" within the meaning of Section 3(2) of ERISA ("Company

                                       22

       Pension Plan") and which is intended to be qualified under
       Section 401(a) of the Code, has received a favorable determination letter
       from the Internal Revenue Service, which determination letter is
       currently in effect, and there are no proceedings pending or, to the
       knowledge of Company, threatened, or any facts or circumstances known to
       Company, which are reasonably likely to result in revocation of any such
       favorable determination letter. There is no pending or, to the knowledge
       of Company, threatened litigation relating to the Company Benefit Plans.
       Neither Company, any Company ERISA Affiliate or any Company Benefit plan
       or trustee thereof engaged in a transaction with respect to any Company
       Benefit Plan that, assuming the taxable period of such transaction
       expired as of the date hereof, is reasonably likely to subject Company or
       any Company ERISA Affiliate to a tax or penalty imposed by either
       Section 4975 of the Code or Section 502(i) of ERISA.

           (iii) No liability under Title IV of ERISA has been or is reasonably
       likely to be incurred by Company or any of its Subsidiaries with respect
       to any ongoing, frozen or terminated Company Benefit Plan that is a
       "single-employer plan", within the meaning of Section 4001(a)(15) of
       ERISA, currently or formerly maintained by any of them, or the single-
       employer plan of any entity which is considered a predecessor of Company
       or one employer with Company under Section 4001 of ERISA (a "Company
       ERISA Affiliate"). All contributions required to be made under the terms
       of any Company Benefit Plan have been timely made or reserves therefore
       on the balance sheet of Company have been established, which reserves are
       adequate.

           (iv) Company and its Subsidiaries have not incurred any liability
       under, and have complied in all material respects with, the WARN Act or
       any equivalent Canadian or provincial statute or regulation, and no fact
       or event exists that could give rise to liability under such act.

           (v) No Company Benefit Plan is presently under audit or examination
       (nor has notice been received of a potential audit or examination) by the
       IRS, the Department of Labor, or any other governmental entity, and no
       matters are pending with respect to any Company Benefit Plan under any
       IRS program.

           (vi) No Company Benefit Plan contains any provision or is subject to
       any law that would prohibit the transactions contemplated by this
       Agreement or that, except as set forth in Section 4(m) of the Company
       Disclosure Letter, would give rise to any vesting or increase of
       benefits, any severance, termination, or other payments or liabilities as
       a result of the transactions contemplated by this Agreement. No Company
       Benefit Plan any bonus compensation in contemplation of the transactions
       contemplated by this Agreement.

           (vii) Company has made no plan or commitment, whether or not legally
       binding, to create any additional Company Benefit Plan or to modify or
       change any existing Company Benefit Plan. No statement, either written or
       oral, has been made by Company to any Person with regard to any Company
       Benefit Plan that was not in accordance with the Company Benefit Plan and
       that could have an adverse economic consequence to Company. All Company
       Benefit Plans may be amended or terminated without penalty by Company at
       any time on or after the Closing.

           (viii) With respect to any Company Benefit Plan that is an "employee
       welfare benefit plan" (within the meaning of Section 3(1) of ERISA),
       (A) each welfare plan for which contributions are claimed as deductions
       under any provision of the Code is in compliance with all applicable
       requirements pertaining to such deduction, (B) with respect to any
       welfare benefit fund (within the meaning of Section 419 of the Code)
       related to a welfare plan, there is no disqualified benefit (within the
       meaning of Section 4976(b) of the Code) that would result in the
       imposition of a tax under Section 4976(a) of the Code, (C) any Company
       Benefit

                                       23

       Plan that is a group health plan (within the meaning of
       Section 4980B(g)(2) of the Code) complies, and in each and every case has
       complied, in all material respects with all of the requirements of
       Section 4980B of the Code, ERISA, Title XXII of the Public Health Service
       Act, the applicable provisions of the Social Security Act, the Health
       Insurance Portability and Accountability Act of 1996, and other
       applicable laws, and (D) no welfare plan provides health or other
       benefits after an employee's or former employee's retirement or other
       termination of employment except as required by Section 4980B of the
       Code.

           (ix) All pension, retirement, retirement compensation, retirement
       savings, retiring allowance, or deferred compensation plans established,
       maintained or contributed to by Company for Canadian employees ("Company
       Canadian Retirement Plans") comply in all material respects with all
       applicable Canadian and provincial legal requirements, including without
       limitation requirements imposed under the Income Tax Act and any
       applicable provincial pension legislation. Any Company Canadian
       Retirement Plan intended to be a registered pension plan has been duly
       registered with the Minister of National Revenue (and, where applicable,
       provincial authorities); such registration has not been revoked, and to
       Seller's Knowledge, there are no presently existing grounds for
       revocation of any such registration. In the case of any Company Canadian
       Retirement Plan which is a defined benefit plan, as of the date of the
       most recent annual actuarial valuation for each such plan, the fair
       market value of assets was at least equal to the aggregate present value
       of all accumulated benefit obligations, as such obligations are
       determined for purposes of financial statement disclosure under FAS 87
       (or the equivalent Canadian accounting standard). All contributions
       required by law or contract to be made by Company to any Company Canadian
       Retirement Plan as of the date hereof have been made in full, or to the
       extent a contribution obligation has accrued but is not yet payable, such
       obligation has been fully accrued on Company's financial statements. To
       Company's knowledge, there are no currently pending or threatened
       (i) governmental audits, investigations or enforcement actions, or
       (ii) lawsuits or administrative claims or charges, related to or
       concerning any Company Canadian Retirement Plan, other than claims for
       benefits in the ordinary course.

           (x) All Persons classified by Company as independent contractors
       satisfy and have at all times satisfied the requirements of applicable
       law to be so classified; Company has fully and accurately reported their
       compensation on IRS Forms 1099 when required to do so; and Company has no
       obligations to provide benefits with respect to such Persons under
       Company Benefit Plans or otherwise. Company does not employ and has not
       employed any "leased employees" as defined in Section 414(n) of the Code.

        (n)  ENVIRONMENTAL MATTERS.  Except for such matters that, individually
    or in the aggregate, would not reasonably be expected to have a Company
    Material Adverse Effect or would not otherwise require disclosure pursuant
    to the Securities Exchange Act, or are listed in Section4(n) of the Company
    Disclosure Letter, (i) each of Company and its Subsidiaries has complied and
    is in compliance with all applicable Environmental Laws; (ii) the properties
    currently owned or operated by Company or any of its Subsidiaries (including
    soils, groundwater, surface water, buildings or other structures) are not
    contaminated with Hazardous Substances; (iii) neither Company nor any of its
    Subsidiaries is subject to liability for any Hazardous Substance disposal or
    contamination on any third party property; (iv) neither Company nor any of
    its Subsidiaries has had any release or threat of release of any Hazardous
    Substance; (v) neither Company nor any of its Subsidiaries has received any
    notice, demand, threat, letter, claim or request for information alleging
    that it or any of its Subsidiaries may be in violation of or liable under
    any Environmental Law (including any claims relating to electromagnetic
    fields or microwave transmissions); (vi) neither Company nor any of its
    Subsidiaries is subject to any orders, decrees, injunctions or other
    arrangements with any governmental or regulatory authority of competent
    jurisdiction or is

                                       24

    subject to any indemnity or other agreement with any third party relating to
    liability under any Environmental Law or relating to Hazardous Substances;
    and (vii) to Company's knowledge, there are no circumstances or conditions
    involving Company or any of its Subsidiaries that would reasonably be
    expected to result in any claims, liabilities, investigations, costs or
    restrictions on the ownership, use or transfer of any of its properties
    pursuant to any Environmental Law.

        (o)  INTELLECTUAL PROPERTY.  Except as disclosed in Section4(o) of the
    Company Disclosure Letter, Company and its Subsidiaries have all right,
    title and interest in, or a valid and binding license to use, all Company
    Intellectual Property. Except as disclosed in Section4(o) of the Company
    Disclosure Letter, Company and its Subsidiaries (i) have not defaulted in
    any material respect under any license to use any Company Intellectual
    Property, (ii) are not the subject of any proceeding or litigation for
    infringement of any third party intellectual property, (iii) have no
    knowledge of circumstances that would be reasonably expected to give rise to
    any such proceeding or litigation and (iv) have no knowledge of
    circumstances that are causing or would be reasonably expected to cause the
    loss or impairment of any Company Intellectual Property, other than a
    default, proceeding, litigation, loss or impairment that is not having or
    would not be reasonably expected to have, individually or in the aggregate,
    a Company Material Adverse Effect.

        (p)  INSURANCE.  Except as set forth in Section4(p) of the Company
    Disclosure Letter, each of Company and its Subsidiaries is insured with
    financially responsible insurers in such amounts and against such risks and
    losses as are customary for companies conducting the business as conducted
    by Company and its Subsidiaries.

        (q)  CERTAIN CONTRACTS.  Section 4(q) of the Company Disclosure Letter
    lists all material contracts to which Company or any of its Subsidiaries is
    a party or may be bound that would be required by Item 601(b)(10) of
    Regulation S-K to be filed as exhibits to, or incorporated by reference in
    an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed by
    Company if Company were required to make such a filing. All contracts,
    licenses, consents, royalty or other agreements which are material to
    Company and its Subsidiaries, taken as a whole, to which Company or any of
    its Subsidiaries is a party (the "Company Contracts") are valid and in full
    force and effect on the date hereof except to the extent they have
    previously expired or been terminated in accordance with their terms or, to
    the extent such invalidity would not reasonably be expected to have a
    Company Material Adverse Effect and, to Company's knowledge, neither Company
    nor any of its Subsidiaries has violated any provision of, or committed or
    failed to perform any act which with or without notice, lapse of time or
    both would constitute a default under the provisions of, any Company
    Contract, except for defaults which individually and in the aggregate would
    not reasonably be expected to result in a Company Material Adverse Effect.

        (r)  INVESTMENT COMPANY.  Company is not an "investment company" as
    defined in the Investment Company Act of 1940, as amended.

    5.  COVENANTS.  The parties agree as follows with respect to the period from
and after the execution of this Agreement through and including the Effective
Time (except for Section5(j), which will apply from and after the Effective Time
in accordance with its terms and Section5(p) which will apply from the date
hereof and shall survive after the Closing).

        (a)  GENERAL.  Each of the parties will use all reasonable efforts to
    take all actions and to do all things necessary in order to consummate and
    make effective the transactions contemplated by this Agreement (including
    satisfaction, but not waiver, of the closing conditions set forth in
    Section6 below).

        (b)  NOTICES AND CONSENTS.  Acquiror and Company will give any notices
    (and will cause each of their respective Subsidiaries to give any notices)
    to third parties, and will use all reasonable efforts to obtain (and will
    cause each of their respective Subsidiaries to use all reasonable efforts

                                       25

    to obtain) any third-party consents, that may be required in order for the
    parties to consummate the transactions contemplated by this Agreement;
    provided, that no party shall be required to make any material payment to
    any third party in order to obtain any third-party consent.

        (c)  REGULATORY MATTERS AND APPROVALS.  Each of the parties, promptly
    after the date hereof, will, and will cause each of their respective
    Subsidiaries to, give any notices to, make any filings with and use all
    reasonable efforts to obtain any authorizations, consents and approvals of
    Government Entities in order for the parties to consummate the transactions
    contemplated by this Agreement. Without limiting the generality of the
    foregoing:

           (i)  SECURITIES LAWS.  As promptly as practicable after the execution
       of this Agreement, Acquiror shall prepare, with the cooperation of
       Company, and file with the SEC the joint proxy statement/prospectus (such
       joint proxy statement/prospectus and any amendments or supplements
       thereto, the "Joint Proxy Statement/Prospectus") and the registration
       statement in which the Joint Proxy Statement/Prospectus will be included
       as a prospectus (such registration statement and any amendments or
       supplements thereto, the "Registration Statement"). Acquiror shall use
       its reasonable efforts to cause the Registration Statement to be declared
       effective under the Securities Act as soon as practicable after such
       filing. Company shall provide promptly such information concerning its
       business and financial statements and affairs as may be required or
       appropriate for inclusion in the Joint Proxy Statement/Prospectus and the
       Registration Statement, and use its reasonable efforts to cause its
       counsel, accountants and financial advisor to cooperate in the
       preparation of the Joint Proxy Statement/Prospectus and the Registration
       Statement. Acquiror shall take reasonable steps to comply with the
       securities and blue sky laws of all jurisdictions which are applicable to
       the issuance of the Shares in connection with the Merger. Company shall
       use reasonable efforts to assist Acquiror as may be necessary to comply
       with the securities and blue sky laws of all jurisdictions which are
       applicable in connection with the issuance of Shares in connection with
       the Merger. Acquiror and Company shall cause the Joint Proxy Statement/
       Prospectus to be mailed to their respective stockholders at the earliest
       practicable time after the Registration Statement is declared effective
       by the SEC. Company shall prepare such other materials conforming to the
       requirements of applicable law as may be necessary to solicit the
       Requisite Stockholder Approval of the Company Stockholders. The
       Registration Statement and the Joint Proxy Statement/Prospectus shall
       comply as to form in all material respects with the applicable provisions
       of the Securities Act and the Exchange Act and the rules and regulations
       thereunder. Each of Acquiror and Company agrees that none of the
       information supplied or to be supplied by it for inclusion or
       incorporation by reference in the Registration Statement and/or the Joint
       Proxy Statement/Prospectus and each amendment or supplement thereto, at
       the time of mailing thereof and at the time of the Acquiror Special
       Meeting or the Company Special Meeting, will contain an untrue statement
       of a material fact or omit to state a material fact required to be stated
       therein or necessary to make the statements therein, in light of the
       circumstances under which they were made, not misleading. For purposes of
       the foregoing, it is understood and agreed that information concerning or
       related to Acquiror and the Acquiror Special Meeting will be deemed to
       have been supplied by Acquiror, and information concerning or related to
       Company and the Company Special Meeting shall be deemed to have been
       supplied by Company. Acquiror will cooperate with Company and provide
       Company with a reasonable opportunity to review and comment on the Joint
       Proxy Statement/Prospectus and any amendment or supplement thereto prior
       to filing such with the SEC, will provide Company with a copy of all such
       filings concurrent with their filing with the SEC and will notify Company
       as promptly as practicable after the receipt of any comments from the SEC
       or its staff or from any state securities administrators and of any
       request by the SEC or its staff or by any state securities administrators
       for amendments or supplements to the Registration Statement or any blue
       sky filings or for additional

                                       26

       information, and will supply Company and its legal counsel with copies of
       all correspondence between Acquiror or any of its representatives, on the
       one hand, and the SEC, its staff or any state securities administrators,
       on the other hand, with respect to the Registration Statement. No change,
       amendment or supplement to the Joint Proxy Statement/Prospectus shall be
       made without the approval of Acquiror and Company, which approval shall
       not be unreasonably withheld or delayed. If, at any time prior to the
       Effective Time, any event relating to Acquiror, Company or any of their
       respective Affiliates, officers or directors is discovered by Acquiror or
       Company, as the case may be, that is required by the Securities Act or
       the Securities Exchange Act to be set forth in an amendment to the
       Registration Statement or a supplement to the Joint Proxy
       Statement/Prospectus, Acquiror or Company, as the case may be, will as
       promptly as practicable inform the other, and such amendment or
       supplement will be promptly filed with the SEC and disseminated to the
       stockholders of Acquiror and Company, to the extent required by
       applicable securities laws. All documents which Acquiror or Company files
       or is responsible for filing with the SEC and any other regulatory agency
       in connection with the Merger (including, without limitation, the
       Registration Statement and the Joint Proxy Statement/Prospectus) will
       comply as to form and content in all material respects with the
       provisions of applicable law. Notwithstanding the foregoing, Acquiror, on
       the one hand, and Company, on the other hand, make no representations or
       warranties with respect to any information that has been supplied in
       writing by the other, or the other's auditors, attorneys or financial
       advisors, specifically for use in the Registration Statement or the Joint
       Proxy Statement/Prospectus, or in any other documents to be filed with
       the SEC or any other regulatory agency expressly for use in connection
       with the transactions contemplated hereby.

           (ii)  STOCKHOLDERS MEETINGS.  Acquiror will take all action, to the
       extent necessary in accordance with applicable law, its articles of
       incorporation and by-laws to convene a special meeting of its
       shareholders (the "Acquiror Special Meeting"), as soon as reasonably
       practicable in order that its shareholders may consider and vote upon the
       Certificate Amendment and the issuance of the Shares in the Merger.
       Company will take all action, to the extent necessary in accordance with
       applicable law, its certificate of incorporation and by-laws to convene a
       special meeting of its stockholders (the "Company Special Meeting"), as
       soon as reasonably practicable in order that its stockholders may
       consider and vote upon the adoption of this Agreement and the approval of
       the Merger in accordance with the DGCL. Acquiror and Company shall mail
       the Joint Proxy Statement/Prospectus to their respective stockholders as
       soon as reasonably practicable. Subject to Section5(h) below, the Joint
       Proxy Statement/Prospectus shall contain the affirmative unanimous
       recommendations of the Acquiror Board in favor of the Certificate
       Amendment and the issuance of the Shares in the Merger (the "Acquiror
       Recommendation") and of the Company Board in favor of the adoption of
       this Agreement and the approval of the Merger.

        (d)  OPERATION OF ACQUIROR'S BUSINESS.  Except as set forth in
    Section5(d) of the Acquiror Disclosure Letter or as otherwise expressly
    contemplated by this Agreement, Acquiror will not (and will not cause or
    permit any of its Subsidiaries to), without the written consent of Company,
    take any action or enter into any transaction other than in the ordinary
    course of business consistent with past practice. Without limiting the
    generality of the foregoing, except as expressly provided in this Agreement
    or Section5(d) of the Acquiror Disclosure Letter, without the written
    consent of Company:

           (i) none of Acquiror and its Subsidiaries will authorize or effect
       any change in its charter or by-laws or comparable organizational
       document;

           (ii) none of Acquiror and its Subsidiaries will grant any Stock
       Rights or issue, sell, authorize or otherwise dispose of any of its
       capital stock, (x) except upon the conversion or exercise of Stock Rights
       outstanding as of the date of this Agreement and (y) except for stock
       options issued to employees of Acquiror and its Subsidiaries in a manner
       consistent with past

                                       27

       practice which (I) do not provide for the issuance of more than 20,000
       Shares in any calendar quarter, (II) are issued only to new employees and
       employees promoted after the date hereof, (III) are issued at not less
       than the market price of the Shares on the date of grant as determined in
       accordance with the plan pursuant to which such options are issued,
       (IV) are not issued to any executive officer or director of Acquiror and
       (V) do not provide for accelerated vesting as a result of the Merger;

           (iii) none of Acquiror and its Subsidiaries will sell, lease,
       encumber or otherwise dispose of, or otherwise agree to sell, lease,
       encumber or otherwise dispose of, any of its assets except in the
       ordinary course of business consistent with past practice; provided,
       however, Acquiror shall be permitted to sublease, or transfer, sell or
       otherwise dispose of its lease of, office space at 590 North Gulph Road,
       King of Prussia;

           (iv) none of Acquiror and its Subsidiaries (other than wholly-owned
       Subsidiaries) will declare, set aside or pay any dividend or distribution
       with respect to its capital stock (whether in cash or in kind);

           (v) none of Acquiror and its Subsidiaries will split, combine or
       reclassify any of its capital stock or redeem, repurchase or otherwise
       acquire any of its capital stock;

           (vi) none of Acquiror and its Subsidiaries will acquire or agree to
       acquire by merger or consolidation with, or by purchasing a substantial
       equity interest in or a substantial portion of the assets of, or by any
       other manner, any business of any Person or division thereof or otherwise
       acquire or agree to acquire any assets (other than assets used in the
       operation of the business of Acquiror and its Subsidiaries in the
       ordinary course consistent with past practice);

           (vii) none of Acquiror or its Subsidiaries will incur or commit to
       any capital expenditures other than capital expenditures incurred or
       committed to in the ordinary course of business consistent with past
       practice;

           (viii) none of Acquiror or its Subsidiaries will (x) make any loans,
       advances or capital contributions to, or investments in, any other
       Person, other than by Acquiror or a Subsidiary of Acquiror to or in
       Acquiror or any wholly owned Subsidiary of Acquiror, (y) pay, discharge
       or satisfy any claims, liabilities or obligations (absolute, accrued,
       asserted or unasserted, contingent or otherwise), other than loans,
       advances, capital contributions, investments, payments, discharges or
       satisfactions incurred or committed to in the ordinary course of business
       consistent with past practice or (z) create, incur, assume or suffer to
       exist any indebtedness, issuance of debt securities, guarantees, Security
       Interests, loans or advances not in existence as of the date of this
       Agreement;

           (ix) none of Acquiror and its Subsidiaries will make any change in
       employment terms for any of its directors, officers and employees other
       than (A) customary increases to employees whose total annual cash
       compensation is less than $120,000 awarded in the ordinary course of
       business consistent with past practices, and (B) customary employee
       bonuses (including to employees who are officers) approved by the
       Acquiror Board and paid in the ordinary course of business consistent
       with past practices and (C) immaterial changes to Acquiror Benefit Plans;

           (x) except as disclosed in the Acquiror Reports filed prior to the
       date of this Agreement, Acquiror will not change its methods of
       accounting in effect at December 31, 1999 in a manner materially
       affecting the consolidated assets, liabilities or results of operations
       of Acquiror, except as required by changes in GAAP as concurred in by
       Acquiror's independent auditors, and Acquiror will not (i) change its
       fiscal year or (ii) make any material tax election, other than in the
       ordinary course of business consistent with past practice;

                                       28

           (xi) none of Acquiror and its Subsidiaries shall take any action or
       fail to take any action which would result in any of the representations
       and warranties set forth in Section3 hereof failing to be true and
       correct;

           (xii) none of Acquiror and its Subsidiaries shall defer expenses, but
       rather shall incur expenses in the ordinary course of business; and

           (xiii) none of Acquiror and its Subsidiaries will resolve or commit
       to any of the foregoing.

        In the event Acquiror shall request Company to consent in writing to an
    action otherwise prohibited by this Section5(d), Company shall use
    reasonable efforts to respond in a prompt and timely fashion (but in no
    event later than ten (10) business days following such request); Company's
    consent shall not unreasonably be withheld.

        (e)  OPERATION OF COMPANY'S BUSINESS.  Except as set forth in
    Section5(e) of the Company Disclosure Letter or as otherwise contemplated by
    this Agreement, Company will not (and will not cause or permit any of its
    Subsidiaries to), without the written consent of Acquiror, take any action
    or enter into any transaction other than in the ordinary course of business
    consistent with past practice or according to a forecast previously
    delivered to Acquiror and agreed to by Acquiror (the "Company Forecast").
    Without limiting the generality of the foregoing, except as expressly
    provided in this Agreement or Section5(e) of the Company Disclosure Letter,
    without the written consent of Acquiror:

           (i) none of Company and its Subsidiaries will authorize or effect any
       change in its charter or by-laws or comparable organizational document;

           (ii) none of Company and its Subsidiaries will grant any Stock Rights
       or issue, sell, authorize or otherwise dispose of any of its capital
       stock, (x) except upon the conversion or exercise of Stock Rights
       outstanding as of the date of this Agreement and (y) except for stock
       options issued to employees of Company and its Subsidiaries in a manner
       consistent with past practice which (I) do not provide for the issuance
       of more than 150,000 Company Shares in any calendar quarter, (II) are
       issued only to new employees and employees promoted after the date
       hereof, (III) are issued at not less than the market price of the Company
       Shares on the date of grant as determined in accordance with the plan
       pursuant to which such options are issued, (IV) are not issued to any
       executive officer or director of Company and (V) do not provide for
       accelerated vesting as a result of the Merger;

           (iii) none of Company and its Subsidiaries will sell, lease, encumber
       or otherwise dispose of, or otherwise agree to sell or otherwise dispose
       of, any of its assets which are material, individually or in the
       aggregate, to Company and its Subsidiaries taken as a whole except in the
       ordinary course of business consistent with past practice or according to
       the Company Forecast; PROVIDED, that, notwithstanding anything to the
       contrary contained in this Agreement, any Shares constituting Company
       Outstanding Shares not issued on the date hereof may be issued by Company
       prior to the Effective Time;

           (iv) none of Company and its Subsidiaries (other than wholly owned
       Subsidiaries) will declare, set aside or pay any dividend or distribution
       with respect to its capital stock (whether in cash or in kind);

           (v) none of Company and its Subsidiaries will split, combine or
       reclassify any of its capital stock or redeem, repurchase or otherwise
       acquire any of its capital stock;

           (vi) none of Company and its Subsidiaries will acquire or agree to
       acquire by merger or consolidation with, or by purchasing a substantial
       equity interest in or a substantial portion of the assets of, or by any
       other manner, any business of any Person or division thereof or

                                       29

       otherwise acquire or agree to acquire any substantial assets in a single
       transaction or series of related transactions;

           (vii) none of Company or its Subsidiaries will incur or commit to any
       capital expenditures other than capital expenditures incurred or
       committed to in the ordinary course of business consistent with past
       practice or in accordance with the Company Forecast;

           (viii) none of Company or its Subsidiaries will (A) make any loans,
       advances or capital contributions to, or investments in, any other
       Person, other than by Company or a Subsidiary of Company to or in Company
       or any wholly-owned Subsidiary of Company; (B) pay, discharge or satisfy
       any claims, liabilities or obligations (absolute, accrued, asserted or
       unasserted, contingent or otherwise), other than loans, advances, capital
       contributions, investments, payments, discharges or satisfactions
       incurred or committed to in the ordinary course of business consistent
       with past practice or in accordance with the Company Forecast; or
       (C) create, incur, assume or suffer to exist any indebtedness, issuance
       of debt securities, guarantees, Security Interests, loans or advances not
       in existence as of the date of this Agreement except pursuant to the
       credit facilities, indentures and other arrangements in existence on the
       date of this Agreement and incurred in the ordinary course of business
       consistent with past practice or in accordance with the Company Forecast,
       and any other indebtedness existing on the date of this Agreement, in
       each case as such credit facilities, indentures, other arrangements and
       other existing indebtedness may be amended, extended, exchanged,
       modified, refunded, renewed or refinanced after the date of this
       Agreement, but only if the aggregate principal amount thereof is not
       increased thereby, the term thereof is not extended thereby and the other
       terms and conditions thereof, taken as a whole, are not less advantageous
       to Company and its Subsidiaries than those in existence as of the date of
       this Agreement;

           (ix) none of Company and its Subsidiaries will make any change in
       employment terms for any of its directors, officers and employees other
       than (A) customary increases to employees whose total annual cash
       compensation is less than $150,000 awarded in the ordinary course of
       business consistent with past practices, and (B) customary employee
       bonuses (including to employees who are officers) approved by the Company
       Board and paid in the ordinary course of business consistent with past
       practices and (C) immaterial changes to Company Benefit Plans;

           (x) Company will not change its methods of accounting in effect at
       December 31, 1999 in a manner materially affecting the consolidated
       assets, liabilities or operating results of Company, except as required
       by changes in GAAP as concurred in by Company's independent auditors, and
       Company will not (i) change its fiscal year or (ii) make any material tax
       election, other than in the ordinary course of business consistent with
       past practice;

           (xi) none of the Company or its Subsidiaries shall take any action or
       fail to take any action which would result in any of the representations
       and warranties set forth in Section 4 hereof failing to be true and
       correct; and

           (xii) none of Company and its Subsidiaries will resolve or commit to
       any of the foregoing.

        In the event Company shall request Acquiror to consent in writing to an
    action otherwise prohibited by this Section 5(e), Acquiror shall use
    reasonable efforts to respond in a prompt and timely fashion (but in no
    event later than ten (10) business days following such request); Acquiror's
    consent shall not unreasonably be withheld.

        (f)  ACCESS.  Each of Acquiror and Company will (and will cause each of
    its Subsidiaries to) permit representatives of the other party to have
    access at all reasonable times and in a manner so as not to materially
    interfere with the normal business operations of such party and its
    Subsidiaries

                                       30

    to all premises, properties, personnel, books, records (including without
    limitation tax and financial records), contracts and documents of or
    pertaining to such party, subject to any confidentiality obligations of such
    party to any third party. Each party and all of its respective
    representatives will treat and hold as such any Confidential Information it
    receives from the other party or any of its representatives in accordance
    with the Confidentiality Agreement.

        (g)  NOTICE OF DEVELOPMENTS.  Each of Acquiror and Company will give
    prompt written notice to the other of any material adverse development
    causing a breach of any of its own representations and warranties in
    Section3 and Section4 above. No disclosure by any party pursuant to this
    Section5(g), however, shall be deemed to amend or supplement the Acquiror
    Disclosure Letter or the Company Disclosure Letter or to prevent or cure any
    misrepresentation, breach of warranty or breach of covenant.

        (h)  ACQUIROR EXCLUSIVITY.

           (i) Acquiror shall, and shall cause its Subsidiaries and
       Representatives to, immediately cease and terminate any existing
       solicitation, initiation, encouragement, activity, discussion or
       negotiation with any Persons conducted heretofore by Acquiror, its
       Subsidiaries or any of their respective Affiliates, officers, directors,
       employees, financial advisors, agents or representatives (each a
       "Representative") with respect to any proposed, potential or contemplated
       Acquiror Acquisition Proposal.

           (ii) From and after the date hereof, without the prior written
       consent of Company, Acquiror will not, and will not authorize or permit
       any of its Subsidiaries to, and shall cause any and all of its
       Representatives not to, directly or indirectly, (A) solicit, initiate, or
       encourage (including by way of furnishing information), or take any other
       action designed to facilitate, any inquiries or proposals that
       constitute, or could reasonably be expected to lead to, an Acquiror
       Acquisition Proposal, (B) engage in negotiations or discussions with any
       third party concerning, or provide any non-public information to any
       Person or entity relating to, an Acquiror Acquisition Proposal,
       (C) enter into any letter of intent, agreement in principle or any
       acquisition agreement or other similar agreement with respect to any
       Acquiror Acquisition Proposal (each, an "Acquiror Acquisition Agreement")
       or (D) make or authorize any statement, recommendation or solicitation in
       support of any Acquiror Acquisition Proposal. If and only to the extent
       that (v) the Acquiror Special Meeting shall not have occurred, (w) the
       Acquiror Board determines in good faith, based upon the advice of outside
       counsel, that it is necessary to do so in order to act in a manner
       consistent with its fiduciary duties to the Acquiror Shareholders under
       applicable law, (x) the Acquiror Board concludes in good faith that such
       Acquiror Acquisition Proposal constitutes a Superior Proposal (as defined
       below), (y) such Acquiror Acquisition Proposal was not solicited by it
       and did not otherwise result from a breach of this Section5(h), and
       (z) Acquiror provides prior written notice to Company of its decision to
       take such action (specifying in such notice the material terms and
       conditions of such Superior Proposal and identifying the Person making
       such Superior Proposal), Acquiror shall be permitted to (1) furnish
       information with respect to Acquiror and any of its Subsidiaries to such
       Person pursuant to a customary confidentiality agreement,
       (2) participate in discussions and negotiations with such Person,
       (3) subject to first paying all amounts due to Company pursuant to
       Section7(b) hereof, terminate this agreement in accordance with
       Section7(a)(v) hereof and enter into an Acquiror Acquisition Agreement
       and (4) effect a Change in the Acquiror Recommendation; PROVIDED, that at
       least three business days prior to taking any actions set forth in
       clause (3) or (4) above, the Acquiror Board provides Company written
       notice advising Company that the Acquiror Board is prepared to conclude
       that such Acquiror Acquisition Proposal constitutes a Superior Proposal
       and during such three business day period Acquiror and its
       Representatives shall have negotiated in good faith with Company to make
       adjustments in the terms and conditions of this Agreement such that such
       Acquiror

                                       31

       Acquisition Proposal would no longer constitute a Superior Proposal and
       following such negotiations, the Acquiror Board concludes in good faith
       that such Acquiror Acquisition Proposal is reasonably likely to result in
       a Superior Proposal.

           (iii) For purposes of this Agreement, a "Superior Proposal" means any
       proposal made by a third party (including any Acquiror Acquisition
       Proposal made by a Person referenced in Section5(h)(i) hereof) (A) to
       acquire, directly or indirectly, including pursuant to a tender offer,
       exchange offer, merger, consolidation, business combination,
       recapitalization, liquidation, sale, lease, exchange, transfer or other
       disposition (including a contribution to a joint venture), dissolution or
       similar transaction, for consideration consisting of cash and/or
       securities, 100% of the shares of Acquiror's capital stock or 100% of the
       net revenues, net income or assets of Acquiror and its Subsidiaries,
       taken as a whole and (B) which is otherwise on terms which the Acquiror
       Board determines in its good faith judgment (based upon the advice of a
       financial advisor of nationally recognized reputation and outside
       counsel), taking into account, among other things, all legal, financial,
       regulatory and other aspects of the proposal and the Person making the
       proposal, that the proposal, (i) if consummated would result in a
       transaction that is more favorable to the Acquiror Shareholders from a
       financial point of view than the Merger and the other transactions
       contemplated hereby and (ii) is reasonably capable of being completed,
       including to the extent required, financing which is then committed or
       which, in the good faith judgment of the Acquiror Board, is reasonably
       capable of being obtained by such third party.

           (iv) Except as expressly permitted by this Section5(h), the Acquiror
       Board may not withdraw or modify, or propose to withdraw or modify, in a
       manner adverse to Company, the Acquiror Recommendation (collectively, a
       "Change in the Acquiror Recommendation").

           (v) In addition to the obligations of Acquiror set forth in
       paragraphs (i), (ii), (iv) and (v) of this Section5(h), Acquiror shall
       immediately advise Company orally and in writing of any request for
       information or of any Acquiror Acquisition Proposal, the material terms
       and conditions of such request or Acquiror Acquisition Proposal and the
       identity of the Person making such request or Acquiror Acquisition
       Proposal. Acquiror will keep Company informed of the status and details
       (including amendments or proposed amendments) of any such request or
       Acquiror Acquisition Proposal.

           (vi) Nothing contained in this Section 5(h) shall prohibit Acquiror
       from taking and disclosing to its shareholders a position contemplated by
       Rule 14e-2(a) promulgated under the Exchange Act or from making any
       disclosure if, in the good faith judgment of the Acquiror Board, after
       consultation with outside counsel, failure so to disclose would be
       inconsistent with its obligations under applicable law; PROVIDED,
       HOWEVER, any such disclosure relating to an Acquiror Acquisition Proposal
       shall be deemed to be a Change in the Acquiror Recommendation unless the
       Acquiror Board reaffirms the Acquiror Recommendation in such disclosure.

        (i)  COMPANY EXCLUSIVITY.

           (i) Company shall, and shall cause its Subsidiaries and
       Representatives to, immediately cease and terminate any existing
       solicitation, initiation, encouragement, activity, discussion or
       negotiation with any Persons conducted heretofore by Company, its
       Subsidiaries or any of its Representatives with respect to any proposed,
       potential or contemplated Company Acquisition Proposal.

           (ii) Without the prior written consent of Acquiror, Company will not
       authorize or permit any of its Subsidiaries to, and shall cause any and
       all of its Representatives not to, directly or indirectly, (A) solicit,
       initiate, or encourage any inquiries or proposals that constitute, or
       could

                                       32

       reasonably be expected to lead to, a Company Acquisition Proposal, or
       (B) engage in negotiations or discussions with any third party
       concerning, or provide any nonpublic information to any Person or entity
       relating to, a Company Acquisition Proposal, or (C) enter into any letter
       of intent, agreement in principle or any acquisition agreement or other
       similar agreement with respect to any Company Acquisition Proposal.

        (j)  INSURANCE AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

           (i) Acquiror will provide each individual who served as a director or
       officer of Acquiror or Company at any time prior to the Effective Time
       with liability insurance for a period of six years after the Effective
       Time no less favorable in coverage and amount than any applicable
       insurance of Acquiror or Company, as the case may be, in effect
       immediately prior to the Effective Time; PROVIDED, HOWEVER, that if the
       existing liability insurance expires, or is terminated or canceled by the
       insurance carrier during such six-year period, Acquiror will use its
       reasonable best efforts to obtain comparable insurance for the remainder
       of such period on a commercially reasonable basis; PROVIDED FURTHER,
       however, that in the event any claim or claims are asserted within such
       period, all rights to indemnification in respect of such claim or claims
       shall continue until the final disposition thereof;

           (ii) After the Effective Time, Acquiror (A) will not take or permit
       to be taken any action to alter or impair any exculpatory or
       indemnification provisions now existing in the charter, by-laws or
       indemnification and employment agreements of Acquiror, Company or any of
       their respective Subsidiaries for the benefit of any individual who
       served as a director or officer of Acquiror, Company or any of their
       respective Subsidiaries (an "Indemnitee") at any time prior to the
       Effective Time (except as may be required by applicable law), and
       (B) shall, and shall cause the Surviving Corporation to, honor and
       fulfill such provisions until the date which is six years from the
       Effective Time (except as may be required by applicable law); PROVIDED,
       HOWEVER, that in the event any claim or claims are asserted within such
       period, all rights to indemnification in respect of such claim or claims
       shall continue until the final disposition thereof.

        (k)  FINANCIAL STATEMENTS.

           (i) As soon as they are made available to and reviewed by senior
       management of Acquiror, Acquiror shall make available to Company the
       internally generated monthly and quarterly condensed financial statements
       of Acquiror, consisting of consolidated balance sheets, and consolidated
       statements of operations and of cash flows.

           (ii) As soon as they are made available to and reviewed by senior
       management of Company, Company shall make available to Acquiror the
       internally generated monthly and quarterly condensed financial
       statements, consisting of consolidated balance sheets, and consolidated
       statements of operations and of cash flows.

           (iii) As soon as they are made available to Acquiror, Acquiror shall
       make available to Company Acquiror's audited financial statements to be
       included in the Acquiror 10-K for the fiscal year ended December 31, 2000
       (the "Acquiror Audited Financial Statements").

           (iv) As soon as they are made available to Company, Company shall
       make available to Acquiror Company's consolidated balance sheets as at
       December 31, 1999 and 2000 and its consolidated statements of operations,
       cash flows and stockholders' equity for the years ended December 31, 1999
       and 2000, audited and reported on by KPMG Peat Marwick (the "Company
       Audited Financial Statements").

        (l)  RULE 145 AFFILIATES.  Prior to the Closing Date, Company shall
    deliver to Acquiror a letter identifying all Persons who were, at the date
    of the Company Special Meeting, "affiliates" of

                                       33

    Company for purposes of Rule 145 under the Securities Act. Company shall use
    its reasonable efforts to cause each of its affiliates for purposes of
    Rule 145 to deliver to Acquiror on or prior to the Closing Date a written
    agreement substantially in the form attached as Exhibit E.

        (m)  NASDAQ LISTING.  Acquiror and Company shall use all reasonable
    efforts to cause the Shares to be issued in connection with the Merger and
    issuable under any Stock Rights of Company to be approved for listing on the
    Nasdaq Small Cap Market, subject to official notice of issuance, prior to
    the Closing Date.

        (n)  TAX FREE TREATMENT.  Acquiror and Company intend (i) the Merger to
    qualify as a reorganization under Section 368(a) of the Code and (ii) the
    transactions contemplated by this Agreement not to constitute a taxable
    event and not have any adverse tax consequences to any holders of Company
    Capital Stock under Canadian, Dutch or Israeli law. Each party shall use
    reasonable efforts, and shall undertake reasonable efforts to cause its
    Affiliates to use reasonable efforts, to (i) cause the Merger to so qualify
    and(ii) cause the transactions contemplated by this Agreement not to
    constitute a taxable event under, and not have any such adverse tax
    consequences under, Canadian, Dutch or Israeli law; PROVIDED, HOWEVER, that
    neither party shall be required to take any material action, the result of
    which would alter any of the material provisions of, or otherwise be
    inconsistent with any of the material terms of, this Agreement or the
    consummation of the transactions contemplated hereby, or would otherwise
    change any material attribute or term of the transaction.

        (o)  STOCK PLANS.

           (i) At the Effective Time, (A) Acquiror shall assume and become the
       sponsor of the Company Option Plan(s) (the "Assumed Option Plan(s)"),
       (B) the names of the Assumed Option Plan(s) shall be changed to reflect
       the Acquiror name and (C) each outstanding option to purchase Company
       Shares (a "Company Stock Option") under the Company Option Plan(s),
       whether vested or unvested, shall be converted into an option (an
       "Acquiror Stock Option") to purchase a number of Shares equal to the
       product obtained by multiplying (x) the number of Company Shares subject
       to such Company Stock Option by (y) the Exchange Ratio, rounding down to
       the nearest whole share, at an exercise price per Share equal to the
       quotient obtained by dividing (1) the per-share exercise price of such
       Company Stock Option by (2) the Exchange Ratio, rounding up to the
       nearest full cent. The Acquiror Stock Options shall continue to be
       subject to their original terms and conditions as set forth in the
       applicable Assumed Option Plan and the original option agreement,
       including but not limited to the vesting conditions set forth therein.
       Notwithstanding the foregoing, each Company Stock Option that is intended
       to be an "incentive stock option" within the meaning of Section 422 of
       the Code shall be converted in such a way as will comply with
       Section 424 of the Code.

           (ii) As soon as practicable after the Effective Time, Acquiror shall
       deliver to the participants in the Company Option Plan(s) an appropriate
       notice setting forth such participants' rights pursuant thereto and the
       grants pursuant to Company Option Plan(s) shall continue in effect on the
       same terms and conditions, except as set forth above.

           (iii) Acquiror shall take all corporate action necessary at or prior
       to the Effective Time to reserve for issuance a sufficient number of
       Shares for delivery under the Assumed Option Plan(s).

           (iv) Acquiror shall file a registration statement on Form S-8 (or any
       successor form) or another appropriate form, and use its reasonable best
       efforts to cause such Form S-8 to become effective at or as soon as
       practicable after the Effective Time, with respect to Shares subject to
       employee stock options included in the Assumed Option Plans and shall use
       reasonable efforts to maintain the effectiveness of such registration
       statement or registration

                                       34

       statements (and maintain the current status of the prospectus or
       prospectuses contained therein) for so long as such options remain
       outstanding. Acquiror shall promptly take any action required to be taken
       under state securities or blue sky laws in connection with the issuance
       of Shares in connection with employee options included in the Assumed
       Option Plans.

           (v) To the extent necessary or appropriate, the Assumed Option Plans
       shall be amended so as to comply with Rule 16b-3 promulgated under the
       Securities Exchange Act.

        (p)  ACQUIROR BOARD.  Immediately prior to the Effective Time, the
    number of members of the Acquiror Board shall be fixed at nine, three
    members of the Acquiror Board shall resign and Elliot Noss, Stanley Stern,
    Beny Steinmetz, Bob Young, Dennis Bennie, Eriz Gissen and Lee Feldman or
    such other persons designated by Company prior to the Effective Time shall
    be appointed to fill the vacancies so created. The two Continuing Directors
    shall be two of the following four individuals: Van Morris, Brian Segal,
    Howard Morgan and Lloyd Morrisett.

        (q)  REGISTRATION RIGHTS.  At or prior to the Effective Time, Acquiror
    shall enter into registration rights agreements with the Company
    Stockholders listed on Exhibit F hereto granting such Company Stockholders
    registration rights with respect to the Shares acquired by such Company
    Stockholders pursuant to this Agreement on terms no less favorable to such
    Company Stockholders than the registration rights such stockholders have at
    the date hereof with respect to shares of capital stock of Company.

        (q)  SOLICITATION OF PROXIES.  Acquiror shall use its best efforts to
    solicit from the Acquiror Shareholders proxies in favor of the Certificate
    Amendment and the issuance of the Shares in the Merger and to secure the
    vote or consent of the Acquiror Stockholders in favor of the Certificate
    Amendment and such issuance. Company shall use its best efforts to solicit
    from the Company Stockholders proxies in favor of the adoption and approval
    of the Merger required by the DGCL.

        (r)  COMPANY LOAN.  Within 30 days of execution of this Agreement,
    Acquiror will make available to Company a loan in the original principal
    amount of $1,300,000 upon Company's execution of and compliance with the
    terms of the promissory note (the "Note") and security agreement attached
    hereto as Exhibit G.

        (s)  ACQUIROR OUTSTANDING SHARES.  At the Effective Time, the number of
    Shares outstanding shall be equal to 12,574,406, increased only to the
    extent of the exercise of any Acquiror Stock Options outstanding as of the
    date hereof and the warrants and restricted stock program specifically set
    forth in Section3(b) of the Acquiror Disclosure Letter.

        (t)  COMPANY OUTSTANDING SHARES.  At the Effective Time, the Company
    Outstanding Shares shall consist of (i) 3,000,000 Company Shares issued and
    outstanding as of the date hereof, (ii) 28,677,402 Company Shares issuable
    upon the conversion of all of the Company Preferred Shares issued and
    outstanding as of the date hereof, (iii) 474,683 Company Shares to be issued
    to the former owners of Eklektix Inc. pursuant to a stock purchase
    agreement, dated as of April 4, 2000, (iv) 25,329 Company Shares to be
    issued to Company Employees pursuant to the exercise of Company Stock
    Options prior to the date hereof (v) 3,953,609 Company Shares to be issued
    to certain holders of Company Shares and Company Preferred Shares pursuant
    to subscription agreements executed prior to the date hereof and (vi) any
    shares issued upon exercise of Company Stock Options pursuant to Company
    Option Plan(s) after the date hereof.

        (u)  EMPLOYEE BENEFITS INFORMATION.  As soon as practicable after the
    date hereof, each of Acquiror and Company will deliver to the other, with
    respect to each Acquiror Benefit Plan or Company Benefit Plan, as the case
    may be, true and complete copies of all summary plan descriptions and
    summaries of material modifications, the most recent IRS determination
    letters, the two most recently filed Forms 5500 and related reports, any
    trust agreements and insurance

                                       35

    contracts, and any material communications with Acquiror Employees or
    Company Employees, as the case may be, with respect to each such Acquiror
    Benefit Plan or Company Benefit Plan, as the case may be.

        (v)  TAX MATTERS.  The parties hereto shall, and shall cause their
    Affiliates to, cooperate in good faith with respect to tax matters,
    including making personnel available and providing copies of requested tax
    related information. Acquiror shall undertake any restructuring steps
    (including forming new entities, liquidating existing entities, and
    incorporating existing entities) that are reasonably requested by Company to
    the extent such steps would not adversely affect Acquiror.

    6.  CONDITIONS TO OBLIGATIONS TO CLOSE.

        (a)  CONDITIONS TO OBLIGATION OF COMPANY.  The obligation of Company to
    consummate the Merger is subject to satisfaction or waiver by Company of the
    following conditions at or prior to the Closing Date:

           (i) The Requisite Stockholder Approvals shall have been obtained.

           (ii) Acquiror and its Subsidiaries shall have obtained the Required
       Acquiror Consents, other than those Required Acquiror Consents the
       failure of which to obtain would not reasonably be expected to have an
       Acquiror Material Adverse Effect, and Company and its Subsidiaries shall
       have obtained the Required Company Consents, other than those Required
       Company Consents the failure of which to obtain would not reasonably be
       expected to have a Company Material Adverse Effect. All filings under the
       Hart-Scott-Rodino Act, if any are required, shall have been made and all
       waiting periods shall have expired.

           (iii) The representations and warranties set forth in Section3 above
       shall be true and correct in all material respects as of the date hereof
       and at and as of the Closing Date, except for those representations and
       warranties which address matters only as of a particular date (which
       shall have been true and correct as of such date).

           (iv) Acquiror shall have performed and complied with all of its
       covenants hereunder in all material respects through the Closing.

           (v) Neither any statute, rule, regulation, order, stipulation or
       injunction (each an "Order") shall be enacted, promulgated, entered,
       enforced or deemed applicable to the Merger nor any other action shall
       have been taken by any Government Entity which: (A) prohibits the
       consummation of the transactions contemplated by the Merger;
       (B) prohibits the ownership or operation by Acquiror or the Surviving
       Corporation of all or any material portion of the business or assets of
       Company, or which compels Acquiror or the Surviving Corporation to
       dispose of or hold separate all or any material portion of Company's
       business or assets as a result of the transactions contemplated by the
       Merger; (C) makes the Merger illegal; or (D) imposes material limitations
       on the ability of the parties to consummate the Merger.

           (vi) Acquiror shall have delivered to Company a certificate of its
       Chief Executive Officer and Chief Financial Officer to the effect that
       each of the conditions specified above in
       Section6(a)(i)-Section6(a)(iv) is satisfied in all respects; PROVIDED,
       HOWEVER, with respect to Section6(a)(i), Acquiror shall only be required
       to certify that the Requisite Stockholder Approval of the Acquiror
       Shareholders has been obtained.

           (vii) There shall not have occurred any event, occurrence or change
       that has had an Acquiror Material Adverse Effect.

           (viii) The Registration Statement shall have been declared effective
       by the SEC under the Securities Act, and no stop order suspending the
       effectiveness of the Registration Statement

                                       36

       shall have been issued by the SEC and no proceedings for that purpose
       shall have been initiated or threatened by the SEC.

           (ix) Company shall have received an opinion of Skadden, Arps, Slate,
       Meagher & Flom LLP dated as of the Closing Date to the effect that the
       Merger will qualify as a tax free reorganization under Section 368(a) of
       the Code, and for purposes of rendering such opinion, Skadden, Arps,
       Slate, Meagher & Flom LLP shall have received properly executed tax
       representations from Company, Acquiror and Sub in a form satisfactory to
       Skadden, Arps, Slate, Meagher & Flom LLP.

           (x) Acquiror shall have entered into the Stockholders Agreement in
       substantially the form of Exhibit B hereto.

        (b)  CONDITIONS TO OBLIGATION OF ACQUIROR.  The obligation of Acquiror
    to consummate the Merger is subject to satisfaction or waiver by Acquiror of
    the following conditions at or prior to the Closing Date:

           (i) The Requisite Stockholder Approvals shall have been obtained.

           (ii) Acquiror and its Subsidiaries shall have obtained the Required
       Acquiror Consents, other than those Required Acquiror Consents the
       failure of which to obtain would not reasonably be expected to have an
       Acquiror Material Adverse Effect, and Company and its Subsidiaries shall
       have obtained the Required Company Consents other than those Required
       Company Consents the failure of which to obtain would not reasonably be
       expected to have a Company Material Adverse Effect. All filings under the
       Hart-Scott-Rodino Act, if any are required, shall have been made and all
       waiting periods shall have expired.

           (iii) The representations and warranties set forth in Section4 above
       shall be true and correct in all material respects as of the date hereof
       and at and as of the Closing Date, except for those representations and
       warranties which address matters only as of a particular date (which
       shall have been true and correct as of such date).

           (iv) Company shall have performed and complied with all of its
       covenants hereunder in all material respects through the Closing.

           (v) Neither any Order shall be enacted, promulgated, entered,
       enforced or deemed applicable to the Merger nor any other action shall
       have been taken by any Government Entity (A) prohibits the consummation
       of the transactions contemplated by the Merger; (B) prohibits the
       ownership or operation by Acquiror or the Surviving Corporation of all or
       any material portion of the business or assets of Company, or which
       compels Acquiror or the Surviving Corporation to dispose of or hold
       separate all or any material portion of Company's business or assets as a
       result of the transactions contemplated by the Merger; (C) makes the
       Merger illegal; or (D) imposes material limitations on the ability of the
       parties to consummate the Merger.

           (vi) Company shall have delivered to Acquiror a certificate of its
       Chief Executive Officer and Chief Financial Officer to the effect that
       each of the conditions specified above in Section6(b)(i)-(iv) is
       satisfied in all respects; PROVIDED, HOWEVER, with respect to
       Section6(b)(i), Company shall only be required to certify that the
       Requisite Stockholder Approval of the Company Stockholders has been
       obtained.

           (vii) There shall be no Dissenting Holders other than holders of up
       to an aggregate of 150,000 Company Shares.

           (viii) There shall not have occurred any event, occurrence of change
       that has had a Company Material Adverse Effect.

                                       37

           (ix) All of Company's outstanding Stock Rights shall have been
       converted or exercised other than Company Stock Options.

           (x) The Registration Statement shall have been declared effective by
       the SEC under the Securities Act, and no stop order suspending the
       effectiveness of the Registration Statement shall have been issued by the
       SEC and no proceedings for that purpose shall have been initiated or
       threatened by the SEC.

           (xi) All Company Preferred Shares shall have been converted into
       Company Shares.

           (xii) The agreements listed on Section6(b)(xi) of the Company
       Disclosure Letter shall have been terminated or modified in the manner
       set forth on Section6(b)(xi) of the Company Disclosure Letter.

    7.  TERMINATION.

        (a)  TERMINATION OF AGREEMENT.  Acquiror and Company may terminate this
    Agreement with the prior authorization of their respective board of
    directors as provided below:

           (i) Acquiror and Company may terminate this Agreement, and the Merger
       may be abandoned, by mutual written consent at any time prior to the
       Effective Time before or after the Requisite Stockholder Approvals have
       been obtained;

           (ii) This Agreement may be terminated, and the Merger may be
       abandoned, by action of the Board of Directors of either Acquiror or
       Company, before or after the Requisite Stockholder Approvals have been
       obtained, (A) if the Effective Time shall not have occurred by
       August 31, 2001 (the "Outside Date") (unless the failure to consummate
       the Mergers by such date (x) is due to the action or failure to act of
       the party seeking to terminate, (y) is the result of delays in
       effectiveness of the Registration Statement on account of delays in SEC
       review or delays in obtaining other regulatory approvals or (z) in the
       case of Acquiror, is due to a delay by Acquiror in filing the Joint Proxy
       Statement/Prospectus and such delay was not the result of a failure of
       Company to supply Acquiror with required information to complete and file
       the Joint Proxy Statement/Prospectus) or (B) if any condition to the
       obligation of the terminating party to consummate the Merger shall have
       become incapable of being satisfied prior to the Outside Date as of a
       result of an Order that is final and non-appealable;

           (iii) This Agreement may be terminated, and the Merger may be
       abandoned at any time prior to the Effective Time, before or after the
       Requisite Stockholder Approvals have been obtained, by action of the
       Acquiror Board, in the event that Company shall have breached any of its
       representations, warranties or covenants under this Agreement which
       breach (A) would give rise to the failure of a condition set forth in
       Section6(b) above, and (B) cannot be or has not been cured within
       30 days after the giving of written notice by Acquiror to Company of such
       breach;

           (iv) This Agreement may be terminated, and the Merger may be
       abandoned at any time prior to the Effective Time, before or after the
       Requisite Stockholder Approvals have been obtained, by action of the
       Company Board, in the event that Acquiror shall have breached any of its
       representations, warranties or covenants under this Agreement which
       breach (A) would give rise to the failure of a condition set forth in
       Section6(a) above, and (B) cannot be or has not been cured within
       30 days after the giving of written notice by Company to Acquiror of such
       breach;

           (v) This Agreement may be terminated by Acquiror, and the Merger may
       be abandoned if the Acquiror Board has received a Superior Proposal;
       PROVIDED, that in order for the termination of this Agreement pursuant to
       this Section 7(a)(v) to be deemed effective, Acquiror shall have first
       complied with all provisions of Section5(h)(ii), including the notice
       provisions

                                       38

       therein, and with applicable requirements, including the payment of the
       fee referred to in Section7(b)(v);

           (vi) Either Acquiror or Company may terminate this Agreement, and the
       Merger may be abandoned, by giving written notice to the other at any
       time after the Acquiror Special Meeting in the event that the Requisite
       Stockholder Approval of the Acquiror Shareholders is not obtained at the
       Acquiror Special Meeting;

           (vii) This Agreement may be terminated by Company, and the Merger may
       be abandoned, if Acquiror shall have failed to make the Acquiror
       Recommendation in the Joint Proxy Statement/Prospectus or effected a
       Change in the Acquiror Recommendation (or resolved to take any such
       action), whether or not permitted by the terms hereof, or shall have
       breached its obligations under this Agreement by reason of a failure to
       call or convene the Acquiror Special Meeting in accordance with
       Section5(c)(ii).

           (viii) This Agreement may be terminated by Acquiror, and the Merger
       may be abandoned at any time during the five day period following the
       delivery of the Company Audited Financial Statements to Acquiror, if the
       Company Audited Financial Statements differ in any material respect from
       the Company Draft Financial Statements; and

           (ix) This Agreement may be terminated by Company, and the Merger may
       be abandoned at any time prior to the Effective Time, during the five day
       period following the delivery of the Acquiror Audited Financial
       Statements to Company, if the Acquiror Audited Financial Statements
       differ in any material respect from the Acquiror Draft Financial
       Statements.

        (b)  EFFECT OF TERMINATION.

           (i) Except as provided in Section7(b)(ii), if any party terminates
       this Agreement pursuant to Section7(a) above, all rights and obligations
       of the parties hereunder shall terminate without any liability of any
       party to any other party (except for any liability of any party then in
       breach); provided, however, that the provisions of the Confidentiality
       Agreement and this Section7(b) shall survive any such termination.

           (ii) In the event that this Agreement is terminated by Company
       pursuant to Section7(a)(vii), then, within 60 days of such termination,
       Acquiror shall pay Company a fee equal to $1,300,000 by wire transfer of
       same day funds.

           (iii) In the event that (A) a Pre-Termination Acquisition Proposal
       Event (as defined below) shall occur after the date of this Agreement and
       thereafter this Agreement is terminated by either Acquiror or Company
       pursuant to Section 7(a)(ii) and (B) prior to the date that is nine
       months after the date of such termination Acquiror enters into an
       Acquiror Acquisition Agreement with respect to such Pre-Termination
       Acquisition Proposal, then Acquiror shall promptly, but in no event later
       than two business days after the date such Acquiror Acquisition Agreement
       is entered into, pay Company a fee equal to the lesser of (i) $1,000,000
       plus fees and expenses incurred by Company in connection with this
       Agreement and the transactions contemplated hereby or (ii) $1,300,000 by
       wire transfer of same day funds.

           (iv) In the event that this Agreement is terminated by either
       Acquiror or Company pursuant to Section7(a)(vi), then Acquiror shall not
       later than two business days after such termination, pay Company a fee
       equal to $1,000,000 by wire transfer of the same day funds.

           (v) In the event that this Agreement is terminated by Acquiror
       pursuant to Section7(a)(v), then concurrently with such termination,
       Acquiror shall pay to Company a fee equal to $1,300,000 by wire transfer
       of same day funds.

                                       39

           (vi) For purposes of this Section7(b), a "Pre-Termination Acquisition
       Proposal Event" shall be deemed to occur if an Acquiror Acquisition
       Proposal shall have been made known to Acquiror or any of its
       Subsidiaries or has been made to the Acquiror Shareholders or any Person
       shall have publicly announced an intention (whether or not conditional)
       to make an Acquiror Acquisition Proposal. Acquiror acknowledges that the
       agreements contained in this Section7(b) are an integral part of the
       transactions contemplated by this Agreement, and that, without these
       agreements, Company would not enter into this Agreement; accordingly, if
       Acquiror fails promptly to pay the amount due pursuant to this
       Section7(b), and, in order to obtain such payment, Company commences a
       suit which results in a judgment against Acquiror for the fee set forth
       in this Section7(b), Acquiror shall pay Company its costs and expenses
       (including attorneys' fees and expenses) in connection with such suit,
       together with interest on the amount of the fee at the rate on six-month
       U.S. Treasury obligations plus 300 basis points in effect on the date
       such payment was required to be made.

           (vii) Payment of any amount pursuant to this Section7(b) shall be
       full compensation and liquidated damages for the loss suffered by Company
       as a result of the failure of the transactions contemplated by this
       Agreement to be consummated due to the occurrence of any of the events
       giving rise to such payment, unless there has been a breach of this
       Agreement by Acquiror.

           (viii) Notwithstanding anything in this Section7(b) to the contrary,
       in the event that Acquiror is required to pay, and has paid, any amount
       pursuant to paragraphs (ii), (iii) or (v) of this Section7(b), and the
       fees and expenses incurred by Company in connection with this Agreement
       and the transactions contemplated hereby (as calculated in good faith by
       Company) are less than $300,000, Company shall refund to Acquiror the
       amount by which such fees and expenses are less than $300,000 by wire
       transfer of same day funds.

    8.  MISCELLANEOUS.

        (a)  SURVIVAL.  None of the representations, warranties and covenants of
    the parties (other than the provisions in Section2 concerning payment of the
    Merger Consideration, the provisions in Section5(j), Section5(n) and
    Section5(o)) shall survive the Effective Time.

        (b)  PRESS RELEASES AND PUBLIC ANNOUNCEMENTS.  Neither Acquiror nor
    Company shall issue any press release or make any public announcement
    relating to the subject matter of this Agreement without the prior written
    approval of the other; PROVIDED, HOWEVER, that Acquiror may make any public
    disclosure it believes in good faith is required by applicable law or any
    listing or trading agreement concerning its publicly-traded securities (in
    which case Acquiror will use all reasonable efforts to advise Company prior
    to making the disclosure).

        (c)  NO THIRD-PARTY BENEFICIARIES.  This Agreement shall not confer any
    rights or remedies upon any Person other than the parties and their
    respective successors and permitted assigns; PROVIDED, HOWEVER, that
    (i) the provisions in Section2 above concerning payment of the Merger
    Consideration are intended for the benefit of the Company Stockholders and
    concerning the conversion of the stock options are intended for the benefit
    of the holders of such stock options and (ii) the provisions in Section5(j)
    above concerning insurance and indemnification are intended for the benefit
    of the individuals specified therein and their respective legal
    representatives.

        (c)  ENTIRE AGREEMENT.  This Agreement (together with the
    Confidentiality Agreement and the exhibits hereto) constitutes the entire
    agreement among the parties and supersedes any prior understandings,
    agreements or representations by or among the parties, written or oral, to
    the extent they related in any way to the subject matter hereof.

        (d)  BINDING EFFECT; ASSIGNMENT.  This Agreement shall be binding upon
    and inure to the benefit of the parties and their respective successors and
    permitted assigns. Neither Acquiror nor

                                       40

    Company may assign or delegate either this Agreement or any of its rights,
    interests or obligations hereunder, by operation of law or otherwise,
    without the prior written approval of the other. Any purported assignment or
    delegation without such approval shall be void and of no effect.

        (e)  COUNTERPARTS.  This Agreement may be executed (including by
    facsimile) in one or more counterparts, each of which shall be deemed an
    original but all of which together will constitute one and the same
    instrument.

        (f)  HEADINGS.  The section headings contained in this Agreement are
    inserted for convenience only and shall not affect in any way the meaning or
    interpretation of this Agreement.

        (g)  NOTICES.  All notices, requests, demands, claims and other
    communications hereunder shall be in writing. Any notice, request, demand,
    claim or other communication hereunder shall be deemed duly given if (and
    then two business days after) it is sent by registered or certified mail,
    return receipt requested, postage prepaid, reputable overnight courier and
    addressed to the intended recipient as set forth below:

           If to Acquiror, Sub or the Surviving Corporation:

                     
                        Infonautics, Inc.
                        590 North Gulph Road
                        King of Prussia, PA 19406
                        Attn: President and CEO; Vice President and General Counsel
                        Telephone: 610.971.8840
                        Facsimile: 610.971.8859

                        with a copy to:

                        Morgan, Lewis & Bockius LLP
                        1701 Market Street
                        Philadelphia, PA 19102-2921
                        Attn: Joanne R. Soslow
                        Telephone: 215.963.5000
                        Facsimile: 215.963.5299

            If to Company:

                        Tucows Inc.
                        96 Mowat Avenue
                        Toronto, Ontario M6K 3M1
                        Canada
                        Attn: Elliot Noss and Graham Morris
                        Telephone: 416.535.0123
                        Facsimile: 416.531.5584

                        with a copy to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        4 Times Square
                        New York, NY 10036
                        Attn: David Fox
                        Telephone: 212.735-3000
                        Facsimile: 212.735-2000



        Any party may send any notice, request, demand, claim or other
    communication hereunder to the intended recipient at the address set forth
    above using personal delivery, expedited courier, messenger service,
    facsimile or ordinary mail, but no such notice, request, demand, claim or
    other

                                       41

    communication shall be deemed to have been duly given unless and until it
    actually is received by the intended recipient. Any party may change the
    address to which notices, requests, demands, claims and other communications
    hereunder are to be delivered by giving the other party notice in the manner
    set forth in this Section8(g), provided that no such change of address shall
    be effective until it actually is received by the intended recipient.

        (h)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
    IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
    EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
    STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
    APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
    DELAWARE.

        (i)  AMENDMENTS AND WAIVERS.  Acquiror and Company may mutually amend
    any provision of this Agreement at any time prior to the Effective Time with
    the prior authorization of the Acquiror Board and the Company Board. No
    amendment of any provision of this Agreement shall be valid unless the same
    shall be in writing and signed by Acquiror and Company. No waiver by any
    party of any default, misrepresentation or breach of warranty or covenant
    hereunder, whether intentional or not, shall be deemed to extend to any
    prior or subsequent default, misrepresentation or breach of warranty or
    covenant hereunder or affect in any way any rights arising by virtue of any
    prior or subsequent such occurrence.

        (j)  SEVERABILITY.  Any term or provision of this Agreement that is
    invalid or unenforceable in any situation in any jurisdiction shall not
    affect the validity or enforceability of the remaining terms and provisions
    hereof or the validity or enforceability of the offending term or provision
    in any other situation or in any other jurisdiction.

        (k)  EXPENSES.  Save and except as outlined herein, each of the parties
    will bear its own costs and expenses (including legal fees and expenses)
    incurred in connection with this Agreement and the transactions contemplated
    hereby; provided that, if the Merger is not completed, Acquiror and Company
    shall split equally all printing and filing fees incurred by any party for
    preparation of the Registration Statement and the Joint Proxy
    Statement/Prospectus.

        (l)  CONSTRUCTION.  Acquiror and Company have participated jointly in
    the negotiation and drafting of this Agreement. In the event an ambiguity or
    question of intent or interpretation arises, this Agreement shall be
    construed as if drafted jointly by Acquiror and Company, and no presumption
    or burden of proof shall arise favoring or disfavoring any party by virtue
    of the authorship of any of the provisions of this Agreement. Any reference
    to any federal, state, local or foreign statute or law shall be deemed also
    to refer to all rules and regulations promulgated thereunder, unless the
    context otherwise requires. The word "including" shall mean including
    without limitation. The phrase "business day" shall mean any day other than
    a day on which banks in the Commonwealth of Pennsylvania are required or
    authorized to be closed. Disclosure of any matter in the Acquiror Disclosure
    Letter or the Company Disclosure Letter shall not be deemed an admission
    that such matter is material. All references to dollar amounts or the symbol
    "$" in this Agreement shall mean U.S. dollars unless otherwise specified.

        (m)  INCORPORATION OF EXHIBITS.  The Exhibits identified in this
    Agreement are incorporated herein by reference and made a part hereof.

        (n)  DEFINITION OF KNOWLEDGE.  As used herein, the words "knowledge" or
    "known" shall mean (i) with respect to Acquiror, the actual knowledge of the
    corporate executive officers of Acquiror, in each case after such
    individuals have made due and diligent inquiry as to the matters which are
    the subject of the statements which are "known" by Acquiror or made to the
    "knowledge" of Acquiror, and (ii) with respect to Company, the actual
    knowledge of the corporate executive

                                       42

    officers of Company, in each case after such individuals have made due and
    diligent inquiry as to the matters which are the subject of the statements
    which are "known" by Company or made to the "knowledge" of Company.

        (o)  WAIVER OF JURY TRIAL.  EACH OF ACQUIROR AND COMPANY, AND EACH
    INDEMNIFIED PARTY, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
    PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
    COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
    OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
    HEREBY.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                          INFONAUTICS, INC.
                                          By: /s/ D. VAN R. MORRIS
                                          --------------------------------------
                                          Name: David Van Riper Morris
                                          Title: Chief Executive Officer and
                                          President

                                          TAC ACQUISITION CORP.
                                          By: /s/ D. VAN R. MORRIS
                                          --------------------------------------
                                          Name: Van Morris
                                          Title: CEO

                                          TUCOWS INC.
                                          By: /s/ ELLIOT NOSS
                                          --------------------------------------
                                          Name: Elliot Noss
                                          Title: President, CEO

                                       43

                                                                         ANNEX 2

                          SECOND AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                               INFONAUTICS, INC.

    The text of the Amended and Restated Articles of Incorporation, as amended,
is hereby amended and restated to read herein as set forth in full:

ARTICLE 1. The name of the corporation is Infonautics, Inc.

ARTICLE 2. The registered office of the corporation shall be 590 North Gulph
Road, King of Prussia, Pennsylvania 19406.

ARTICLE 3. A. The aggregate number of shares which the corporation shall have
authority to issue is as follows: 251,250,000 shares, divided into
(i) 250,000,000 shares of Common Stock, no par value and (iv) 1,250,000 shares
of preferred stock. The corporation previously had authorized three classes of
Common Stock, Class A Common Stock, Class B Common Stock and Class C Common
Stock. Prior to the date of filing of these Second Amended and Restated Articles
of Incorporation, there were no outstanding shares of either Class B Common
Stock or Class C Common Stock. The three classes of Common Stock are hereby
eliminated and stock certificates that indicated ownership of outstanding shares
of Class A Common Stock will be recognized by the corporation as stock
certificates indicating ownership of the same number of shares of the
corporation's Common Stock.

        B. Authority of Board to Fix Terms of Preferred Shares. The Preferred
    Stock authorized by these Second Amended and Restated Articles of
    Incorporation may be issued from time to time in one or more series. The
    Board of Directors of the corporation shall have the full authority
    permitted by law to establish one or more series and the number of shares
    constituting each such series and to fix by resolution full, limited,
    fractional, or no voting rights, and such designations, preferences,
    qualifications, privileges, limitations, restrictions, options, conversion
    rights and other special or relative rights of any series of the Preferred
    Stock that may be desired, subject to the limitation that no shares of
    Preferred Stock may have more than one vote per share with respect to any
    matter on which shares of Preferred Stock vote together with the
    corporation's Common Stock. Subject to the limitation on the total number of
    shares of Preferred Stock which the corporation has authority to issue
    hereunder, the Board of Directors is also authorized to increase or decrease
    the number of shares of any series, subsequent to the issue of that series,
    but not below the number of shares of such series then outstanding. In case
    the number of shares of any series shall be so decreased, the shares
    constituting such decrease shall resume the status which they had prior to
    the adoption of the resolution originally fixing the number of shares of
    such series.

        C. Voting Rights of Common Stock. With respect to all matters upon which
    shareholders are entitled to vote or to which shareholders are entitled to
    give consent, every holder of the outstanding shares of the Common Stock
    shall be entitled to cast thereon one (1) vote in person or by proxy for
    each share of the Common Stock standing in such holder's name.

        D. Cumulative Voting. Shareholders of the corporation shall not have the
    right to cumulate their votes with respect to the election of directors.

ARTICLE 4. The purpose or purposes of the corporation are: to have unlimited
power to engage in and do any lawful act concerning any or all lawful business
for which corporations may be incorporated under the Pennsylvania Business
Corporation Law of 1988, as amended, including, without limitation thereto, the
manufacture, purchase and sale of goods, wares and merchandise of every class
and description.

ARTICLE 5. Subchapters E (Sections 2541 - 2548), G (Sections 2561 - 2568), H
(Sections 2571 - 2576) and Section 2538 of Subchapter D, all of Chapter 25 of
the Pennsylvania Business Corporation Law of 1988, as amended, shall not be
applicable to the corporation.

ARTICLE 6. Subchapter F (Sections 2551 - 2556) of Chapter 25 of the Pennsylvania
Business Corporation Law of 1988, as amended, shall be applicable to the
corporation.

ARTICLE 7. The term of the corporation's existence is perpetual.

                                                                         ANNEX 3

                                    FORM OF
                             SHAREHOLDER AGREEMENT

    SHAREHOLDER AGREEMENT dated as of March   , 2001, among the person(s)
identified as Shareholder on the signature page hereof ("SHAREHOLDER"),
Infonautics, Inc., a Pennsylvania corporation (the "COMPANY"), and Tucows Inc.,
a Delaware corporation ("Tucows").

    WHEREAS, on or about the date of the execution and delivery of this
Agreement, certain parties are entering into an Agreement and Plan of Merger
(the "MERGER AGREEMENT"), which contemplates a business combination between
Tucows and the Company in a merger transaction to be accomplished through, as
currently contemplated and as may be modified by the parties thereto, (i) the
formation of TAC Acquisition Corporation ("TAC") and (ii) the merger of Tucows
with and into TAC (the "MERGER");

    WHEREAS, Shareholder is the beneficial owner of record of approximately
1,456,154 shares of Class A Common Stock of the Company (the "Class A Shares,"
and any other shares of common stock or other voting equity securities of the
Company held of record from time to time by the Shareholder, collectively the
"Subject Securities");

    WHEREAS, as a condition to Tucows' willingness to enter into the Merger
Agreement, the Company and Tucows are obtaining this Agreement;

    WHEREAS, the Shareholder deems it in the best interest of the Company for
the Company to enter into the Merger Agreement; and

    WHEREAS, in order to induce Tucows to enter into the Merger Agreement and to
agree to the covenants and agreements set forth therein, Shareholder has agreed
to enter into this Agreement.

    NOW, THEREFORE, to induce Tucows to enter into, and in consideration of its
entering into, the Merger Agreement, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged by
the parties, and in consideration of the premises and the representations,
warranties and agreements herein contained, and intending to be legally bound,
the parties agree as follows:

        1.  RESTRICTION ON TRANSFER OR ACQUISITION OF SUBJECT
    SECURITIES.  Except as otherwise specified in Exhibit A hereto, Shareholder
    shall not (a) sell, transfer, pledge, assign or otherwise dispose of, or
    enter into any contract, option or other arrangement or understanding with
    respect to the direct or indirect sale, transfer, pledge, assignment or
    other disposition of, any of the Subject Securities to any person other than
    to Tucows, Company or any designee of Company, (b) deposit any of the
    Subject Securities into escrow, a voting trust or a voting agreement or
    grant a proxy with respect to any such Subject Securities, except as
    provided in this Agreement, or (c) acquire any additional securities of the
    Company without the prior written consent of Company.

        2.  VOTING AGREEMENT.  Shareholder agrees that, at any annual or special
    meeting of the shareholders of the Company and in any action by written
    consent of the shareholders of the Company, Shareholder shall vote the
    Subject Securities (a) in favor of the Merger, the approval and adoption of
    the Merger Agreement and all agreements related to the transactions
    contemplated by the Merger Agreement, and any actions related thereto, and
    (b) against any action or agreement which would result in a breach of any
    representation, warranty or covenant of the Company in the Merger Agreement
    or which would otherwise frustrate the purposes of, impede, interfere with
    or attempt to discourage the Merger, including without limitation any other
    merger, consolidation, sale of assets, reorganization, recapitalization,
    liquidation or winding up of the Company or any other extraordinary
    transaction involving the Company or any matters related to or in connection
    therewith. On the date hereof, the Shareholder shall sign and deliver to
    Company the proxy in the form set forth in Exhibit B hereto (the
    "IRREVOCABLE PROXY") to permit the Company to implement the voting agreement
    set forth in this Section 2. The Shareholder shall,

    upon request, execute and deliver any additional documents deemed by Company
    to be necessary or desirable to complete and effectuate the Irrevocable
    Proxy and the provisions of this Agreement.

        3.  NO DISSENTERS RIGHTS.  The Shareholder agrees not to exercise any
    rights (including without limitation any rights that may exist under the
    Pennsylvania Business Corporation Law of 1988, as amended) to demand
    appraisal or dissenter's rights of any Subject Securities owned by the
    Shareholder with respect to the Merger or the other transactions
    contemplated by the Merger Agreement.

        4.  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.  Shareholder
    hereby represents and warrants to Company as follows:

           (a)  AUTHORITY.  This Agreement and the Irrevocable Proxy are valid
       and binding agreements of the Shareholder. If the Shareholder is married
       and the Class A Shares constitute community property under applicable
       laws, this Agreement and the Irrevocable Proxy have been duly authorized,
       executed and delivered by and constitute valid and binding agreements of,
       such Shareholder's spouse. If this Agreement is being executed in a
       representative or fiduciary capacity the person signing this Agreement
       has full power and authority to enter into and perform this Agreement and
       the Irrevocable Proxy.

           (b) Shareholder owns beneficially all of the Class A Shares and has
       good and marketable title thereto, free and clear of any claims, liens,
       encumbrances or security interests whatsoever (other than any created
       hereby or made to Sovereign Bank prior to the date hereof). Shareholder
       does not beneficially own, or have any existing right to acquire, any
       securities of the Company other than the Class A Shares.

           (c) Shareholder has the full and unrestricted legal power, authority
       and right to enter into, execute and deliver this Agreement and the
       Irrevocable Proxy without the consent or approval of any other person and
       has not entered into any voting agreement or granted any person any proxy
       (revocable or irrevocable) with respect to the Class A Shares (other than
       this Agreement and the Irrevocable Proxy).

        6.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company hereby
    represents and warrants to Shareholder that the Company has all requisite
    corporate power and authority to enter into this Agreement and to consummate
    the transactions contemplated hereby and thereby, that this Agreement has
    been duly executed and delivered by the Company and this Agreement
    constitutes the valid and binding obligation of the Company.

        7.  TERMINATION.  This Agreement and the Irrevocable Proxy shall
    terminate upon the earlier to occur of (a) the effective time of the Merger
    or (b) the termination of the Merger Agreement; PROVIDED, HOWEVER, that the
    term applicable to the transfer of Subject Securities specified on
    Exhibit A hereto shall terminate as specified in Exhibit A.

        8.  NO BROKERS.  Except for Company's fairness opinion and related
    services fee payable to Janney Montgomery Scott, the Shareholder and the
    Company represent, as to themselves and their affiliates, that to the best
    of their knowledge no agent, broker, investment banker or other firm or
    person is or will be entitled to any broker's or finder's fees or any other
    commission or similar fee in connection with any of the transactions
    contemplated by this Agreement and respectively agree to indemnify and hold
    the others harmless from and against any and all claims, liabilities or
    obligations with respect to any such fees, commissions or expenses asserted
    by any person on the basis of any act or statement alleged to have occurred
    or been made by such party or any of its affiliates.

                                       2

        9.  ASSIGNMENT.  Neither this Agreement nor any of the rights, interests
    or obligations hereunder shall be assigned by either of the parties without
    the prior written consent of the other party. This Agreement will be binding
    upon, inure to the benefit of and be enforceable by the parties and their
    respective successors and assigns.

        10.  GENERAL PROVISIONS.

           (a)  SPECIFIC PERFORMANCE.  The parties hereto agree that if for any
       reason any party hereto shall have failed to perform its obligations
       under this Agreement or the Irrevocable Proxy, then the party seeking to
       enforce this Agreement or the Irrevocable Proxy shall be entitled to
       specific performance and injunctive and other equitable relief, and the
       parties hereto further agree to waive any requirement for the securing or
       posting of any bond in connection with the obtaining of any such
       injunctive or other equitable relief. This provision is without prejudice
       to any other rights or remedies, whether at law or in equity, that any
       party hereto may have against any other party hereto for any failure to
       perform its obligations under this Agreement or the Irrevocable Proxy.

           (b)  EXPENSES.  All costs and expenses incurred in connection with
       this Agreement and the transactions contemplated hereby shall be paid by
       the party incurring such costs and expenses.

           (c)  AMENDMENTS.  This Agreement may not be amended except by an
       instrument in writing signed by each of the parties hereto.

           (d)  NOTICES.  All notices, requests, claims, demands and other
       communications hereunder shall be deemed to have been duly given when
       delivered in person, by facsimile, telegram or telex, or by registered or
       certified mail (postage prepaid, return receipt requested), if to the
       Company, to its address as set forth on the signature page hereof and, if
       to Shareholder, to the address set forth on the signature page hereof.

           (e)  DESCRIPTIVE HEADINGS; DEFINITIONS.  The headings contained in
       this Agreement are for reference purposes only and shall not affect in
       any way the meaning or interpretation of this Agreement. All capitalized
       terms used herein but not defined herein shall have the meaning ascribed
       to them in the Merger Agreement.

           (f)  COUNTERPARTS.  This Agreement may be executed in two or more
       counterparts, all of which shall be considered one and the same
       agreement, and shall become effective when one or more of the
       counterparts have been signed by each of the parties and delivered to the
       other parties, it being understood that all parties need not sign the
       same counterpart.

           (g)  ENTIRE AGREEMENT.  This Agreement (including the exhibits
       hereto) constitutes the entire agreement and supersedes all prior
       agreements and understandings, both written and oral, among the parties
       with respect to the subject matter hereof. This Agreement (including the
       documents and instruments referred to herein) is not intended to and
       shall not be deemed to confer upon any person other than the parties
       hereto any rights or remedies hereunder. If any provision of this
       Agreement or the Irrevocable Proxy shall be invalid or unenforceable
       under applicable law, such provision shall be ineffective to the extent
       of such invalidity or unenforceability only, without in any way affecting
       the remaining provisions of this Agreement or the Irrevocable Proxy.

           (h)  GOVERNING LAW.  This Agreement shall be governed by and
       construed in accordance with the laws of the Commonwealth of
       Pennsylvania, applicable to contracts made and to be performed in that
       Commonwealth.

                                       3

    IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its respective officer thereunto duly authorized, and Shareholder has signed
this Agreement, all as of the date first written above.

                                                      
                                                       INFONAUTICS, INC.

                                                       By:
                                                            -----------------------------------------
                                                            Title: VP & General Counsel, Secretary
                                                            Address: 590 North Gulph Road
                                                                    King of Prussia, PA 19406-2800 USA
                                                                    610-971-8859 (fax)

                                                       TUCOWS INC.

                                                       By:
                                                            -----------------------------------------
                                                            Title:
                                                            Address: 96 Mowat Avenue
                                                                    Toronto, Ontario M6K 3M1 Canada
                                                                    416-531-5584 (fax)

                                                       SHAREHOLDER:

- -------------------------------------------
                                                       ---------------------------------------------
Witness
                                                       Name: Marvin I. Weinberger

- -------------------------------------------
                                                       ---------------------------------------------
Witness
                                                       Name: Fran Solow Weinberger

                                                       Address: 630 Penfield Avenue
                                                               Havertown, PA 19083-4120



                                       4

                                                                       EXHIBIT A

                        TRANSFERS OF SUBJECT SECURITIES

    The Company agrees that the restrictions on transfer or acquisition of
Subject Securities set forth in Section 1 of this Agreement shall not apply with
respect to the following:

        1. The sale of that number of shares of Class A Common Stock of the
    Company equal to fifty percent (50%) of the number of shares of Class A
    Common Stock of the Company eligible to be sold by the Shareholder pursuant
    to Rule 144 under the Securities Act of 1933 during the period commencing
    two business days following the public announcement by the Company (the
    "Release Date") of the execution of the Merger Agreement and terminating
    three months following the Release Date.

        2. The sale of that number of shares of Class A Common Stock of the
    Company equal to seventy five percent (75%) of the number of shares of
    Class A Common Stock of the Company eligible to be sold by the Shareholder
    pursuant to Rule 144 under the Securities Act of 1933 during the period
    commencing three months following the Release Date and terminating six
    months following the Release Date.

    The Shareholder agrees that any sale of shares of Class A Common Stock
pursuant to Paragraphs 1 and 2 above shall be in compliance with Rule 144 and
the Company's policy regarding insider trading. The Company agrees to use its
best efforts to have all necessary clearances in order for the Shareholder to
sell his shares of Class A Common Stock under Rule 144 made as soon as
reasonably practicable after receipt by the Company, attention Vice President &
General Counsel, Gerard J. Lewis, Jr., of duly executed and completed paperwork
as may be required in order to complete such sale.

    In addition, the Company agrees to use its best efforts to file a
registration statement on Form S-3 with the Securities and Exchange Commission
as soon as reasonably practicable upon Shareholder's written request after
(a) consummation of the Merger or (b) any earlier termination of the Merger in
accordance with Paragraph 7(b). Such registration statement shall provide for
the registration of all shares of the Company owned by the Shareholder as a
result of the Merger less any shares previously sold by the Shareholder ("Merger
Shares"). If the Merger is terminated in accordance with Paragraph 7(b), such
registration statement shall provide for the registration of all shares of
Company owned by the Shareholder at the time of registration, less any shares
previously sold by the Shareholder ("Company Shares"). The registration rights
granted under this paragraph shall terminate when the Shareholder is eligible to
sell all of the Merger Shares or Company Shares, as the case may be, pursuant to
Rule 144(k).

                                       5

                                                                       EXHIBIT B

                               IRREVOCABLE PROXY
                            EXECUTED MARCH   , 2001

    Marvin I. Weinberger ("SHAREHOLDER"), being a holder of shares of Class A
Common Stock of Infonautics, Inc. (the "COMPANY") (the "CLASS A SHARES"), does
hereby constitute and appoint such person or persons as the Company shall
designate from time to time (the "Proxy") the true and lawful attorney and proxy
of Shareholder for him and in his name, place and stead, with full power of
substitution, for a term (the "TERM") of one year from the date of execution
hereof, to attend and to vote as the proxy of Shareholder, at any and all
meetings of shareholders of the Company or any adjournments thereof, all of the
Class A Shares eligible to vote which are held of record or beneficially, by
Shareholder, on any and all matters, proposals and questions, whether benefiting
the Proxy or Company or not, that may be lawfully considered there, and to
execute any written consents of Shareholder which may be solicited during the
Term, as fully and with the same number of votes and with the same effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

    Shareholder hereby revokes all proxies heretofore made by him.

    Shareholder hereby ratifies all that the Proxy may or shall lawfully do in
voting the Class A Shares in accordance herewith at any such meeting or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

    Shareholder acknowledges that this proxy is coupled with an interest and is
irrevocable.

                                                      
                                                       ---------------------------------------------
                                                       Marvin I. Weinberger
                                                       ---------------------------------------------
                                                       Fran Solow Weinberger



                                       6

                                                                         ANNEX 4

                                    FORM OF
                       TUCOWS INC. STOCKHOLDER AGREEMENT

    THIS STOCKHOLDER AGREEMENT ("Agreement"), dated as of March   , 2001, is by
and between Infonautics, Inc., a Pennsylvania corporation ("Parent"),
Tucows Inc., a Delaware corporation (the "Company") and the stockholder of the
Company listed on the signature page hereof (the "Stockholder").

                                  WITNESSETH:

    WHEREAS, the Stockholder, as of the date hereof, is the beneficial owner (as
defined in Rule 13d-3(a) under the Securities Exchange Act of 1934, as amended)
of the number and class of shares of capital stock ("Stock") of the Company set
forth below the name of the Stockholder on the signature page hereof (the
"Shares");

    WHEREAS, in reliance upon the execution and delivery of this Agreement,
Parent and a wholly owned subsidiary of Parent ("Sub") will enter into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), with the Company which provides, among other things, that upon the
terms and subject to the conditions thereof, Sub will be merged with and into
the Company, and the Company will become a wholly owned subsidiary of Parent
(the "Merger"); and

    WHEREAS, to induce Parent to enter into the Merger Agreement and to incur
the obligations set forth therein, the Stockholder is entering into this
Agreement pursuant to which the Stockholder agrees to vote in favor of the
Merger and the approval of the Merger Agreement and, in the case of holders of
the Company's Series A Convertible Preferred Stock, par value $.001 per share
(the "Preferred Shares"), to convert the Preferred Shares into shares of the
Company's common stock, par value $.001 per share ("Common Stock"), and to make
certain agreements with respect to the Shares upon the terms and conditions set
forth herein;

    NOW THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

        Section 1.  VOTING OF SHARES.  The Stockholder agrees that until the
    earlier of (i) the Effective Time (as defined in the Merger Agreement) or
    (ii) the date on which the Merger Agreement is terminated pursuant to its
    terms (the earliest thereof being hereinafter referred to as the "Expiration
    Date"), at every meeting of stockholders of the Company at which any of the
    following matters is considered or voted upon, and at every adjournment or
    postponement thereof, and on every action or approval by written consent of
    the stockholders of the Company with respect thereto, the Stockholder shall
    vote, or cause the holder of record to vote, all Shares beneficially owned
    by the Stockholder as of the date of such vote or consent, and which are
    entitled to vote as of the date of such vote or consent, (i) for adoption
    and approval of the Merger Agreement and in favor of the Merger and any
    other transaction contemplated by the Merger Agreement and (ii) against any
    Acquisition Proposal (as defined below) other than the Merger. Any such vote
    shall be cast or consent shall be given in accordance with such procedures
    relating thereto as shall ensure that it is duly counted for purposes of
    determining that a quorum is present and for purposes of recording the
    results of such vote or consent.

        Section 2.  COVENANTS OF THE STOCKHOLDER.  The Stockholder covenants and
    agrees for the benefit of Parent that, until the Expiration Date, such
    Stockholder will:

           (a) not, directly or indirectly, sell, transfer, pledge, hypothecate,
       encumber, assign, tender or otherwise dispose of, or enter into any
       contract, option or other arrangement or understanding with respect to
       the sale, transfer, pledge, hypothecation, encumbrance, assignment,
       tender or other disposition of, any of the Shares beneficially owned by
       the Stockholder or any interest therein, provided that this restriction
       shall not apply to any sale,

       transfer, pledge, hypothecation, encumbrance, assignment, tender or
       disposition (or contract, option, arrangement or understanding with
       respect thereto) to any person who agrees to be bound by the terms of
       this Agreement;

           (b) not grant any powers of attorney or proxies or consents in
       respect of any of the Shares beneficially owned by the Stockholder,
       deposit any of such Shares into a voting trust, enter into a voting
       agreement with respect to any of such Shares or otherwise restrict the
       ability of the holder of any of the Shares beneficially owned by the
       Stockholder freely to exercise all voting rights with respect thereto;

           (c) not, and shall direct and cause the Stockholder's agents not to:

               (i) initiate, solicit or seek, directly or indirectly, any
           inquiries or the making or implementation of any proposal or offer
           (including, without limitation, any proposal or offer to the
           Company's stockholders or any of them) with respect to a merger,
           acquisition, consolidation, recapitalization, liquidation,
           dissolution or similar transaction involving, or any purchase of all
           or any substantial portion of the assets or any equity securities of,
           the Company (an "Acquisition Proposal");

               (ii) engage in any negotiations concerning an Acquisition
           Proposal, or provide any confidential information or data to, or have
           any substantive discussions with, any person relating to an
           Acquisition Proposal; or

               (iii) otherwise cooperate in any effort or attempt to make,
           implement or accept an Acquisition Proposal;

           (d) shall notify Parent immediately if any inquiries, proposals or
       offers related to an Acquisition Proposal are received by, any
       confidential information or data in connection with an Acquisition
       Proposal is requested from, or any negotiations or discussions related to
       an Acquisition Proposal are sought to be initiated or continued with, the
       Stockholder, and shall immediately cease and terminate any existing
       activities, including discussions or negotiations with any parties,
       conducted heretofore with respect to any of the foregoing and will take
       the necessary reasonable steps to inform his agents of the obligations
       undertaken in Section 2(c) above and this Section 2(d).

           (e) take, or cause to be taken, all action, and do, or cause to be
       done, all reasonable things necessary or advisable in order to consummate
       and make effective the transactions contemplated by this Agreement.

    Section 3.  REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.  The
Stockholder represents and warrants to Parent that: (a) the execution, delivery
and performance by the Stockholder of this Agreement will not conflict with,
require a consent, waiver or approval under, or result in a breach of or default
under, any of the terms of any contract, commitment or other obligation (written
or oral) to which the Stockholder is a party or by which any of the
Stockholder's assets may be bound, and, if the Stockholder is a corporation or
partnership, the organizational documents of such Stockholder; (b) this
Agreement has been duly executed and delivered by the Stockholder and, if the
Stockholder is a corporation or partnership, has been duly authorized by all
requisite corporate or partnership action of such Stockholder, as the case may
be, and upon its execution and delivery by Parent, will constitute a legal,
valid and binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting or relating to creditors' rights generally, and the availability
of injunctive relief and other equitable remedies; (c) the Stockholder is the
sole owner of the Shares, and the Shares represent all shares of the Stock
beneficially owned by the Stockholder at the date hereof, and the Stockholder
does not have any right to acquire, nor is the Stockholder the beneficial owner
of, any other shares of Stock or any securities convertible into or exchangeable
or

                                       2

exercisable for any shares of Stock (other than shares subject to options
granted by the Company or issuable upon conversion of the Shares); (d) the
Stockholder has full right, power and authority to execute and deliver this
Agreement and to perform the Stockholder's obligations hereunder; and (e) the
Stockholder owns the Shares free and clear of all liens, claims, pledges,
charges, proxies, restrictions, encumbrances, proxies, voting trusts and voting
agreements of any nature whatsoever other than as provided by this Agreement.
The representations and warranties contained herein shall be made as of the date
hereof and as of each day from the date hereof through and including the
Effective Time (as defined in the Merger Agreement). If the Stockholder is an
officer or director of the Company, the Stockholder represents and acknowledges
that the Stockholder is executing this Agreement in such Stockholder's
individual capacity, and not in his capacity as an officer or director of the
Company.

    Section 4.  ADJUSTMENTS; ADDITIONAL SHARES.  In the event (a) of any stock
dividend, stock split, merger (other than the Merger), recapitalization,
reclassification, combination, exchange of shares or the like of the capital
stock of the Company on, of or affecting the Shares or (b) that the Stockholder
shall become the beneficial owner of any additional shares of Stock or other
securities entitling the holder thereof to vote or give consent with respect to
the matters set forth in Section 1 (including, without limitation, shares of
Stock acquired upon the exercise of options), then the terms of this Agreement
shall apply to the shares of capital stock or other instruments or documents
held by the Stockholder immediately following the effectiveness of the events
described in clause (a) or the Stockholder becoming the beneficial owner thereof
as described in clause (b), as though, in either case, they were Shares
hereunder.

    Section 5.  CONVERSION OF PREFERRED SHARES.  Pursuant to Article 4(B)(5) of
the Certificate of Incorporation of the Company, as amended, the Stockholder
agrees prior to or at the Effective Time to convert all of the Preferred Shares
to shares of the Company's Common Stock.

    Section 6.  LEGEND.  Concurrently with the execution of this Agreement, the
Stockholder is surrendering to the Company the certificates representing the
Shares, and is hereby requesting that the following legend be placed on the
certificates representing such Shares and shall request that such legend remain
thereon until the Expiration Date: "The shares of capital stock represented by
this certificate are subject to a Stockholder Agreement, dated as of March   ,
2001, among the holder of this Certificate, Infonautics, Inc. and Tucows Inc.
which agreement, among other things, restricts the sale or transfer of such
shares except in accordance therewith." In the event that the Stockholder shall
become the beneficial owner of any additional shares of Stock or other
securities entitling the holder thereof to vote or give consent with respect to
the matters set forth in Section 1, the Stockholder shall, upon acquiring such
beneficial ownership, surrender to the Company the certificates representing
such shares or securities and request that the foregoing legend be placed on
such certificates and remain thereon until the Expiration Date. The Stockholder
shall provide Parent with satisfactory evidence of his compliance with this
Section 6 on or prior to the date ten business days after the execution hereof.

    Section 7.  SPECIFIC PERFORMANCE.  The Stockholder acknowledges that the
agreements contained in this Agreement are an integral part of the transactions
contemplated by the Merger Agreement, and that, without these agreements, Parent
would not enter into the Merger Agreement, and acknowledges that damages would
be an inadequate remedy for any breach by the Stockholder of the provisions of
this Agreement. Accordingly, the Stockholder, Parent and the Company each agree
that the obligations of the parties hereunder shall be specifically enforceable
and neither party shall take any action to impede the other from seeking to
enforce such right of specific performance.

    Section 8.  NOTICES.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed duly given
(i) upon receipt, if delivered by hand, (ii) one day after deposit, if deposited
with a nationally recognized courier service that guarantees next day delivery,
or (iii) three business days after mailing, if mailed by registered or certified
mail, postage prepaid,

                                       3

return receipt requested, to the Stockholder at the address listed on the
signature page hereof, to Parent at 590 North Gulph Road, King of Prussia, PA
19406, Attention: President and CEO, with a copy to Joanne R. Soslow, Esquire,
Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19102, and to
the Company at 96 Mowat Avenue, Toronto, Ontario M6K 3M1, Canada, Attn: Elliot
Noss and Graham Morris, with a copy to David Fox, Esquire, Skadden, Arps, Slate,
Meagher & Flom LLP, 4 Times Square, New York, NY 10036, or to such other address
as any party may have furnished to the other in writing in accordance herewith.

    Section 9.  BINDING EFFECT; SURVIVAL.  This Agreement shall become effective
as of the date hereof and shall remain in effect until the Expiration Date. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, personal representatives, successors and assigns.
Neither this Agreement nor any of the rights, interests or obligations of the
parties hereto may be assigned without the prior written consent of the other
party.

    Section 10.  GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE OF
PROCESS.  This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to any principles of
conflicts of law that would compel the application of the substantive laws of a
jurisdiction other than Delaware. Each of the parties hereto hereby consents to
the jurisdiction of any state or federal court located within the state of
Delaware and irrevocably agrees that all actions or proceedings relating to this
Agreement may be litigated in such courts. The parties hereto accept the
nonexclusive jurisdiction of the aforesaid courts and waive any defense of forum
non convenient, and irrevocably agree to be bound by any judgment rendered
thereby (subject to any appeal available with respect to such judgment) in
connection with this Agreement. The Stockholder hereby irrevocably appoints
Company to serve as his, her or its agent, to receive on his, her or its behalf
service of all process in any such proceeding in any such court, such service
being hereby acknowledged by the Stockholder to be effective and binding service
in every respect. The Stockholder hereby agrees that service upon the
Stockholder by mail shall constitute sufficient notice and service of process.
Nothing herein shall affect the right to serve process in any other manner
permitted by law or shall limit the right of Parent to bring proceedings or
obtain or enforce judgments against the Stockholder in the courts of any other
jurisdiction.

    Section 11.  COUNTERPARTS.  This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which together shall
constitute one and the same agreement.

    Section 12.  EFFECT OF HEADINGS.  The section headings herein are for
convenience of reference only and shall not affect the construction hereof.

    Section 13.  ADDITIONAL AGREEMENTS; FURTHER ASSURANCE.  Subject to the terms
and conditions herein provided, the Stockholder agrees to use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make effective
the transactions contemplated by this Agreement. The Stockholder will provide
Parent with all documents which may reasonably be requested by Parent and will
take reasonable steps to enable Parent to obtain all rights and benefits
provided it hereunder. The Stockholder hereby gives any consents or waivers that
are reasonably required for the consummation of the Merger under the terms of
any agreement to which the Stockholder is party or pursuant to any rights the
Stockholder may have.

    Section 14.  AMENDMENT; WAIVER.  No amendment or waiver of any provision of
this Agreement or consent to departure therefrom shall be effective unless in
writing and signed by Parent, the Stockholder and the Company, in the case of an
amendment, or by the party which is the beneficiary of any such provision, in
the case of a waiver or a consent to depart therefrom.

    Section 15.  SEVERABILITY.  If any term provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the

                                       4

terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

    Section 16.  EFFECTIVENESS.  This Agreement shall not become effective
unless Marvin I. Weinberger and Ms. Fran Solow Weinberger (the "Weinbergers")
shall have entered into a shareholders agreement among the Weinbergers, Parent
and the Company containing substantially the same terms and conditions as
contained herein.

    Section 17.  ENFORCEMENT.  The Company will upon demand pay to Parent the
amount of any and all reasonable expenses of Parent, including the reasonable
fees and disbursements of its counsel, which Parent may incur in connection the
enforcement of this Agreement by Parent.

    Section 18.  TIME.  Time is of the essence with respect to this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       5

    IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto all as of the day and year first above written.

                                                         
                                                          INFONAUTICS, INC.

                                                          By:  ---------------------------------------
                                                               Name:
                                                               Title:





TUCOWS INC.
                                                       
By: ----------------------------------
Name:
Title:

STOCKHOLDER
- ---------------------------------------------
(Signature)

- ---------------------------------------------
(Signature of Spouse)

Print Name of Stockholder

Address: ----------------------------------
- ---------------------------------------------
- ---------------------------------------------


Number and Class of Shares: ________________________________________

                                       6

                                                                         ANNEX 5

March 26, 2001

Board of Directors
Infonautics, Inc.
590 North Gulph Road
King of Prussia, PA 19406

Dear Members of the Board:

    Infonautics, Inc. ("Infonautics") and Tucows Inc. ("Tucows") propose to
merge ("the Transaction") pursuant to the Agreement and Plan of Merger (the
"Agreement"). Under the terms of the Agreement, Infonautics' shareholders will
receive all the shares outstanding of Tucows (the "Merger Consideration") for
four times the shares outstanding of Infonautics common stock less 80,000. The
terms and conditions of the Transaction are more fully set forth in the
Agreement.

    You have requested our opinion as to whether the Merger Consideration to be
received pursuant to the Agreement is fair from a financial point of view to
Infonautics shareholders.

    In reaching our opinion, we (i) reviewed certain historical and projected
financial information relating to Infonautics; (ii) reviewed selected financial
information for Tucows and certain other publicly traded companies;
(iii) reviewed the financial terms of certain recent business combinations;
(iv) reviewed the terms of the Agreement and certain related documents in draft
form; and (v) performed such other analyses, and considered such other factors,
as we deemed appropriate. In addition, we held discussions with the management
of Tucows as well as with the management of Infonautics regarding both companies
business, operating results, financial condition and prospects.

    In connection with our review, we have relied upon the accuracy and
completeness of all information provided to us by Infonautics, its
representatives and Tucows, and we have not attempted to independently verify
any such information. We have also relied upon the assessment of the management
of Infonautics and Tucows regarding both companies' business and prospects, and
assumed that the budgets and financial projections of both were prepared by
management on the basis of reasonable assumptions and reflected the best
currently available estimates and good faith judgments of the future financial
performance of both companies. We have also assumed that the final terms of the
Agreement and certain related documents reviewed by us in draft form will not
vary materially from the drafts reviewed by us. We have not made an independent
evaluation or appraisal of Infonautics' or Tucows' assets and liabilities. Our
opinion is necessarily based on financial, market, economic and other conditions
as they exist and can be evaluated as of the date of this letter. We undertake
no obligation to update this opinion to reflect any developments occurring after
the date hereof.

    Janney Montgomery Scott LLC ("Janney") is acting as financial advisor to
Infonautics in connection with the Transaction and will receive customary fees
in connection with, and upon completion of, the Transaction. In addition,
Infonautics has agreed to indemnify Janney against certain liabilities arising
out of the rendering of this opinion. Janney is a nationally recognized
investment banking firm and, as part of its investment banking activities, is
regularly engaged in the valuation of businesses and securities in connection
with mergers and acquisitions, negotiated underwritings, secondary distributions
of securities, private placements and valuations for corporate and other
purposes.

    It is understood that this letter is for the information of the Board of
Directors of Infonautics in evaluating the Transaction. This opinion may not be
used for any other purpose, and may not be quoted or referred to, in whole or in
part, without our prior written consent. This opinion does not address the
relative merits of the Transaction, any alternatives to the Transaction
available to Infonautics or the underlying decision of Infonautics to proceed
with the Transaction.

                                                              Board of Directors
                                                               Infonautics, Inc.
                                                                  March 26, 2001
                                                                          Page 2

    Based upon the foregoing, we are of the opinion, as of the date hereof, that
the Merger Consideration to be received pursuant to the Agreement is fair from a
financial point of view to Infonautics shareholders.

Very truly yours,
/s/ JANNEY MONTGOMERY SCOTT LLC
JANNEY MONTGOMERY SCOTT LLC

                                                                         ANNEX 6

                        DELAWARE GENERAL CORPORATION LAW

SECTION 262 APPRAISAL RIGHTS.

    (a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this section
with respect to such shares, who continuously holds such shares through the
effective date of the merger or consolidation, who has otherwise complied with
subsection (d) of this section and who has neither voted in favor of the merger
or consolidation nor consented thereto in writing pursuant to Section 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.

    (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section 251 (other than a merger effected pursuant to
Section 251(g) of this title), Section 252, Section 254, Section 257,
Section258, Section 263 or Section 264 of this title:

        (1) Provided, however, that no appraisal rights under this section shall
    be available for the shares of any class or series of stock, which stock, or
    depository receipts in respect thereof, at the record date fixed to
    determine the stockholders entitled to receive notice of and to vote at the
    meeting of stockholders to act upon the agreement of merger or
    consolidation, were either (i) listed on a national securities exchange or
    designated as a national market system security on an interdealer quotation
    system by the National Association of Securities Dealers, Inc. or (ii) held
    of record by more than 2,000 holders; and further provided that no appraisal
    rights shall be available for any shares of stock of the constituent
    corporation surviving a merger if the merger did not require for its
    approval the vote of the stockholders of the surviving corporation as
    provided in subsection (f) of Section 251 of this title.

        (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
    under this section shall be available for the shares of any class or series
    of stock of a constituent corporation if the holders thereof are required by
    the terms of an agreement of merger or consolidation pursuant to Sections
    251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock
    anything except:

           a. Shares of stock of the corporation surviving or resulting from
       such merger or consolidation, or depository receipts in respect thereof;

           b. Shares of stock of any other corporation, or depository receipts
       in respect thereof, which shares of stock (or depository receipts in
       respect thereof) or depository receipts at the effective date of the
       merger or consolidation will be either listed on a national securities
       exchange or designated as a national market system security on an
       interdealer quotation system by the National Association of Securities
       Dealers, Inc. or held of record by more than 2,000 holders;

           c. Cash in lieu of fractional shares or fractional depository
       receipts described in the foregoing subparagraphs a. and b. of this
       paragraph; or

           d. Any combination of the shares of stock, depository receipts and
       cash in lieu of fractional shares or fractional depository receipts
       described in the foregoing subparagraphs a., b. and c. of this paragraph.

        (3) In the event all of the stock of a subsidiary Delaware corporation
    party to a merger effected under Section 253 of this title is not owned by
    the parent corporation immediately prior to the merger, appraisal rights
    shall be available for the shares of the subsidiary Delaware corporation.

    (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections
(d) and (e) of this section, shall apply as nearly as is practicable.

    (d) Appraisal rights shall be perfected as follows:

        (1) If a proposed merger or consolidation for which appraisal rights are
    provided under this section is to be submitted for approval at a meeting of
    stockholders, the corporation, not less than 20 days prior to the meeting,
    shall notify each of its stockholders who was such on the record date for
    such meeting with respect to shares for which appraisal rights are available
    pursuant to subsection (b) or (c) hereof that appraisal rights are available
    for any or all of the shares of the constituent corporations, and shall
    include in such notice a copy of this section. Each stockholder electing to
    demand the appraisal of such stockholder's shares shall deliver to the
    corporation, before the taking of the vote on the merger or consolidation, a
    written demand for appraisal of such stockholder's shares. Such demand will
    be sufficient if it reasonably informs the corporation of the identity of
    the stockholder and that the stockholder intends thereby to demand the
    appraisal of such stockholder's shares. A proxy or vote against the merger
    or consolidation shall not constitute such a demand. A stockholder electing
    to take such action must do so by a separate written demand as herein
    provided. Within 10 days after the effective date of such merger or
    consolidation, the surviving or resulting corporation shall notify each
    stockholder of each constituent corporation who has complied with this
    subsection and has not voted in favor of or consented to the merger or
    consolidation of the date that the merger or consolidation has become
    effective; or

        (2) If the merger or consolidation was approved pursuant to Section 228
    or Section 253 of this title, each constituent corporation, either before
    the effective date of the merger or consolidation or within ten days
    thereafter, shall notify each of the holders of any class or series of stock
    of such constituent corporation who are entitled to appraisal rights of the
    approval of the merger or consolidation and that appraisal rights are
    available for any or all shares of such class or series of stock of such
    constituent corporation, and shall include in such notice a copy of this
    section; provided that, if the notice is given on or after the effective
    date of the merger or consolidation, such notice shall be given by the
    surviving or resulting corporation to all such holders of any class or
    series of stock of a constituent corporation that are entitled to appraisal
    rights. Such notice may, and, if given on or after the effective date of the
    merger or consolidation, shall, also notify such stockholders of the
    effective date of the merger or consolidation. Any stockholder entitled to
    appraisal rights may, within 20 days after the date of mailing of such
    notice, demand in writing from the surviving or resulting corporation the
    appraisal of such holder's shares. Such demand will be sufficient if it
    reasonably informs the corporation of the identity of the stockholder and
    that the stockholder intends thereby to demand the appraisal of such
    holder's shares. If such notice did not notify stockholders of the effective
    date of the merger or consolidation, either (i) each such constituent
    corporation shall send a second notice before the effective date of the
    merger or consolidation notifying each of the holders of any class or series
    of stock of such constituent corporation that are entitled to appraisal
    rights of the effective date of the merger or consolidation or (ii) the
    surviving or resulting corporation shall send such a second notice to all
    such holders on or within 10 days after such effective date; provided,
    however, that if such second notice is sent more than 20 days following the
    sending of the first notice, such second notice need only be sent

                                       2

    to each stockholder who is entitled to appraisal rights and who has demanded
    appraisal of such holder's shares in accordance with this subsection. An
    affidavit of the secretary or assistant secretary or of the transfer agent
    of the corporation that is required to give either notice that such notice
    has been given shall, in the absence of fraud, be prima facie evidence of
    the facts stated therein. For purposes of determining the stockholders
    entitled to receive either notice, each constituent corporation may fix, in
    advance, a record date that shall be not more than 10 days prior to the date
    the notice is given, provided, that if the notice is given on or after the
    effective date of the merger or consolidation, the record date shall be such
    effective date. If no record date is fixed and the notice is given prior to
    the effective date, the record date shall be the close of business on the
    day next preceding the day on which the notice is given.

    (e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw such
stockholder's demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

    (f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

    (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

    (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all

                                       3

relevant factors, including the rate of interest which the surviving or
resulting corporation would have had to pay to borrow money during the pendency
of the proceeding. Upon application by the surviving or resulting corporation or
by any stockholder entitled to participate in the appraisal proceeding, the
Court may, in its discretion, permit discovery or other pretrial proceedings and
may proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on the
list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted such stockholder's certificates of
stock to the Register in Chancery, if such is required, may participate fully in
all proceedings until it is finally determined that such stockholder is not
entitled to appraisal rights under this section.

    (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

    (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

    (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

    (l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.

                                       4

                                                                         ANNEX 7

                               INFONAUTICS, INC.
            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1.  Audit Committee Purpose

    The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

    - Review financial information to be provided to stockholders and others.

    - Monitor the integrity of the Company's financial reporting processing and
      systems of internal controls.

    - Monitor the independence and performance of the Company's independent
      auditors.

    - Provide an avenue of communication among the independent auditors,
      management, and the Board of Directors.

    The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as anyone in the Company. The Audit Committee may
retain, at the Company's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its duties.

2.  Audit Committee Composition and Meetings

    The Audit Committee shall be comprised of at least three directors, each of
whom shall be independent, as determined by the Board of Directors and in
accordance with the applicable provisions of the Marketplace Rules of the
National Association of Securities Dealers, Inc. applicable to the Nasdaq Stock
Market. Audit Committee members also shall satisfy the qualification
requirements of the Nasdaq Stock Market for audit committee membership.

    The Board of Directors shall appoint the members of the Audit Committee. If
the Chairman of the Audit Committee is not designated or present, the members of
the Committee may designate a Chairman by majority vote of the Committee
membership.

    The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee should meet privately
in executive session at least annually with management, the independent auditors
and as a committee to discuss any matters that the Audit Committee or each of
these groups believe should be discussed. In addition, the Audit Committee
should communicate with management and the independent auditors quarterly to
review the Company's interim financial statements and any significant findings
based upon the auditors' review procedures before the Company's Quarterly Report
on Form 10-Q is filed with the Securities and Exchange Commission.

3.  Audit Committee Responsibilities and Duties

    REVIEW PROCEDURES

    In fulfilling its responsibilities, the Audit Committee is expected to
perform the following procedures:

    1.  Review and reassess the Charter of the Audit Committee at least annually
       and recommend to the Board of Directors, as appropriate, amendments to
       the Charter.

                                       1

    2.  Review the Company's annual audited financial statements prior to filing
       or distribution. In conducting its review, the Audit Committee should
       discuss the following matters with management and the independent
       auditors:

       1.  The independent auditors' audit of the financial statements and its
           report thereon.

       2.  Any significant changes required in the independent auditors' audit
           plan.

       3.  Any significant difficulties encountered during the course of the
           audit (including any restriction on the scope of work or access to
           required information).

       4.  Any significant disagreement among management and the independent
           auditors in connection with preparation of the financial statements.

       5.  Other matters related to the conduct of the audit which are
           communicated to the Audit Committee under generally accepted auditing
           standards.

    3.  In consultation with the management and the independent auditors,
       consider the integrity of the Company's financial reporting processes and
       controls. Discuss significant financial risk exposures and the steps
       management has taken to monitor, control and report such exposures.
       Review significant findings prepared by the independent auditors together
       with management's responses.

    4.  Review with financial management and the independent auditors the
       Company's quarterly financial results prior to the release of earnings
       and the Company's quarterly financial statements prior to filing or
       distribution. Discuss any significant changes to the Company's accounting
       principles and any items communicated by the independent auditors in
       accordance with Statement on Auditing Standards No. 61 (see Item 11). The
       Chairman of the Committee or a Committee member designated by the
       Chairman may represent the entire Audit Committee for purposes of this
       review.

    5.  Meet with the independent auditors and management in separate executive
       sessions to discuss any matters that the Audit Committee or these groups
       believe should be discussed privately with the Audit Committee.

    DUTIES RELATING TO THE INDEPENDENT AUDITORS

    The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors, as representatives of the stockholders. Accordingly,
the Audit Committee is expected to perform the following activities with, or as
they relate to, the independent auditors:

    6.  Review the independence and performance of the auditors and annually
       recommend to the Board of Directors the appointment of the independent
       auditors or approve any discharge of auditors when circumstances warrant.

    7.  Approve the fees and other significant compensation to be paid to the
       independent auditors.

    8.  Review and approve requests for significant management consulting
       engagements to be performed by the independent auditors' firm and be
       advised of any other significant study undertaken at the request of
       management that is beyond the scope of the audit engagement letter.

                                       2

    9.  On an annual basis, the Committee should review, and discuss with the
       independent auditors, all significant relationships the independent
       auditors have with the Company that could impair the auditors'
       independence. This review should include, without limitation, the
       following:

       1.  Receiving a formal written statement from the independent auditor
           delineating all relationships between the auditor and the Company,
           consistent with Independence Standards Board Statement No. 1.

       2.  Actively engaging in a dialog with the independent auditor with
           respect to any disclosed relationships or services that may have an
           impact on the objectivity and independence of the independent
           auditor.

    10. Review the independent auditors audit plan. This review should include a
       discussion of scope, staffing, reliance upon management and general audit
       approach.

    11. Prior to releasing the year-end earnings, discuss, out of the presence
       of management, the results of the audit with the independent auditors.
       The discussion should include the matters set forth in item 2, as well as
       the following:

       1.  The adequacy of the Company's internal controls, including
           computerized information system controls and security.

       2.  Any related significant findings and recommendations of the
           independent auditor together with management's responses to them.

       3.  The independent auditor's judgment about the quality and
           appropriateness of the Company's accounting principles as applied in
           its financial reporting. Without limiting the foregoing, the Audit
           Committee is expected to inquire as to the independent auditors'
           views about whether management's choices of accounting principles
           appear reasonable from the perspective of income, asset and liability
           recognition, and whether those principles are common practices or are
           minority practices.

    OTHER AUDIT COMMITTEE RESPONSIBILITIES

    12. Recommend to the Board of Directors whether the Company's audited
       financial statements should be included in the Company's Annual Report on
       Form 10-K for filing with the Securities and Exchange Commission.

    13. Annually prepare a report to shareholders as required by the Securities
       and Exchange Commission. The report should be included in the Company's
       proxy statement relating to the annual meeting of stockholders.

    14. Perform any other activities consistent with this Charter, the Company's
       by-laws, and governing law, as the Committee or the Board deems necessary
       or appropriate.

    15. Maintain minutes of meetings and periodically report to the Board of
       Directors on its activities.

    16. Periodically perform self-assessment of audit committee performance.

    17. Discuss and address with the independent auditors any significant issues
       relative to overall board responsibility that, in the judgment of the
       independent auditors, have been communicated to management but have not
       been adequately resolved.

    18. Periodically perform self-assessment of audit committee performance.

    19. Discuss and address with the independent auditors any significant issues
       relative to overall board responsibility that, in the judgment of the
       independent auditors, have been communicated to management but have not
       been adequately resolved.

                                       3

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law
contains provisions permitting indemnification of officers and directors of a
business corporation incorporated in Pennsylvania. Sections 1741 and 1742 of the
Pennsylvania Business Corporation Law provide that a business corporation may
indemnify any director or officer against liabilities and expenses he or she may
incur in connection with a threatened, pending or completed civil,
administrative or investigative proceeding by reason of the fact he or she is or
was a representative of the corporation or was serving at the request of the
corporation as a representative of another enterprise, provided that the person
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In general, the power to indemnify under these sections does not exist
in the case of actions against a director or officer by or in the right of the
corporation if the person otherwise entitled to indemnification shall have been
adjudged to be liable to the corporation unless it is judicially determined
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnification for
the expenses the court deems proper. Section 1743 of the Pennsylvania Business
Corporation Law provides that the corporation is required to indemnify directors
and officers against expenses they may incur in defending these actions if they
are successful on the merits or otherwise in the defense of these actions.

    Section 1746 of the Pennsylvania Business Corporation Law provides that
indemnification under the other sections of Subchapter D is not exclusive of
other rights that a person seeking indemnification may have under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, whether
or not the corporation would have the power to indemnify the person under any
other provision of law. However, Section 1746 prohibits indemnification in
circumstances where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

    Section 1747 of the Pennsylvania Business Corporation Law permits a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director or officer of the corporation, or is or was serving at the
request of the corporation as a representative of another enterprise, against
any liability asserted against that person and incurred by him or her in that
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify the person against the liability
under Subchapter D.

    Infonautics' amended and restated bylaws provide that a director shall not
be personally liable for monetary damages for any action taken or failed to be
taken unless the director has breached or failed to perform the duties of his
office and such breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. A director's criminal or tax liability is not
limited by the foregoing provision.

    Infonautics' amended and restated bylaws provide that Infonautics is
obligated to indemnify directors and officers to the fullest extent not
prohibited by law against any liability including any judgment, amount paid in
settlement, fine, penalty, cost or expense (including, without limitation,
attorneys' fees) actually and reasonably incurred in connection with any action,
suit or proceeding if such proceeding was authorized by the board of directors.

    In addition to the indemnification provided for in Infonautics amended and
restated bylaws, Infonautics has entered into indemnification agreements with
its principal executive officers and its directors to provide additional
contractual assurances regarding the scope of indemnification and to provide
additional procedural protections. Infonautics also has an insurance policy
which insures the

                                      II-1

directors and officers of Infonautics against certain liabilities which might be
incurred in connection with the performance of their duties.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

    (a) The following exhibits, as required by Item 601 of Regulation S-K, are
filed as part of this registration statement:


       
 2.1      Agreement and Plan of Merger by and among
           Infonautics, Inc., Tucows Inc. and TAC Merger Sub
           Corporation (included as annex 1 to the joint proxy
           statement/prospectus forming a part of this registration
           statement and incorporated herein by reference).

 3.1(a)   Form of Articles of Incorporation.(1)

 3.1(b)   Registrant's Proposed Second Amended and Restated Articles
           of Incorporation (included as annex 2 to the joint proxy
           statement/prospectus forming a part of this registration
           statement and incorporated herein by reference).

 3.2*     Registrant's Amended and Restated Bylaws.

 5.1*     Opinion of Morgan, Lewis & Bockius LLP regarding legality of
           the securities being registered.

 8.1*     Form of opinion of Skadden, Arps, Slate, Meagher & Flom LLP
           as to certain United States federal income tax
           consequences.

10.1      Amended and Restated 1994 Omnibus Stock Option Plan.(1)

10.2      1996 Equity Compensation Plan as amended and restated as of
           August 18, 1999.(2)

10.3      Form of Nonqualified Stock Option Agreement.(1)

10.4(a)   Employment Agreement dated September 5, 1996 between
           Infonautics, Inc. and Van Morris.(1)

10.4(b)   Amendment No. 1 to Employment Agreement dated as of
           November 4, 1996 between Infonautics, Inc. and Van
           Morris.(3)

10.5      Employment Agreement dated as of November 24, 1997 between
           Infonautics, Inc. and Gerard J. Lewis, Jr.(4)

10.6      Form of Indemnification Agreement.(1)

10.7      Consulting agreement effective as of March 1, 1993, as
           amended February 1, 1994 and February 1, 1996 between
           Infonautics, Inc. and Howard Morgan.(1)

10.8+     Master Transaction Agreement by and among
           Infonautics, Inc., Infonautics Corporation, Bell & Howell
           Company and BHIL dated July 8, 1999.(5)

10.9      First Amendment to the Master Transaction Agreement by and
           among Infonautics, Inc., Infonautics Corporation, Bell &
           Howell Company and BHIL dated September 28, 1999.(5)

10.10     Securities Purchase Agreement, dated as of February 11,
           1999, between Infonautics, Inc. and RGC International
           Investors, LDC.(6)

10.11     Registration Rights Agreement, dated as of February 11,
           1999, between Infonautics, Inc. and RGC International
           Investors, LDC.(6)




                                      II-2


       
10.12     Letter dated November 2, 1998 from RGC International
           Investors, LDC waiving certain rights under the securities
           purchase and related agreements discussed in Note 6 of the
           Notes To Consolidated Financial Statements in the Company's
           Report on Form 10-Q for the quarterly period ended
           September 30, 1998 and in Item 2, Changes in Securities, in
           the same Report on Form 10-Q.(7)

10.13     Statement with Respect to Shares for Series A Convertible
           Preferred Stock of Infonautics, Inc. with RGC International
           Investors, LDC.(8)

10.14     Securities Purchase Agreement, dated as of July 22, 1998
           between Infonautics, Inc. and RGC International Investors,
           LDC.(8)

10.15     Registration Rights Agreement dated as of July 22, 1998
           between Infonautics, Inc. and RGC International Investors,
           LDC.(8)

10.16     Stockholders Agreement dated January 10, 2000 between the
           Company, bigchalk.com, inc., BHIL, TBG Information
           Investors LLC, Core Learning Group LLC, Core Learning
           Group--BC, LLC, APA Excelsior V, L.P.., Patricof Private
           Investment Club II, L.P., Frank A. Bonsal, Jr., WS
           Investment Company 99B, Alan K. Austin, The San Domenico
           Trust, Timothy J. Sparks, and Daniel K. Yuen.(9)

10.17     Lease between American Baptist Churches USA and Infonautics
           Corporation.(10)

10.18     Amended and Restated Stockholders Agreement dated
           December 20, 2000 between the Company, bigchalk.com, inc.,
           BHIL, TBG Information Investors LLC, Core Learning
           Group--BC, LLC, APA Excelsior V, L.P., Patricof Private
           Investment Club II, L.P., Frank A. Bonsal, Jr., Softbank
           Venture, Inc., IGSB LSP I, LLC, Oberndorf Family Partners,
           L.P., and others. (11)

10.19*    Shareholder Agreement dated March 27, 2001, by and among
           Infonautics, Inc., Tucows Inc. and Marvin L. Weinberger and
           Fran Solow Weinberger.

10.20*    Stockholder Agreement dated March 27, 2001, by and between
           Infonautics, Inc., Tucows Inc. and certain stockholders of
           Tucows listed on the signature page thereto.

10.21*    Promissory Note dated April 26, 2001 from Tucows Inc. to
           Infonautics, Inc.

10.22     Employment Agreement dated May 4, 1999 between Tucows
           International Corp. and Elliot Noss.

10.23     Employment Agreement dated May 4, 1999 between Tucows.Com
           Inc. and Scott Swedorski.

10.24     Executive Compensation Agreement dated January 1, 2000
           between Tucows International Corporation and Michael
           Cooperman.

10.25     Executive Compensation Agreement dated September 5, 2000
           between Tucows International Corporation and Graham Morris.

10.26     Executive Compensation Agreement dated February 5, 2001
           between Tucows International Corporation and Supriyo Sen.

23.1*     Consent of Morgan, Lewis & Bockius LLP (included as part of
           its opinion incorporated by reference to exhibit 5.1).

23.2      Consent of PricewaterhouseCoopers LLP.

23.3      Consent of KPMG LLP with respect to bigchalk.com, inc.

23.4      Consent of KPMG LLP with respect to Tucows Inc. and the
           Tucows Division of Tucows Interactive Limited.





                                      II-3



       
23.5*     Consent of Skadden, Arps, Slate, Meagher & Flom LLP
           (included as part of its opinion incorporated by reference
           to exhibit 8.1).

23.6      Consent of Janney Montgomery Scott LLC.

24.1*     Powers of Attorney.

99.1*     Form of Proxy Card of Infonautics, Inc.

99.2*     Form of Proxy Card of Tucows Inc.

99.3*     Consent of Dennis Bennie to be named a director.

99.4*     Consent of Erez Gissen to be named a director.

99.5*     Consent of Elliot Noss to be named a director.

99.6*     Consent of Stanley Stern to be named a director.

99.7*     Consent of Robert F. Young to be named a director.

99.8      Consent of Alan Lipton to be named a director.

99.9      Consent of Tomer Kariv to be named a director.




- ------------------------

+  Portions of this exhibit have been omitted based on a grant of confidential
    treatment by the Commission. The omitted portions of the exhibit have been
    filed separately with the Commission.


  * Previously filed.


 (1) Incorporated by reference to exhibit filed with the registrant's
     Registration Statement on Form S-1 (File No. 333-2438) ("Form S-1
     Registration Statement"), as filed with the Commission on March 14, 1996.

 (2) Incorporated by reference to exhibit filed with the registrant's
     Registration Statement on Form S-8 (File No. 333-30342), as filed with the
     Commission on February 14, 2000.

 (3) Incorporated by reference to exhibit filed with the registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1996, as filed
     with the Commission on March 31, 1997.

 (4) Incorporated by reference to exhibit filed with the registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1997 as filed
     with the Commission on March 30 1998.

 (5) Incorporated by reference to exhibit filed with the registrant's Report on
     Form 8-K/A, as filed with the Commission on October 4, 1999.

 (6) Incorporated by reference to exhibit filed with the registrant's Report on
     Form 8-K, as filed with the Commission on February 24, 1999.

 (7) Incorporated by reference to exhibit filed with the registrant's Report on
     Form 10-Q for the quarterly period ended September 30, 1998, as filed with
     the Commission on November 16, 1998.

 (8) Incorporated by reference to exhibit filed with the registrant's Report on
     Form 8-K, as filed with the Commission on July 23, 1998.

 (9) Incorporated by reference to exhibit filed with the registrant's Report on
     Form 10-Q for the quarterly period ended March 31, 2000, as filed with the
     Commission on May 15, 2000.

(10) Incorporated by reference to exhibit filed with the registrant's Report on
     Form 10-Q for the quarterly period ended June 30, 2000, as filed with the
     Commission on August 14, 2000.

                                      II-4

(11) Incorporated by reference to exhibit filed with the registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 2000, as filed
     with the Commission on April 3, 2001.

ITEM 22.  UNDERTAKINGS.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

    The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

        (i) to include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;

        (ii) to reflect in the prospectus any facts or events arising after the
    effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    registration statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than 20 percent change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table in
    the effective registration statement; and

        (iii) to include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or any
    material change to such information in the registration statement.

    (2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment may be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.

    (5) That every prospectus: (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection

                                      II-5

with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

    (6) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

    (7) To supply by means of post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

                                      II-6

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of King of Prussia,
Commonwealth of Pennsylvania, on July 19, 2001.


                                                      
                                                       INFONAUTICS, INC.

                                                       By:  /s/ DAVID VAN RIPER MORRIS
                                                            -----------------------------------------
                                                            Name: David Van Riper Morris
                                                            Title: President and Chief Executive
                                                            Officer



    Pursuant to the requirements of the Securities Act of 1933 this amendment to
the registration statement has been signed by the following persons in the
capacities and on the dates indicated.




                SIGNATURE                                     TITLE                         DATE
                ---------                                     -----                         ----
                                                                                  
        /s/ DAVID VAN RIPER MORRIS
    ---------------------------------       President, Chief Executive Officer          July 19, 2001
          David Van Riper Morris            (Principal Executive Officer) and Director

         /s/ FREDERICA F. O'BRIEN
    ---------------------------------       Chief Financial Officer (Principal          July 19, 2001
           Frederica F. O'Brien             Financial and Accounting Officer)

                    *
    ---------------------------------       Director                                    July 19, 2001
            Lloyd N. Morrisett

                    *
    ---------------------------------       Director                                    July 19, 2001
             Israel J. Melman

                    *
    ---------------------------------       Director                                    July 19, 2001
             Howard L. Morgan

                    *
    ---------------------------------       Director                                    July 19, 2001
               Brian Segal



                                                                                     
*By:          /s/ DAVID VAN RIPER MORRIS
            -------------------------------
                David Van Riper Morris
                   ATTORNEY-IN-FACT



                                      II-7

                                 EXHIBIT INDEX




     EXHIBIT NO.        DESCRIPTION
- ---------------------   -----------
                     
       10.22            Employment Agreement dated May 4, 1999 between Tucows
                          International Corp. and Elliot Noss.
       10.23            Employment Agreement dated May 4, 1999 between Tucows.Com
                          Inc. and Scott Swedorski.
       10.24            Executive Compensation Agreement dated January 1, 2000
                          between Tucows International Corporation and Michael
                          Cooperman.
       10.25            Executive Compensation Agreement dated September 5, 2000
                          between Tucows International Corporation and Graham
                          Morris.
       10.26            Executive Compensation Agreement dated February 5, 2001
                          between Tucows International Corporation and Supriyo Sen.
       23.2             Consent of PricewaterhouseCoopers LLP.
       23.3             Consent of KPMG LLP with respect to bigchalk.com, inc.
       23.4             Consent of KPMG LLP with respect to Tucows Inc. and the
                          Tucows Division of Tucows Interactive Limited.
       23.6             Consent of Janney Montgomery Scott LLC.
       99.8             Consent of Alan Lipton to be named a director.
       99.9             Consent of Tomer Kariv to be named a director.

EX-10.22

                                                                   Exhibit 10.22

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT dated as of May 4th, 1999 is between Tucows International
Corp. (the "Company") and Elliot Noss (the "Executive").

RECITALS

WHEREAS:

      A.    The Company wishes to employ the Executive on the terms and
            conditions set out below.

      B.    The Executive wishes to be so employed by the Company.

            For good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

ARTICLE ONE:  TERM

1.1   EMPLOYMENT. The Company shall employ the Executive and the Executive shall
perform services on behalf of the Company as its employee as provided herein
during the Period of Active Employment.

1.2   PERIOD OF ACTIVE EMPLOYMENT. In this Employment Agreement, "Period of
Active Employment" shall mean the period beginning on or about May 4, 1999 and
terminating on the date on which the first of the following occurs:

      (i)   May 4, 2002;

      (ii)  the termination of the Executive's employment by the Company for
            cause as provided in Section 5.1 hereof;

      (iii) the Disability of the Executive; or,

      (iv)  the death of the Executive.


ARTICLE TWO:  POSITION

2.1   CAPACITY AND SERVICES. The Company shall employ the Executive in the
position of President. As such, the Executive shall perform such duties and have
such authority as may from time to time be assigned, delegated or limited by the
board of directors of the Company, consistent with such position (the "Board").
The Executive shall perform these duties in



accordance with the charter documents and by-laws of the Company, the
instructions of the Board, and Company policy.

2.2   FULL TIME AND ATTENTION. The Executive shall devote one hundred percent of
the Executive's business time to the Executive's duties hereunder, provided,
however, that the Executive may serve as a member of the board of directors of
another company if the Board, or an appropriate committee thereof, determines in
its sole discretion that such membership is not adverse to the interests of the
Company.

ARTICLE THREE:  COMPENSATION AND BENEFITS

3.1   COMPENSATION. The base salary rate of the Executive shall be
(US)$100,000.00 per year, payable bi-weekly. The Executive's base salary will be
paid in Canadian dollars, with the U.S. dollar amount of each bi-weekly
installment to be converted to Canadian dollars on the date of payment using the
rate of exchange quoted in The Toronto Globe & Mail on the date of payment. The
base salary received by the Executive shall be subject to an annual review by
the Board, as a result of which the Board, in its sole discretion may increase
this base salary rate. The Company may withhold from any amounts payable under
this Employment Agreement such federal or provincial taxes and other statutory
remittances as shall be required by law to be so withheld. The Executive shall
also be entitled to options to purchase two and one half percent (2 1/2%) of the
common shares of Tucows.com Inc., the Company's parent company (the "Parent")
(treating the Parent's convertible preferred stock as the common stock into
which it is then convertible) in accordance with the Parent's stock option plan
to be put into effect in the 1999 fiscal year. The grant of such stock options
shall be subject in all respects to the terms and conditions attached to options
granted by the Parent under its stock option plan. Ten percent (10%) of such
options shall vest on the creation of such stock option plan, and thirty percent
(30%) of such options shall vest on each of the first, second and third
anniversaries of the date hereof, unless the Executive has resigned or been
terminated for cause prior to any such date.

3.2   BENEFITS. The Company shall provide the Executive with the benefits
described in Schedule "A". The Company may, at any time and from time to time,
modify, suspend, or discontinue any or all such benefits for its employees
generally or for any group thereof, without any obligation to replace any such
modified, discontinued or suspended benefit with any other benefit, equivalent
or otherwise, or to otherwise compensate the Executive in respect thereof. Upon
the achievement by the Executive of certain performance related goals, which
shall be established by the Company and the Executive, the Company may, in its
sole discretion, pay to the Executive an annual bonus. The payment of any bonus
will be paid at a date or dates as determined by the Board.

3.3   VACATION. The Executive is entitled to take three (3) weeks paid vacation
per calendar year in accordance with the Company's policies and practices for
senior executives and subject to the needs of the Company. Any vacation not
taken during the current year can be carried over to June 30 of the following
year.



3.4   EXPENSES INCIDENTAL TO EMPLOYMENT. The Company shall reimburse the
Executive in accordance with its normal policies and practices for the
Executive's travel and other expenses or disbursements reasonably incurred or
made in connection with the Company's business.

3.5   CAR ALLOWANCE. The Company shall provide the Executive with a reasonable
car allowance.


ARTICLE FOUR:  CONFIDENTIALITY AND NON-COMPETITION

4.1   NON-COMPETITION. The Executive acknowledges that the Executive's services
are unique and extraordinary. The Executive also acknowledges that the
Executive's position will give the Executive access to confidential information
of substantial importance to the Company, the Parent and their respective
businesses. The Executive shall not, either individually or in partnership or
jointly or in conjunction with any other person, entity or organization, as
principal, agent, consultant, lender, contractor, employer, employee, investor,
shareholder or in any other manner, directly or indirectly, advise, manage,
carry on, establish, control, engage in, invest in, offer financial assistance
or services to, or permit the Executive's name or any part thereof to be used
by: (i) any business that competes with or is substantially the same as any of
the businesses conducted by the Company and the Parent on the date hereof (as
described in Schedule "B") for a period beginning on the date hereof and ending
three (3) years after the end of the Period of Active Employment (the "Existing
Business Non-Competition Period:"); and (ii) any business that competes with any
new or developed business of the Company or the Parent developed, entered into
or engaged in by the Company or the Parent in any country in which the Company
or the Parent has substantial business operations from and after the date of
this Agreement to the end of the Period of Active Employment (collectively the
"Expanded Business"), for a period beginning on the date hereof and ending six
(6) months after the end of the Period of Active Employment (the "Expanded
Business Non-Competition Period"). This section shall not restrict the Executive
from making any investment in a public company the shares of which are listed on
a stock exchange where such investment does not exceed two percent (2%) of the
issued equity shares of the public company. The three year period referred to
above shall be shortened to two years should the Company elect to terminate the
Executive's employment without cause.

4.2   OTHER EXECUTIVES, CUSTOMERS. The Executive agrees that for a period
beginning on the date hereof and ending three years after the end of the Period
of Active Employment, neither the Executive nor any entity with whom the
Executive is at the time associated, related or affiliated shall, directly or
indirectly, hire or offer to hire or entice away or in any other manner persuade
or attempt to persuade any officer, employee, agent, supplier or customer of the
Business and/or the Expanded Business to discontinue or alter any one of their
or its relationship with the Company or the Parent.

4.3   CONFIDENTIALITY. Except in the normal and proper course of the Executive's
duties hereunder, the Executive will not use for the Executive's own account or
disclose to anyone else, during or for a period of three (3) years after the
Period of Active Employment, any confidential or proprietary information or
material relating to the Company's or the Parent's operations or business which
the Executive obtains from the Company, the Parent or their respective officers



or employees, agents, suppliers or customers or otherwise by virtue of the
Executive's employment by the Company or by the Company's predecessor.
Confidential or proprietary information or material includes, without
limitation, the following types of information or material, both existing and
contemplated, regarding the Company or its Parent or affiliated or subsidiary
companies: corporate information, including contractual licensing arrangements,
plans, strategies, tactics, policies, resolutions, patent, trade-mark and trade
name applications, and any litigation or negotiations; information concerning
suppliers; marketing information, including sales, investment and product plans,
customer lists, strategies, methods, customers, prospects and market research
data; financial information, including cost and performance data, debt
arrangements, equity structure, investors and holdings; operational information,
including trade secrets; technical information, including technical drawings and
designs; and personnel information, including personnel lists, resumes,
personnel data, organizational structure and performance evaluations (other than
the Executive's own performance evaluation) (the "Confidential Information").
The Executive's obligations under this Section shall not extend to any
information which (i) is generally available to the public, (ii) corresponds to
information furnished to him by any third party having a bona fide right to do
so, or (iii) corresponds to any information furnished by the Company to any
third party on a non-confidential basis. Furthermore, the Executive may disclose
any Confidential Information to the extent required by applicable law or
regulation or by any order, degree or directive of a competent judicial,
legislative or regulatory body or authority.

4.4   RETURN OF DOCUMENTS. The Executive agrees that all documents (including,
without limitation, software and information in machine-readable form) of any
nature pertaining to activities of the Company or the Parent and their
respective affiliated, related, associated or subsidiary companies, including
Confidential Information, in the Executive's possession now or at any time
during the Period of Active Employment, are and shall be the property of the
Company and the Parent, and their respective affiliated, related, associated or
subsidiary companies, and that all such documents and all copies of them shall
be surrendered to the Company whenever requested by the Company.

4.5   OWNERSHIP OF RIGHTS. The Executive agrees to promptly and fully disclose
to the Company all writings and other works, including, but not limited to,
designs, business plans, logos, products, computer programs, software and all
inventions, know-how, trade secrets, business techniques created or developed by
him in the course of his employment and hereby acknowledges that all rights
therein shall vest in the Company as the original owner thereof, and the
Employee shall have no rights therein.

4.6   BLUE PENCIL. If any court determines that any provision contained in this
Employment Agreement including, without limitation, a restrictive covenant or
any part thereof is unenforceable because of the duration or geographical scope
of the provision or for any other reason, the duration or scope of the
provision, as the case may be, shall be reduced so that the provision becomes
enforceable and, in its reduced form, the provision shall then be enforceable
and shall be enforced.

4.7   ACKNOWLEDGEMENT. The Executive acknowledges that, in connection with the
Executive's employment by the Company, the Executive will receive or will become
eligible to



receive substantial benefits and compensation. The Executive acknowledges that
the Executive's employment by the Company and all compensation and benefits and
potential compensation and benefits to the Executive from such employment shall
be conferred by the Company upon the Executive only because and on condition of
the Executive's willingness to commit the Executive's best efforts and loyalty
to the Company, including protecting the Company's right to have its
Confidential Information protected from non-disclosure by the Executive and
abiding by the confidentiality, non-competition and other provisions herein. The
Executive understands the Executive's duties and obligations as set forth in
Section 4.1 and agrees that such duties and obligations would not unduly
restrict or curtail the Executive's legitimate efforts to earn a livelihood
following any termination of the Executive's employment with the Company. The
Executive agrees that the restrictions contained in Section 4 are reasonable and
valid and all defences to the strict enforcement thereof by the Company are
waived by the Executive. The Executive further acknowledges that irreparable
damage would result to the Company if the provisions of Sections 4.1 through 4.4
are not specifically enforced, and agrees that the Company shall be entitled to
any appropriate legal, equitable, or other remedy, including injunctive relief,
in respect of any failure or continuing failure to comply with provisions of
Sections 4.1 through 4.4.

ARTICLE FIVE:  TERMINATION AND RESIGNATION

5.1   TERMINATION FOR CAUSE. The Company may immediately terminate this
Employment Agreement at any time for cause at common law by written notice to
the Executive. If the Company terminates this Employment Agreement for cause
under this Section 5.1, the Company shall not be obligated to make any further
payments under this Employment Agreement except amounts due and owing pursuant
to Article 3 at the time of the termination.

5.2   DISABILITY. "Disability" as used in this Employment Agreement shall mean a
physical or mental incapacity of the Executive which in the reasonable opinion
of the Company's Board of Directors has prevented the Executive from performing
the essential duties customarily assigned to the Executive for one hundred and
eighty (180) days, whether or not consecutive, out of any twelve (12)
consecutive months and that in the opinion of the Board is likely to continue,
subject to any accommodation required by law. If the Executive's Period of
Active Employment terminates by reason of Disability, the Executive shall
receive, in lieu of all amounts otherwise payable hereunder (except for amounts
due and owing pursuant to Article 3 at the date of such Disability),
compensation at the Executive's base salary rate for a six (6) month period
following the date of Disability.

5.3   TERMINATION WITHOUT CAUSE. The Company may terminate the Executive's
employment without cause at any time, provided the Company continues to provide
the compensation (including stock options) to the Executive provided for herein
until May 4, 2002.

5.4   RESULTS OF TERMINATION. Upon termination of the Executive's employment
pursuant to Article 5, this Agreement and the employment of the Executive shall
be wholly terminated with the exception of the clauses specifically contemplated
to continue in full force and effect beyond the termination of this Employment
Agreement, including those set out in Article 4. The



Executive agrees and acknowledges that upon termination or resignation of the
Executive's employment pursuant to Article 5, he shall immediately resign from
any director's or officer's position which the Executive may hold with the
Company, the Parent and their respective affiliated, related, associated or
subsidiary companies.


ARTICLE SIX:  REPRESENTATIONS AND WARRANTIES

6.1   REPRESENTATIONS AND WARRANTIES. The Executive represents and warrants to
the Company that the execution and performance of this Employment Agreement will
not result in or constitute a default, breach, or violation, or an event that,
with notice or lapse of time or both, would be a default, breach, or violation,
of any understanding, agreement or commitment, written or oral, express or
implied, to which the Executive is a party or by which the Executive or the
Executive's property is bound. The Executive shall defend, indemnify and hold
the Company harmless from any liability, expense or claim (including solicitor's
fees incurred in respect thereof) by any person in any way arising out of,
relating to, or in connection with any incorrectness or breach of the
representations and warranties in this Section 6.1. The Executive acknowledges
that a breach of this Article by the Executive shall entitle the Company to
terminate the Executive's employment and this Employment Agreement for cause.


ARTICLE SEVEN:  MISCELLANEOUS COVENANTS

7.1   RIGHTS AND WAIVERS. All rights and remedies of the parties are separate
and cumulative, and none of them, whether exercised or not, shall be deemed to
be to the exclusion of any other rights or remedies or shall be deemed to limit
or prejudice any other legal or equitable rights or remedies which either of the
parties may have.

7.2   WAIVER. Any purported waiver of any default, breach or non-compliance
under this Employment Agreement is not effective unless in writing and signed by
the party to be bound by the waiver. No waiver shall be inferred from or implied
by any failure to act or delay in acting by a party in respect of any default,
breach or non-observance or by anything done or omitted to be done by the other
party. The waiver by a party of any default, breach or non-compliance under this
Employment Agreement shall not operate as a waiver of that party's rights under
this Employment Agreement in respect of any continuing or subsequent default,
breach or non-observance (whether of the same or any other nature).

7.3   SEVERABILITY. Any provision of this Employment Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of the prohibition or unenforceability and shall be
severed from the balance of this Employment Agreement, all without affecting the
remaining provisions of this Employment Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

7.4   NOTICES.



      (1)   Any notice, certificate, consent, determination or other
            communication required or permitted to be given or made under this
            Employment Agreement shall be in writing and shall be effectively
            given and made if (i) delivered personally, (ii) sent by prepaid
            courier service or mail, or (iii) sent prepaid by fax or other
            similar means of electronic communication, in each case to the
            applicable address set out below:

            (a)   if to the Company, to:

                  c/o Parman Holding Corp.
                  P.O.  Box 1002
                  1211, Geneva, Switzerland

                  and with a copy to:

                  Goodman Phillips & Vineberg
                  250 Yonge Street
                  Suite 2400
                  Toronto, Ontario
                  M5B 2M6

                  Attention:  Daniel J. Gormley
                  Fax:  (416) 979-1234

                  if to the Executive, to:

                  666 Baliot Street
                  Toronto, Ontario
                  M4S 1E7

      (2)   Any such communication so given or made shall be deemed to have been
            given or made and to have been received on the day of delivery if
            delivered, or on the day of faxing or sending by other means of
            recorded electronic communication, provided that the day in either
            event is a business day and the communication is so delivered, faxed
            or sent prior to 4:30 p.m. on that day. Otherwise, the communication
            shall be deemed to have been given and made and to have been
            received on the next following business day. Any such communication
            sent by mail shall be deemed to have been given and made and to have
            been received on the fifth business day following the mailing
            thereof; provided however that no such communication shall be mailed
            during any actual or apprehended disruption of postal services. Any
            such communication given or made in any other manner shall be deemed
            to have been given or made and to have been received only upon
            actual receipt.

      (3)   Any party may from time to time change its address under this
            Section 9.4 by notice to the other party given in the manner
            provided by this Section.



7.5   TIME OF ESSENCE. Time shall be of the essence of this Employment Agreement
in all respects.

7.6   SUCCESSORS AND ASSIGNS. The Company shall have the right to assign this
Employment Agreement to any successor, subsidiary or affiliate (whether direct
or indirect, by purchase, amalgamation, arrangement, merger, consolidation or
otherwise of all or substantially all of the business and/or assets of the
Company) provided only that the Company must first require the successor,
subsidiary or affiliate to expressly assume and agree to perform this Employment
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. The Executive by
the Executive's signature hereto expressly consents to such assignment. The
Executive shall not assign or transfer, whether absolutely, by way of security
or otherwise, all or any part of the Executive's rights or obligations under
this Employment Agreement.

7.7   AMENDMENT. No amendment of this Employment Agreement will be effective
unless made in writing and signed by the parties.

7.8   ENTIRE AGREEMENT. This Employment Agreement constitutes the entire
agreement between the parties pertaining to the subject matter of this
Employment Agreement and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written. There are no conditions,
warranties, representations or other agreements between the parties in
connection with the subject matter of this Employment Agreement (whether oral or
written, express or implied, statutory or otherwise) except as specifically set
out in this Employment Agreement.

7.9   GOVERNING LAW. This Employment Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable in that Province and shall be treated, in all respects, as an
Ontario contract. The parties hereby attorn to the non-exclusive jurisdiction of
the courts of the Province of Ontario.

7.10  HEADINGS. The division of this Employment Agreement into Sections and the
insertion of headings are for convenience or reference only and shall not affect
the construction or interpretation of this Employment Agreement.


ARTICLE EIGHT:  EXECUTIVE ACKNOWLEDGEMENT

8.1   ACKNOWLEDGEMENT.

      The Executive acknowledges that:

      (a)   the Executive has had sufficient time to review this Employment
            Agreement thoroughly;



      (b)   the Executive has read and understands the terms of this Employment
            Agreement and the obligations hereunder;

      (c)   the Executive has been given an opportunity to obtain independent
            legal advice concerning the interpretation and effect of this
            Employment Agreement; and,

      (d)   the Executive has received a fully executed counterpart copy of this
            Employment Agreement.

      IN WITNESS WHEREOF the parties have executed counterpart copies of this
Employment Agreement.

                                          /s/ Elliot Noss
- ------------------------------------      --------------------------------------
Witness                                   ELLIOT NOSS


                                          TUCOWS INTERNATIONAL CORP.

                                          Per:  /s/ Erez Aluf
                                                --------------------------------
                                                NAME:  NAME
                                                TITLE: TITLE

                                                I/WE HAVE THE AUTHORITY TO BIND
                                                THE CORPORATION




                                  SCHEDULE "A"

         BENEFITS REFERRED TO IN SECTION 3.1 OF THE EMPLOYMENT AGREEMENT

The Executive shall be entitled to benefits provided to the Company's employees
pursuant to any Benefit Plans (as that term is defined in the asset purchase
agreement dated May 4, 1999 among, INTER ALIA, the Executive and the Company) in
effect from time to time.




                                  SCHEDULE "B"

For the purposes of Section 4.1 of the Employment Agreement, the businesses are
comprised of INTER ALIA: (i) the maintenance of a web site and interactive
libraries of computer programs which can be downloaded by Internet users
throughout the world from such web site and mirror sites; (ii) the on-line sale
of software; (iii) the provision of domain services to third parties; and (iv)
the sale of "Tucows" merchandise.



July 19, 2001


Mr. Elliot Noss
President and CEO
Tucows Inc.
96 Mowat Avenue
Toronto, Ontario
M6K 3M1



Dear Elliot:

RE: EMPLOYMENT AGREEMENT

Reference is made to the Employment Agreement dated May 4, 1999 (the
"Agreement") executed by yourself and Tucows Inc. (formerly Tucows.com Inc.)
("Tucows") regarding the terms of your employment. By this letter, the parties
have agreed to revise the terms of Article 3.1 of the Agreement and to formally
acknowledge and accept the past practices between the parties.

Article 3.1 of the Agreement is accordingly deleted and replaced with the
following clause:

         3.1 COMPENSATION. The base salary rate of the Executive shall be
         Cdn.$150,000 per year payable semi-monthly. The base salary received by
         the Executive shall be subject to an annual review by the Board, as a
         result of which the Board, in its sole discretion, may increase this
         base salary rate. The Company may withhold from any amounts payable
         under this Employment Agreement such federal or state taxes or other
         statutory remittances as shall be required by law to be so withheld.
         The Executive shall also be entitled to options to purchase common
         shares of the Company in accordance with the Company's stock option
         plan. The grant of such stock options shall be subject in all respects
         to the terms and conditions attached to options granted by Company
         under its stock option plan.





                                      -2-

Save and except as outlined above, all terms and conditions agreed by the
parties in the Agreement shall remain in full force and effect. If the foregoing
meets with your approval, I ask that you indicate same by signing where
indicated below and returning a copy of this letter to the attention of the
undersigned.

Sincerely,


/s/ Brenda Lazare
- ---------------------------
Brenda Lazare
General Counsel, Tucows Inc.

/SLC



*****


AGREED AND ACCEPTED

this 19th day of July, 2001.




/s/ Elliot Noss
- -----------------------
Elliot Noss

EX-10.23

                                                                   Exhibit 10.23

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT dated as of May 4th, 1999 is between Tucows.Com Inc. the
"Company") and Scott Swedorski (the "Executive").

RECITALS

WHEREAS:

      A.    The Company wishes to employ the Executive on the terms and
            conditions set out below.

      B.    The Executive wishes to be so employed by the Company.

      For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:

ARTICLE ONE:  TERM

1.1   EMPLOYMENT. The Company shall employ the Executive and the Executive shall
perform services on behalf of the Company as its employee as provided herein
during the Period of Active Employment.

1.2   PERIOD OF ACTIVE EMPLOYMENT. In this Employment Agreement, "Period of
Active Employment" shall mean the period beginning on or about May 4, 1999 and
terminating on the date on which the first of the following occurs:

      (i)   May 4, 2002;

      (ii)  the termination of the Executive's employment by the Company for
            cause as provided in Section 5.1 hereof;

      (iii) the Disability of the Executive; or,

      (iv)  the death of the Executive.


ARTICLE TWO:  POSITION

2.1   CAPACITY AND SERVICES. The Company shall employ the Executive in the
position of Editor-in-Chief. As such, the Executive shall perform such duties
and have such authority as may from time to time be assigned, delegated or
limited by the board of directors of the



Company, consistent with such position (the "Board"). The Executive shall
perform these duties in accordance with the charter documents and by-laws of the
Company, the instructions of the Board, and Company policy.

2.2   FULL TIME AND ATTENTION. The Executive shall devote one hundred percent of
the Executive's business time to the Executive's duties hereunder, provided,
however, that the Executive may serve as a member of the board of directors of
another company if the Board, or an appropriate committee thereof, determines in
its sole discretion that such membership is not adverse to the interests of the
Company.

ARTICLE THREE:  COMPENSATION AND BENEFITS

3.1   COMPENSATION. The base salary rate of the Executive shall be
(US)$100,000.00 per year, payable bi-weekly. The base salary received by the
Executive shall be subject to an annual review by the Board, as a result of
which the Board, in its sole discretion may increase this base salary rate. The
Company may withhold from any amounts payable under this Employment Agreement
such federal or state taxes and other statutory remittances as shall be required
by law to be so withheld. The Executive shall also be entitled to options to
purchase two and one half percent (2 1/2%) of the common shares of the Company
(treating the Company's Convertible Preferred Stock as the common stock into
which it is then convertible) in accordance with the Company's stock option plan
to be put into effect in the 1999 fiscal year. The grant of such stock options
shall be subject in all respects to the terms and conditions attached to options
granted by the Company under its stock option plan. Ten percent (10%) of such
options shall vest on the creation of such stock option plan and thirty percent
(30%) of such options shall vest on each of the first, second and third
anniversaries of the date hereof, unless the Executive has resigned or been
terminated for cause prior to any such date.

3.2   BENEFITS. The Company shall provide the Executive with the benefits
described in Schedule "A". The Company may, at any time and from time to time,
modify, suspend, or discontinue any or all such benefits for its employees
generally or for any group thereof, without any obligation to replace any such
modified, discontinued or suspended benefit with any other benefit, equivalent
or otherwise, or to otherwise compensate the Executive in respect thereof. Upon
the achievement by the Executive of certain performance related goals, which
shall be established by the Company and the Executive, the Company may, in its
sole discretion, pay to the Executive an annual bonus. The payment of any bonus
will be paid at a date or dates as determined by the Board.

3.3   VACATION. The Executive is entitled to take three (3) weeks paid vacation
per calendar year in accordance with the Company's policies and practices for
senior executives and subject to the needs of the Company. Any vacation not
taken during the current year can be carried over to June 30 of the following
year.

3.4   EXPENSES INCIDENTAL TO EMPLOYMENT. The Company shall reimburse the
Executive in accordance with its normal policies and practices for the
Executive's travel and other expenses or disbursements reasonably incurred or
made in connection with the Company's business.



3.5   CAR ALLOWANCE. Until January 1, 2000, the Company shall provide the
Executive with a car allowance of 32 cents per mile. After such date, the
Company will lease a vehicle for the Executive at a cost not exceeding US$500.00
per month.


ARTICLE FOUR: CONFIDENTIALITY AND NON-COMPETITION

4.1   NON-COMPETITION. The Executive acknowledges that the Executive's services
are unique and extraordinary. The Executive also acknowledges that the
Executive's position will give the Executive access to confidential information
of substantial importance to the Company, the Parent and their respective
businesses. The Executive shall not, either individually or in partnership or
jointly or in conjunction with any other person, entity or organization, as
principal, agent, consultant, lender, contractor, employer, employee, investor,
shareholder or in any other manner, directly or indirectly, advise, manage,
carry on, establish, control, engage in, invest in, offer financial assistance
or services to, or permit the Executive's name or any part thereof to be used
by: (i) any business that competes with, or is substantially the same as, any of
the businesses conducted by the Company and its Subsidiaries on the date hereof
(as described in Schedule "B") for a period beginning on the date hereof and
ending three (3) years after the end of the Period of Active Employment (the
"Existing Business Non-Competition Period"); and (ii) any business that competes
with any new or developed business of the Company or its Subsidiaries developed,
entered into or engaged in by the Company or the Parent in any country in which
the Company or the Parent has substantial business operations from and after the
date of this Agreement to the end of the Period of Active Employment
(collectively the "Expanded Business"), for a period beginning on the date
hereof and ending six (6) months after the end of the Period of Active
Employment (the "Expanded Business Non-Competition Period"). This section shall
not restrict the Executive from making any investment in a public company the
shares of which are listed on a stock exchange where such investment does not
exceed two percent (2%) of the issued equity shares of the public company. The
three-year period referred to above shall be shortened to two years should the
Company elect to terminate the Executive's employment without cause.

4.2   OTHER EXECUTIVES, CUSTOMERS. The Executive agrees that for a period
beginning on the date hereof and ending three years after the end of the Period
of Active Employment, neither the Executive nor any entity with whom the
Executive is at the time associated, related or affiliated shall, directly or
indirectly, hire or offer to hire or entice away or in any other manner persuade
or attempt to persuade any officer, employee, agent, supplier or customer of the
Business and/or the Expanded Business to discontinue or alter any one of their
or its relationship with the Company or its subsidiaries.

4.3   CONFIDENTIALITY. Except in the normal and proper course of the Executive's
duties hereunder, the Executive will not use for the Executive's own account or
disclose to anyone else, during or for a period of three years after the Period
of Active Employment, any confidential or proprietary information or material
relating to the Company, or its subsidiaries operations or business which the
Executive obtains from the Company, or its subsidiaries or their respective
officers or employees, agents, suppliers or customers or otherwise by virtue of
the Executive's



employment by the Company or by the Company's predecessor. Confidential or
proprietary information or material includes, without limitation, the following
types of information or material, both existing and contemplated, regarding the
Company or its subsidiaries: corporate information, including contractual
licensing arrangements, plans, strategies, tactics, policies, resolutions,
patent, trade-mark and trade name applications, and any litigation or
negotiations; information concerning suppliers; marketing information, including
sales, investment and product plans, customer lists, strategies, methods,
customers, prospects and market research data; financial information, including
cost and performance data, debt arrangements, equity structure, investors and
holdings; operational information, including trade secrets; technical
information, including technical drawings and designs; and personnel
information, including personnel lists, resumes, personnel data, organizational
structure and performance evaluations (other than the Executive's own
performance evaluations) (the "Confidential Information"). The Executive's
obligations under this Section shall not extend to any information which (i) is
generally available to the public, (ii) corresponds to information furnished to
him by any third party having a bona fide right to do so, or (iii) corresponds
to any information furnished by the Company to any third party on a
non-confidential basis. Furthermore, the Executive may disclose any Confidential
Information to the extent required by applicable law or regulation or by any
order, degree or directive of a competent judicial, legislative or regulatory
body or authority.

4.4   RETURN OF DOCUMENTS. The Executive agrees that all documents (including,
without limitation, software and information in machine-readable form) of any
nature pertaining to activities of the Company or the Parent and their
respective affiliated, related, associated or subsidiary companies, including
Confidential Information, in the Executive's possession now or at any time
during the Period of Active Employment, are and shall be the property of the
Company and the Parent, and their respective affiliated, related, associated or
subsidiary companies, and that all such documents and all copies of them shall
be surrendered to the Company whenever requested by the Company.

4.5   OWNERSHIP OF RIGHTS. The Executive confirms that any and all right, title
or interest in all writings and other works, including, but not limited to,
designs, trade drafts, software reviews, logos, products, computer programs,
software, business plans, and all similar creations ("Works") created by him
during the course of his employment with the Company will be vested in the
Company as the original owner thereof. The Executive also confirms that all
Works created by him during the course of his employment with the Company shall
be the exclusive property of the Company. To this end, all Works shall be
considered "works for hire" which are owned by the Company within the meaning of
17 U.S.C. ss. 101. Should a court determine that such Works do not meet the
definition of a "work for hire" pursuant to 17 U.S.C. ss. 101, the Executive
agrees that he shall hold such Works in trust for the sole benefit of the
Company and shall execute written assignments of copyright to place legal title
in such Works in the name of the Company within five (5) business days of a
demand for execution of any such assignment by the Company.

4.6   BLUE PENCIL. If any court determines that any provision contained in this
Employment Agreement including, without limitation, a restrictive covenant or
any part thereof is unenforceable because of the duration or geographical scope
of the provision or for any other reason, the duration or scope of the
provision, as the case may be, shall be reduced so that the



provision becomes enforceable and, in its reduced form, the provision shall then
be enforceable and shall be enforced.

4.7   ACKNOWLEDGEMENT. The Executive acknowledges that, in connection with the
Executive's employment by the Company, the Executive will receive or will become
eligible to receive substantial benefits and compensation. The Executive
acknowledges that the Executive's employment by the Company and all compensation
and benefits and potential compensation and benefits to the Executive from such
employment shall be conferred by the Company upon the Executive only because and
on condition of the Executive's willingness to commit the Executive's best
efforts and loyalty to the Company, including protecting the Company's right to
have its Confidential Information protected from non-disclosure by the Executive
and abiding by the confidentiality, non-competition and other provisions herein.
The Executive understands the Executive's duties and obligations as set forth in
Section 4.1 and agrees that such duties and obligations would not unduly
restrict or curtail the Executive's legitimate efforts to earn a livelihood
following any termination of the Executive's employment with the Company. The
Executive agrees that the restrictions contained in Section 4 are reasonable and
valid and all defences to the strict enforcement thereof by the Company are
waived by the Executive. The Executive further acknowledges that irreparable
damage would result to the Company if the provisions of Sections 4.1 through 4.4
are not specifically enforced, and agrees that the Company shall be entitled to
any appropriate legal, equitable, or other remedy, including injunctive relief,
in respect of any failure or continuing failure to comply with provisions of
Sections 4.1 through 4.4.


ARTICLE FIVE: TERMINATION AND RESIGNATION

5.1   TERMINATION FOR CAUSE. The Company may immediately terminate this
Employment Agreement at any time for cause at common law by written notice to
the Executive. If the Company terminates this Employment Agreement for cause
under this Section 5.1, the Company shall not be obligated to make any further
payments under this Employment Agreement except amounts due and owing pursuant
to Article 3 at the time of the termination.

5.2   DISABILITY. "Disability" as used in this Employment Agreement shall mean a
physical or mental incapacity of the Executive which in the reasonable opinion
of the Company's Board of Directors has prevented the Executive from performing
the essential duties customarily assigned to the Executive for one hundred and
eighty (180) days, whether or not consecutive, out of any twelve (12)
consecutive months and that in the opinion of the Board is likely to continue,
subject to any accommodation required by law. If the Executive's Period of
Active Employment terminates by reason of Disability, the Executive shall
receive, in lieu of all amounts otherwise payable hereunder (except for amounts
due and owing pursuant to Article 3 at the date of such Disability),
compensation at the Executive's base salary rate for a six (6) month period
following the date of Disability.

5.3   TERMINATION WITHOUT CAUSE. The Company may at any time terminate the
Executive's employment without cause provided the Company continues to provide
the compensation (including stock options) to the Executive provided for herein
until May 4, 2002.



5.4   RESULTS OF TERMINATION. Upon termination of the Executive's employment
pursuant to Article 5, this Agreement and the employment of the Executive shall
be wholly terminated with the exception of the clauses specifically contemplated
to continue in full force and effect beyond the termination of this Employment
Agreement, including those set out in Article 4. The Executive agrees and
acknowledges that upon termination or resignation of the Executive's employment
pursuant to Article 5, he shall immediately resign from any director's or
officer's position which the Executive may hold with the Company, and its
affiliated, related, associated or subsidiary companies.

ARTICLE SIX:  REPRESENTATIONS AND WARRANTIES

6.1   REPRESENTATIONS AND WARRANTIES. The Executive represents and warrants to
the Company that the execution and performance of this Employment Agreement will
not result in or constitute a default, breach, or violation, or an event that,
with notice or lapse of time or both, would be a default, breach, or violation,
of any understanding, agreement or commitment, written or oral, express or
implied, to which the Executive is a party or by which the Executive or the
Executive's property is bound. The Executive shall defend, indemnify and hold
the Company harmless from any liability, expense or claim (including solicitor's
fees incurred in respect thereof) by any person in any way arising out of,
relating to, or in connection with any incorrectness or breach of the
representations and warranties in this Section 6.1. The Executive acknowledges
that a breach of this Article by the Executive shall entitle the Company to
terminate the Executive's employment and this Employment Agreement for cause.


ARTICLE SEVEN: MISCELLANEOUS COVENANTS

7.1   RIGHTS AND WAIVERS. All rights and remedies of the parties are separate
and cumulative, and none of them, whether exercised or not, shall be deemed to
be to the exclusion of any other rights or remedies or shall be deemed to limit
or prejudice any other legal or equitable rights or remedies which either of the
parties may have.

7.2   WAIVER. Any purported waiver of any default, breach or non-compliance
under this Employment Agreement is not effective unless in writing and signed by
the party to be bound by the waiver. No waiver shall be inferred from or implied
by any failure to act or delay in acting by a party in respect of any default,
breach or non-observance or by anything done or omitted to be done by the other
party. The waiver by a party of any default, breach or non-compliance under this
Employment Agreement shall not operate as a waiver of that party's rights under
this Employment Agreement in respect of any continuing or subsequent default,
breach or non-observance (whether of the same or any other nature).

7.3   SEVERABILITY. Any provision of this Employment Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of the prohibition or unenforceability and shall be
severed from the balance of this Employment



Agreement, all without affecting the remaining provisions of this Employment
Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction.

7.4   NOTICES.

      (1)   Any notice, certificate, consent, determination or other
            communication required or permitted to be given or made under this
            Employment Agreement shall be in writing and shall be effectively
            given and made if (i) delivered personally, (ii) sent by prepaid
            courier service or mail, or (iii) sent prepaid by fax or other
            similar means of electronic communication, in each case to the
            applicable address set out below:

            (a)   if to the Company, to:

                  c/o Parman Holding Corp.,
                  P.O. Box 1002
                  1211 Geneva, Switzerland

                  and with a copy to:

                  Goodman Phillips & Vineberg
                  250 Yonge Street
                  Suite 2400
                  Toronto, Ontario
                  M5B 2M6

                  Attention:   Daniel J. Gormley
                  Fax:  (416) 979-1234

                  if to the Executive, to:

                  1403 North Seymour
                  Flushing, Michigan  48433

      (2)   Any such communication so given or made shall be deemed to have been
            given or made and to have been received on the day of delivery if
            delivered, or on the day of faxing or sending by other means of
            recorded electronic communication, provided that the day in either
            event is a business day and the communication is so delivered, faxed
            or sent prior to 4:30 p.m. on that day. Otherwise, the communication
            shall be deemed to have been given and made and to have been
            received on the next following business day. Any such communication
            sent by mail shall be deemed to have been given and made and to have
            been received on the fifth business day following the mailing
            thereof; provided however that no such communication shall be mailed
            during any actual or apprehended disruption of postal services. Any
            such communication given or made in any other manner



            shall be deemed to have been given or made and to have been received
            only upon actual receipt.

      (3)   Any party may from time to time change its address under this
            Section 9.4 by notice to the other party given in the manner
            provided by this Section.

7.5   TIME OF ESSENCE. Time shall be of the essence of this Employment Agreement
in all respects.

7.6   SUCCESSORS AND ASSIGNS. The Company shall have the right to assign this
Employment Agreement to any successor, subsidiary or affiliate (whether direct
or indirect, by purchase, amalgamation, arrangement, merger, consolidation or
otherwise of all or substantially all of the business and/or assets of the
Company) provided only that the Company must first require the successor,
subsidiary or affiliate to expressly assume and agree to perform this Employment
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. The Executive by
the Executive's signature hereto expressly consents to such assignment. The
Executive shall not assign or transfer, whether absolutely, by way of security
or otherwise, all or any part of the Executive's rights or obligations under
this Employment Agreement.

7.7   AMENDMENT. No amendment of this Employment Agreement will be effective
unless made in writing and signed by the parties.

7.8   ENTIRE AGREEMENT. This Employment Agreement constitutes the entire
agreement between the parties pertaining to the subject matter of this
Employment Agreement and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written. There are no conditions,
warranties, representations or other agreements between the parties in
connection with the subject matter of this Employment Agreement (whether oral or
written, express or implied, statutory or otherwise) except as specifically set
out in this Employment Agreement.

7.9   GOVERNING LAW. This Employment Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan and the federal
laws of the United States of America applicable in that State and shall be
treated, in all respects, as a Michigan contract. The parties hereby attorn to
the non-exclusive jurisdiction of the courts of the State of Michigan.

7.10  HEADINGS. The division of this Employment Agreement into Sections and the
insertion of headings are for convenience or reference only and shall not affect
the construction or interpretation of this Employment Agreement.


ARTICLE EIGHT:  EXECUTIVE ACKNOWLEDGEMENT

8.1   ACKNOWLEDGEMENT.

      The Executive acknowledges that:



      (a)   the Executive has had sufficient time to review this Employment
            Agreement thoroughly;

      (b)   the Executive has read and understands the terms of this Employment
            Agreement and the obligations hereunder;

      (c)   the Executive has been given an opportunity to obtain independent
            legal advice concerning the interpretation and effect of this
            Employment Agreement; and,

      (d)   the Executive has received a fully executed counterpart copy of this
            Employment Agreement.

      IN WITNESS WHEREOF the parties have executed counterpart copies of this
Employment Agreement.

                                          /s/ Scott Swedorski
- ------------------------------            ------------------------------------
Witness                                   SCOTT SWEDORSKI


                                          TUCOWS.COM. INC.

                                          Per:  /s/ Erez Aluf
                                                ------------------------------
                                                NAME:  NAME
                                                TITLE: TITLE

                                          I/WE HAVE THE AUTHORITY TO BIND THE
                                          CORPORATION






                                  SCHEDULE "A"

         BENEFITS REFERRED TO IN SECTION 3.1 OF THE EMPLOYMENT AGREEMENT

The Executive shall be entitled to benefits provided to the Company's employees
pursuant to any Benefit Plans (as that term is defined in the asset purchase
agreement dated May 4, 1999 among, INTER ALIA, the Executive and the Company) in
effect from time to time.






                                  SCHEDULE "B"

For the purposes of Section 4.1 of the Employment Agreement, the businesses are
comprised of INTER ALIA: (i) the maintenance of a web site and interactive
libraries of computer programs which can be downloaded by Internet users
throughout the world from such web site and mirror sites; (ii) the on-line sale
of software; (iii) the provision of domain services to third parties; and (iv)
the sale of "Tucows" merchandise.




July 19, 2001

Mr. Scott Swedorski
Tucows Inc.
4100 Pier North Drive
Suite A
Flint, Michigan
48504  U.S.A.



Dear Scott:

RE: EMPLOYMENT AGREEMENT

Reference is made to the Employment Agreement dated May 4, 1999 (the
"Agreement") executed by yourself and Tucows Inc. (formerly Tucows.com Inc.)
("Tucows") regarding the terms of your employment. By this letter, the parties
have agreed to revise the terms of Article 3.1 of the Agreement and to formally
acknowledge and accept the past practices between the parties.

Article 3.1 of the Agreement is accordingly deleted and replaced with the
following clause:

         3.1 COMPENSATION. The base salary rate of the Executive shall be
         US$100,000 per year payable semi-monthly. The base salary received by
         the Executive shall be subject to an annual review by the Board, as a
         result of which the Board, in its sole discretion, may increase this
         base salary rate. The Company may withhold from any amounts payable
         under this Employment Agreement such federal or state taxes or other
         statutory remittances as shall be required by law to be so withheld.
         The Executive shall also be entitled to options to purchase common
         shares of the Company in accordance with the Company's stock option
         plan. The grant of such stock options shall be subject in all respects
         to the terms and conditions attached to options granted by Company
         under its stock option plan.





                                      -2-

Save and except as outlined above, all terms and conditions agreed by the
parties in the Agreement shall remain in full force and effect. If the foregoing
meets with your approval, I ask that you indicate same by signing where
indicated below and returning a copy of this letter to the attention of the
undersigned.

Sincerely,


/s/ Brenda Lazare
- ---------------------------
Brenda Lazare
General Counsel, Tucows Inc.

/SLC




****


AGREED AND ACCEPTED

this 19th day of July, 2001.



/s/ Scott Swedorski
- ---------------------------
Scott Swedorski

EX-10.24

                                                                   Exhibit 10.24


EXECUTIVE COMPENSATION AGREEMENT


              THIS AGREEMENT made as of the 1st day of January, 2000.

AMONG:

              TUCOWS INTERNATIONAL CORPORATION
              A corporation incorporated under the laws of the Province of
              Ontario

              (hereinafter referred to as the "Corporation")

                    OF THE FIRST PART,

              - and-

              Michael Cooperman, an individual residing in the City of Thornhill
              in the Province of Ontario.

              (Hereinafter referred to as the "Executive"),
              OF THE SECOND PART,

WHEREAS the business of the Corporation consists of the distribution of digital
content and related services on a global basis:

AND WHEREAS the Corporation wishes to retain the services of the Executive to
provide the services hereinafter described during the term hereinafter set:

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the parties
agree as follows:

1.    TERM

The Corporation shall employ the Executive for an indefinite term subject to any
termination provisions that form part of this Agreement.

2.    DUTIES


The Executive shall serve the Corporation in the capacity of Chief Financial
Officer ("CFO"). He will report to the Chief Executive Officer of the Company,
as appointed by the Board of Directors, and shall perform such duties and
exercise such powers of the position of CFO as more fully described in the job
description for CFO, attached hereto.

Without limitation of the foregoing, the Executive shall:

(a)   devote his best efforts during normal business hours to the business and
affairs of the Corporation;



(b)   perform those duties that may reasonably be assigned to the Executive
diligently and faithfully to the best of the Executive's abilities and in the
best interests of the Corporation;

(c)   use his best efforts to promote the interests and goodwill of the
Corporation; and

The Executive acknowledges that these duties supersede any previous duties or
responsibilities of the Executive under any previous contracts.


3.    REMUNERATION

The intent of this Compensation Agreement is to entitle the Executive to an
annual compensation package for his services considering the role and
performance of the Executive and the size and stage of development of
Corporation, which is equal to the higher of: a) fair market value or b) to the
extent compensation levels for comparable senior executives of the Corporation
exceed fair market value, the compensation levels of such comparable senior
executives. Such fair market compensation is to be comprised of a base salary
and annual bonuses and options and other perquisites of office, and is to be
exclusive and not considerate of share dividends and other corporate benefits
which executives receive in their capacity as shareholders.

A.    BASE SALARY:

The annual base salary payable to the Executive for his services hereunder shall
be at an annual rate of $150,000 commencing on January 1, 2000 which amount
shall be exclusive of bonuses, options, share dividends, benefits and other
compensation. The base salary shall be paid on the normal payroll cycle of the
Corporation.

B.    COMPENSATION REVIEW

The Executive's compensation shall be reviewed annually by the Compensation
Committee of the Board of Directors within three months of the Corporation's
year-end and will be effective from the year end date.

C.    BONUS STRUCTURE

In addition, the Executive will be entitled to participate as appropriate in any
bonus plan that we may institute from time to time.

D.    EMPLOYEE BENEFITS

The Executive shall be entitled to participate in all of the Corporation's
benefit plans made generally available to its senior executive employees from
time to time in accordance with the terms thereof at the Corporation's expense.
The Corporation shall also pay on behalf of the Executive, health club
membership and other fees in an amount not to exceed $1,400 annually. The
Corporation will pay the Benefit premiums excluding Long term disability.

E.    CAR ALLOWANCE AND PARKING SPACE

The Corporation shall pay to the Executive a monthly car allowance of $500 plus
taxes. The Corporation shall also provide the Executive with a parking space at
the Corporation's office in which the Executive is primarily working, at its
expense.

F.    VACATION



During the term of this Agreement, the Executive shall be entitled to four weeks
vacation. Such vacation shall be taken at a time or times acceptable to the
Corporation having regard to its operations.

G.    OPTIONS

The Executive will be granted stock options to purchase 150,000 common shares of
TUCOWS, exercisable at a strike price of $3.89 per share. The options will be
granted per the Corporation's option plan. The options shall vest in accordance
with the Corporation's option plan commencing on October 31, 2000.

If a change of control has occurred, and the Executive is terminated without
cause, then all options granted to the Executive will vest immediately.

H.    D&O INSURANCE AND INDEMNITY

The Executive will be an Officer of the Corporation and will be covered under
the Corporation's D&O insurance policy. To the extent that the corporation lacks
sufficient insurance to fully indemnify Executive (e.g. does not have E&O
insurance), the Corporation agrees that it shall indemnify the Executive with
regard to legal defense costs and liability costs. For greater certainty the
Corporation will pay the legal fees when presented with an invoice rather than
requiring Executive to pay same and claim reimbursement. The Corporation shall
have the right to choose whether or not to defend or settle and to appoint
counsel of its choice.

5.    EXPENSES

The Executive shall be reimbursed for all reasonable travel and other
out-of-pocket expenses actually and properly incurred by the Executive from time
to time in connection with carrying out his duties hereunder. For all such
expenses the Executive shall furnish to the Corporation originals of all
invoices or statements in respect of which the Executive seeks reimbursement.

6.    TERMINATION

(a)   Death or Disability

In the event of permanent disability or death of the Executive, this agreement
may be terminated by the Corporation by notice to the Executive. The Executive
is deemed to have become permanently disabled if in any year during the
employment period, because of ill health, physical or mental disability, or for
other causes beyond the control of the Executive, the Executive has been
continuously unable or unwilling or has failed to perform the Executive's duties
for 9 consecutive months. The term "any year of the employment period" means any
period of 12 consecutive months during the employment period.

(b)   For Cause

The Corporation may terminate the employment of the Executive at any time for
cause without payment of any compensation either by way of anticipated earnings
or damages of any kind or payment in lieu of notice.

(c)   Without Cause

The Corporation may terminate the employment of the Executive upon payment of:
all compensation due to date of termination (including a pro rata payment of
bonuses earned); and



a termination sum in the amount of 6 months compensation plus 1 month's
compensation for each year of service. For this purpose compensation is defined
as including, but not limited to, base salary, vacation pay, car allowance and
health club membership, and options which vest during the severance in lieu of
notice period. The Corporation shall not be entitled to provide notice in lieu
of the termination compensation. Furthermore, the termination compensation sum
is payable forthwith after termination, whether or not the Executive seeks or
finds alternative employment within any set time period after termination.
Termination compensation will be payable in equal installments over 6 months if
Executive is satisfied, in his discretion, acting reasonably, that there is
adequate security to ensure that the compensation will in fact be paid in full.

(d)   By Executive

The Executive may terminate this Agreement upon providing the Corporation with 3
months notice in writing of his intention to do so.

Continued Benefit Coverage

The Corporation will also continue to provide medical and dental coverage under
all applicable plans for the Executive and all entitled beneficiaries for the
same period.

Notice and Cure Period

In the event that the Corporation wishes to terminate the employment agreement
for cause and in the absence of fraud, the Corporation will provide the
Executive with written notice of the circumstances that entitle the Employer to
so terminate the agreement. The Executive will be given 15 days to cure or
rectify the relevant circumstances or if the circumstances cannot reasonably be
rectified in 15 days, an appropriate period.

Legal Fees for Drafting

All legal fees, including any Executive legal fees pertaining to the drafting or
interpretation, while the Executive is employed by the Corporation, of this
agreement will be at the Corporation's cost.

7.    INTELLECTUAL PROPERTY RIGHTS

The Corporation shall be the owner of all work products created by the Executive
or in which the Executive assisted in the creation during the course of his
employment with the Corporation. All intellectual property rights in such work
products, including all patents, trademarks, copyrights, trade secrets and
industrial designs, shall be the exclusive property of the Corporation.

In the event that the Executive acquires any rights or interests in the work
products or in any intellectual property rights relating to the work products,
the Executive hereby assign all such right and interests to the Corporation. The
Corporation shall have the exclusive right to obtain copyright registrations,
letters patent, industrial design registrations, trademark registrations, or any
other protection in respect of the work products and the intellectual property
rights in the work products anywhere in the world. At the expense and request of
the Corporation, the Executive shall both during and after his employment with
the corporation, execute all documents and do all other acts necessary to enable
the Corporation to protect its rights in such work products and the intellectual
property rights in the work products.

8.    NON-COMPETITION



During the term of this Agreement and for a period of 12 months from the date of
termination of this Agreement the Executive hereby covenants and agrees that:

(a)   he shall not (without the prior written consent of the Corporation) either
directly or indirectly, in any manner whatsoever, including, without limitation,
either individually or in partnership or jointly, or in conjunction with any
other person as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the principal business carried on by the
Company as of the date of this Agreement (a "Competitive Business"), or be
concerned with or interested in or lend money to, guarantee the debts or
obligations of or permit his or its name or any part thereof to be used by any
person engaged or concerned with or interested in a Competitive Business within
Canada or the United States; and

(b)   that he or it will not (without the prior written consent of the
Corporation), (i) divulge to any person the name of any customer or client of
the Corporation; (ii) knowingly solicit, interfere with or endeavor to entice
away from the Corporation any customer, client or any person in the habit of
dealing with the Corporation; and (iii) interfere with or knowingly entice away
or otherwise attempt to obtain the withdrawal of any employee of the
Corporation.

The Corporation may apply for or have an injunction restraining breach or
threatened breach of the covenants herein contained.

If the Executive has been terminated without cause then period

9.    CONFIDENTIALITY

The Executive acknowledges and agrees that:

(a)   in the course of performing his duties and responsibilities as an officer
and employee of the Corporation, he has had and will continue to have access to,
and has been and will be entrusted with, detailed confidential information and
trade secrets (printed or otherwise) concerning past, present, future and
contemplated products, services, operations and marketing techniques and
procedures of the Corporation and its subsidiaries, including, without
limitation, information relating to addresses, preferences, needs and
requirements of past, present and prospective clients, customers, suppliers, the
disclosure of any of which to competitors of the Corporation or to the general
public, or the use of same by the Executive or any competitor of the Corporation
or any of its subsidiaries, would be highly detrimental to the Corporation's
interests;

(b)   in the course of performing his duties and responsibilities for the
Corporation, the Executive has been and will continue in the future to be a
representative of the Corporation to its customers, clients, and suppliers, and
as such, has had and will continue in the future to have significant
responsibility for maintaining and enhancing the goodwill of the Corporation
with such customers, clients and suppliers and would not have, except by virtue
of his employment with the Corporation, developed a close and direct
relationship with the customers, clients and suppliers of the Corporation;

(c)   the Executive, as an officer of the Corporation, owes fiduciary duties to
the Corporation, including the duty to act in the best interests of the
Corporation, and to disclose any conflicts of interest or potential conflicts of
interest in writing to the Corporation; and

(d)   the Corporation is entitled to protect, by way of injunction or otherwise;

i)    the right to maintain the confidentiality of the Trade Secrets;



ii)   the right to preserve the goodwill of the Corporation; and

iii)  the right to the benefit of any relationships that have developed between
the Executive and the customers, clients and suppliers of the Corporation by
virtue of the Executive's employment with the Corporation,

All of which constitute proprietary rights exclusive to the Corporation.

10.   NO ASSIGNMENT

The Executive may not assign, pledge or encumber the Executive's interest in
this agreement nor assign any of the rights or duties of the Executive under
this agreement without the prior written consent of the Corporation.

11.   SEVERABILITY

If any provision of this agreement, including the breadth or scope of such
provision, shall be held by any court of competent jurisdiction to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the validity or enforceability of the remaining provisions of this
agreement and such remaining provisions, or part thereof, shall remain
enforceable and binding.

12.   GOVERNING LAW

This agreement shall be governed in accordance with the laws of the Province of
Ontario.

13.   SUCCESSORS

This agreement shall be binding on and enure to be benefit of the successors and
assigns of the Corporation and the heirs, executors, personal legal
representatives and permitted assigns of the Executive.

14.   NOTICES

Any notice or other communication required or permitted to be given hereunder
shall be in writing and either delivered by hand or mailed by prepaid registered
mail. At any time other than during a general discontinuance of postal service
due to strike, lock-out or otherwise, a notice so mailed shall be deemed to have
been received three (3) business days after the postmarked date thereof or, if
delivered by hand, shall be deemed to have been received at the time it is
delivered. If there is a general discontinuance of postal service due to strike,
lock-out or otherwise, a notice sent by prepaid registered mail shall be deemed
to have been received three (3) business days after the resumption of postal
service. Notices shall be addressed as follows:

(a)   If to the Corporation:

Tucows International Corporation
96 Mowat Avenue
Toronto, Ontario
M6K 3M1

(b)   If to the Executive:

Mr. Michael Cooperman
72 Lunau Lane
Thornhill, Ontario, L3T 5N4




15.   LEGAL ADVICE

The Executive hereby represents and warrants to the Corporation and acknowledges
and agrees that he had the opportunity to seek, and was not prevented nor
discouraged by the Corporation from seeking independent legal advice, prior to
the execution and delivery of this agreement and that, in the event that he did
not avail himself of that opportunity prior to signing this agreement, he did so
voluntarily without any undue pressure agrees that his failure to obtain
independent legal advice shall not be used by him as a defense to the
enforcement of his obligations under this Agreement.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of
the date first above written.

           TUCOWS INTERNATIONAL CORPORATION



      Per:   /s/ Elliot Noss
             ---------------------------------
         Elliot Noss - Chief Executive Officer

      /s/ Michael Cooperman
      ----------------------------------------
      Michael Cooperman

EX-10.25

                                                                   Exhibit 10.25


EXECUTIVE COMPENSATION AGREEMENT


              THIS AGREEMENT made as of the 5th day of September, 2000.

AMONG:

              TUCOWS INTERNATIONAL CORPORATION
              A corporation incorporated under the laws of the Province of
              Ontario

              (hereinafter referred to as the "Corporation")

                    OF THE FIRST PART,

              - and-

              Graham Morris, an individual residing in the City of Toronto in
              the Province of Ontario.

              (Hereinafter referred to as the "Executive"),
              OF THE SECOND PART,

WHEREAS the business of the Corporation consists of the distribution of digital
content and related services on a global basis:

AND WHEREAS the Corporation wishes to retain the services of the Executive to
provide the services hereinafter described during the term hereinafter set:

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the parties
agree as follows:

1.    TERM

The Corporation shall employ the Executive for an indefinite term subject to any
termination provisions that form part of this Agreement.

2.    DUTIES


The Executive shall serve the Corporation in the capacity of Executive Vice
President Content. He will report to the Chief Executive Officer of the Company,
as appointed by the Board of Directors, and shall perform such duties and
exercise such powers of the position of Executive Vice President content as more
fully described in job description given by the Chief Executive Officer.

Without limitation of the foregoing, the Executive shall:

(a)   devote his best efforts during normal business hours to the business and
affairs of the Corporation;



(b)   perform those duties that may reasonably be assigned to the Executive
diligently and faithfully to the best of the Executive's abilities and in the
best interests of the Corporation;

(c)   use his best efforts to promote the interests and goodwill of the
Corporation; and

The Executive acknowledges that these duties supersede any previous duties or
responsibilities of the Executive under any previous contracts.

3.    REMUNERATION

A.    BASE SALARY:

The annual base salary payable to the Executive for his services hereunder shall
be at an annual rate of $150,000 commencing on September 5th, 2000 which amount
shall be exclusive of bonuses, options, share dividends, benefits and other
compensation. The base salary shall be paid on the normal payroll cycle of the
Corporation.

B.    COMPENSATION REVIEW

The Executive's compensation shall be reviewed annually by the Compensation
Committee of the Board of Directors within three months of the Corporation's
year-end and will be effective from the year end date.

C.    BONUS STRUCTURE

In addition, the Executive will be entitled to receive a bonus of twenty five
thousand dollars ($25,000) for a mutually agreed upon objective that will be
articulated at the time of hire.

D.    EMPLOYEE BENEFITS

The Executive shall be entitled to participate in all of the Corporation's
benefit plans made generally available to its senior executive employees from
time to time in accordance with the terms thereof at the Corporation's expense.

E.    CAR ALLOWANCE AND PARKING SPACE

The Corporation shall pay to the Executive a monthly car allowance of $500 plus
taxes. The Corporation shall also provide the Executive with a parking space at
the Corporation's office in which the Executive is primarily working, at its
expense.

F.    VACATION

During the term of this Agreement, the Executive shall be entitled to four weeks
vacation. Such vacation shall be taken at a time or times acceptable to the
Corporation having regard to its operations.

G.    OPTIONS

The Executive will be granted stock options to purchase 300,000 common shares of
TUCOWS, exercisable at a strike price of three dollars and sixteen cents ($3.10)
per share. The options will be granted per the Corporation's option plan. The
options shall vest in accordance with the Corporation's option plan commencing
on September 5th, 2001. If a change of control has occurred, and the Executive
is terminated without cause, then all options granted to the Executive will vest
immediately.



H.    D&O INSURANCE AND INDEMNITY

The Executive will be an Officer of the Corporation and will be covered under
the Corporation's D&O insurance policy. To the extent that the corporation lacks
sufficient insurance to fully indemnify Executive (e.g. does not have E&O
insurance), the Corporation agrees that it shall indemnify the Executive with
regard to legal defense costs and liability costs. For greater certainty the
Corporation will pay the legal fees when presented with an invoice rather than
requiring Executive to pay same and claim reimbursement. The Corporation shall
have the right to choose whether or not to defend or settle and to appoint
counsel of its choice.

5.    EXPENSES

The Executive shall be reimbursed for all reasonable travel and other
out-of-pocket expenses actually and properly incurred by the Executive from time
to time in connection with carrying out his duties hereunder. For all such
expenses the Executive shall furnish to the Corporation originals of all
invoices or statements in respect of which the Executive seeks reimbursement.

6.    TERMINATION

(a)   Death or Disability

In the event of permanent disability or death of the Executive, this agreement
may be terminated by the Corporation by notice to the Executive. The Executive
is deemed to have become permanently disabled if in any year during the
employment period, because of ill health, physical or mental disability, or for
other causes beyond the control of the Executive, the Executive has been
continuously unable or unwilling or has failed to perform the Executive's duties
for 9 consecutive months. The term "any year of the employment period" means any
period of 12 consecutive months during the employment period.

(b)   For Cause

The Corporation may terminate the employment of the Executive at any time for
JUST cause without payment of any compensation either by way of anticipated
earnings or damages of any kind or payment in lieu of notice.

(c)   Without Cause

ABSENT JUST CAUSE, the Corporation may terminate the employment of the Executive
upon payment of: all compensation due to date of termination (including a pro
rata payment of bonuses earned); and a termination sum in the amount of 6 months
compensation, IF TERMINATION OCCURS WITHIN THE FIRST 18 MONTHS. In the event
that the employment of the Executive is terminated after he has served with the
Company in excess of 18 months, the Executive shall receive an additional four
(4) weeks salary for each additional year of service with the Company. Said
severance shall be calculated on a pro rata basis for periods of less than
twelve (12) months. For this purpose compensation is defined as including, but
not limited to, base salary, vacation pay, car allowance, and options which vest
during the severance in lieu of notice period. The Corporation shall not be
entitled to provide notice in lieu of the termination compensation. Furthermore,
the termination compensation sum is payable forthwith after termination, whether
or not the Executive seeks or finds alternative employment within any set time
period after termination. Termination compensation will be payable in equal
installments over 6 months if Executive is satisfied, in his discretion, acting
reasonably, that there is adequate security to ensure that the compensation will
in fact be paid in full.



(d)   By Executive

The Executive may terminate this Agreement upon providing the Corporation with 3
months notice in writing of his intention to do so.

Continued Benefit Coverage

The Corporation will also continue to provide medical and dental coverage under
all applicable plans for the Executive and all entitled beneficiaries for the
same period.

Notice and Cure Period

In the event that the Corporation wishes to terminate the employment agreement
for cause and in the absence of fraud, the Corporation will provide the
Executive with written notice of the circumstances that entitle the Employer to
so terminate the agreement. The Executive will be given 15 days to cure or
rectify the relevant circumstances or if the circumstances cannot reasonably be
rectified in 15 days, an appropriate period.

Legal Fees for Drafting

All legal fees, including any Executive legal fees pertaining to the drafting or
interpretation, while the Executive is employed by the Corporation, of this
agreement will be at the Corporation's cost.

7.    INTELLECTUAL PROPERTY RIGHTS

The Corporation shall be the owner of all work products created by the Executive
or in which the Executive assisted in the creation during the course of his
employment with the Corporation. All intellectual property rights in such work
products, including all patents, trademarks, copyrights, trade secrets and
industrial designs, shall be the exclusive property of the Corporation.

In the event that the Executive acquires any rights or interests in the work
products or in any intellectual property rights relating to the work products,
the Executive hereby assign all such right and interests to the Corporation. The
Corporation shall have the exclusive right to obtain copyright registrations,
letters patent, industrial design registrations, trademark registrations, or any
other protection in respect of the work products and the intellectual property
rights in the work products anywhere in the world. At the expense and request of
the Corporation, the Executive shall both during and after his employment with
the corporation, execute all documents and do all other acts necessary to enable
the Corporation to protect its rights in such work products and the intellectual
property rights in the work products.

8.    NON-COMPETITION

During the term of this Agreement and for a period of 12 months from the date of
termination of this Agreement, and only where compensation is paid to
theExecutive pursuant to para. 6 (c), the Executive hereby covenants and agrees
that:

(a)   he shall not (without the prior written consent of the Corporation) either
directly or indirectly, in any manner whatsoever, including, without limitation,
either individually or in partnership or jointly, or in conjunction with any
other person as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the principal business carried on by the
Company as of the date of this Agreement (a "Competitive Business"), or be
concerned with or interested in or lend money to, guarantee the debts or
obligations of or permit



his or its name or any part thereof to be used by any person engaged or
concerned with or interested in a Competitive Business within Canada or the
United States; and

(b)   that he or it will not (without the prior written consent of the
Corporation), (i) divulge to any person the name of any customer or client of
the Corporation; (ii) knowingly solicit, interfere with or endeavor to entice
away from the Corporation any customer, client or any person in the habit of
dealing with the Corporation; and (iii) interfere with or knowingly entice away
or otherwise attempt to obtain the withdrawal of any employee of the
Corporation.

The Corporation may apply for or have an injunction restraining breach or
threatened breach of the covenants herein contained.

If the Executive has been terminated without cause then period

9.    CONFIDENTIALITY

The Executive acknowledges and agrees that:

(a)   in the course of performing his duties and responsibilities as an officer
and employee of the Corporation, he has had and will continue to have access to,
and has been and will be entrusted with, detailed confidential information and
trade secrets (printed or otherwise) concerning past, present, future and
contemplated products, services, operations and marketing techniques and
procedures of the Corporation and its subsidiaries, including, without
limitation, information relating to addresses, preferences, needs and
requirements of past, present and prospective clients, customers, suppliers, the
disclosure of any of which to competitors of the Corporation or to the general
public, or the use of same by the Executive or any competitor of the Corporation
or any of its subsidiaries, would be highly detrimental to the Corporation's
interests;

(b)   in the course of performing his duties and responsibilities for the
Corporation, the Executive has been and will continue in the future to be a
representative of the Corporation to its customers, clients, and suppliers, and
as such, has had and will continue in the future to have significant
responsibility for maintaining and enhancing the goodwill of the Corporation
with such customers, clients and suppliers and would not have, except by virtue
of his employment with the Corporation, developed a close and direct
relationship with the customers, clients and suppliers of the Corporation;

(c)   the Executive, as an officer of the Corporation, owes fiduciary duties to
the Corporation, including the duty to act in the best interests of the
Corporation, and to disclose any conflicts of interest or potential conflicts of
interest in writing to the Corporation; and

(d)   the Corporation is entitled to protect, by way of injunction or otherwise;

i)    the right to maintain the confidentiality of the Trade Secrets;

ii)   the right to preserve the goodwill of the Corporation; and

iii)  the right to the benefit of any relationships that have developed between
the Executive and the customers, clients and suppliers of the Corporation by
virtue of the Executive's employment with the Corporation,

All of which constitute proprietary rights exclusive to the Corporation.

10.   NO ASSIGNMENT



The Executive may not assign, pledge or encumber the Executive's interest in
this agreement nor assign any of the rights or duties of the Executive under
this agreement without the prior written consent of the Corporation.

11.   SEVERABILITY

If any provision of this agreement, including the breadth or scope of such
provision, shall be held by any court of competent jurisdiction to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the validity or enforceability of the remaining provisions of this
agreement and such remaining provisions, or part thereof, shall remain
enforceable and binding.

12.   GOVERNING LAW

This agreement shall be governed in accordance with the laws of the Province of
Ontario.

13.   SUCCESSORS

This agreement shall be binding on and enure to be benefit of the successors and
assigns of the Corporation and the heirs, executors, personal legal
representatives and permitted assigns of the Executive.

14.   NOTICES

Any notice or other communication required or permitted to be given hereunder
shall be in writing and either delivered by hand or mailed by prepaid registered
mail. At any time other than during a general discontinuance of postal service
due to strike, lock-out or otherwise, a notice so mailed shall be deemed to have
been received three (3) business days after the postmarked date thereof or, if
delivered by hand, shall be deemed to have been received at the time it is
delivered. If there is a general discontinuance of postal service due to strike,
lock-out or otherwise, a notice sent by prepaid registered mail shall be deemed
to have been received three (3) business days after the resumption of postal
service. Notices shall be addressed as follows:

(a)   If to the Corporation:

Tucows International Corp
96 Mowat Avenue
Toronto, Ontario
M6K 3M1

(b)   If to the Executive:

Mr. Graham Morris
9 Tudor Gate
Toronto, M2L 1N3







15.   LEGAL ADVICE

The Executive hereby represents and warrants to the Corporation and acknowledges
and agrees that he had the opportunity to seek, and was not prevented nor
discouraged by the Corporation from seeking independent legal advice, prior to
the execution and delivery of this agreement and that, in the event that he did
not avail himself of that opportunity prior to signing this agreement, he did so
voluntarily without any undue pressure agrees that his failure to obtain
independent legal advice shall not be used by him as a defense to the
enforcement of his obligations under this Agreement.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of
the date first above written.

           TUCOWS INTERNATIONAL CORPORATION



      Per:   /s/ Elliot Noss
             ---------------------------------------
             Elliot Noss - Chief Executive Officer

      /s/ Graham Morris
      ----------------------------------------------
      Graham Morris

EX-10.26

                                                                   Exhibit 10.26



EXECUTIVE COMPENSATION AGREEMENT

              THIS AGREEMENT made as of the 5th day of February 2001.

AMONG:

              TUCOWS INTERNATIONAL CORPORATION
              A corporation incorporated under the laws of the Province of
              Ontario

              (hereinafter referred to as the "Corporation")

                    OF THE FIRST PART,

              - and-

              Supriyo Sen, an individual residing in the City of Los Altos in
              the State of California (Hereinafter referred to as the
              "Executive"),

              OF THE SECOND PART,

WHEREAS the business of the Corporation consists of the distribution of digital
content and related services on a global basis:

AND WHEREAS the Corporation wishes to retain the services of the Executive to
provide the services hereinafter described during the term hereinafter set:

NOW THEREFORE THER AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the parties
agree as follows:

1.    TERM

The Corporation shall employ the Executive for an indefinite term subject to any
termination provisions that form part of this Agreement.

2.    DUTIES

The Executive shall serve the Corporation in the capacity of Chief Technology
Officer. He will report to the Chief Executive Officer of the Company, as
appointed by the Board of Directors, and shall perform such duties and exercise
such powers of the position of Chief Technology Officer as more fully described
in the job description for Chief Technology Officer, attached hereto. It is also
agreed that the duties of the Chief Technology Officer will be reviewed after
six months in order to ensure that the role continues to provide a full
challenge to the Executive.

Without limitation of the foregoing, the Executive shall:

(a)   devote his best efforts during normal business hours to the business and
      affairs of the Corporation;



(b)   perform those duties that may reasonably be assigned to the Executive
      diligently and faithfully to the best of the Executive's abilities and in
      the best interests of the Corporation;

(c)   use his best efforts to promote the interests and goodwill of the
      Corporation; and

The Executive acknowledges that these duties supersede any previous duties or
responsibilities of the Executive under any previous contracts.

3.    REMUNERATION

A.    BASE SALARY

The annual base salary payable to the Executive for her services hereunder shall
be at an annual rate of US$125,000 commencing on February 5th which amount shall
be exclusive of bonuses, options, share dividends, benefits and any other
compensation. The base salary shall be paid on the normal payroll cycle of the
Corporation.

B.    COMPENSATION REVIEW

The Executive's compensation shall be reviewed annually by the Compensation
Committee of the Board of Directors within three months of the Corporation's
year-end and will be effective from the year end date.

C.    BONUS STRUCTURE

In addition, the Executive will be entitled to a minimum bonus of US$25,500 the
first 50% which will be payable after the completion of six months of continuous
service for the completion of objectives as agreed to by the Chief Executive
Officer. The remaining 50% will be payable after the completion of 12 months of
continuous service for the completion of objectives as agreed to by the Chief
Executive Officer.

D.    EMPLOYEE BENEFITS

The Executive shall be entitled to participate in all of the Corporation's
benefit plans made generally available to its senior executive employees from
time to time in accordance with the terms thereof at the Corporation's expense.
The Corporation will pay the Benefit premiums excluding long term disability.
Eligibility for Benefits will commence at the start date of his contract.

E.    PARKING SPACE

The Corporation shall provide the Executive with a parking space at the
Corporation's office in which the Executive is primarily working, at its
expense.

F.    VACATION

During the term of this Agreement, the Executive shall be entitled to four weeks
vacation. Such vacation shall be taken at a time or times acceptable to the
Corporation having regard to its operations.

G.    OPTIONS

The Executive will be granted stock options to purchase 280,000 common shares of
TUCOWS, exercisable at $2.42U.S. The options will be granted per the
Corporation's option plan. The options shall vest in accordance with the
Corporation's option plan, with 25% of the options vesting after one year of
service and the remainder vesting on



a monthly basis after that.

If a change of control has occurred, and the Executive is terminated without
cause, then all options granted to the Executive will vest immediately.

H.    D&O INSURANCE AND INDEMNITY

The Executive will be an Officer of the Corporation and will be covered under
the Corporation's D&O insurance policy. To the extent that the corporation lacks
sufficient insurance to fully indemnify Executive (e.g. does not have E&O
insurance), the Corporation agrees that it shall indemnify the Executive with
regard to legal defense costs and liability costs. For greater certainty the
Corporation will pay the legal fees when presented with an invoice rather than
requiring Executive to pay same and claim reimbursement. The Corporation shall
have the right to choose whether or not to defend or settle and to appoint
counsel of its choice.

I.    SIGNING BONUS

The Executive will receive a signing bonus in the amount of US$ 50,000. payable
in equal installments over a 24 month period.

5.    EXPENSES

The Executive shall be reimbursed for all reasonable travel and other
out-of-pocket expenses actually and properly incurred by the Executive from time
to time in connection with carrying out his duties hereunder. For all such
expenses the Executive shall furnish to the Corporation originals of all
invoices or statements in respect of which the Executive seeks reimbursement.

The Executive will also be reimbursed for all reasonable moving and relocation
expenses.

6.    TERMINATION

(a)   Death or Disability

In the event of permanent disability or death of the Executive, the agreement
may be terminated by the Corporation by notice to the Executive. The Executive
is deemed to have become permanently disabled if in any year during the
employment period, because of ill health, physical or mental disability, or for
other causes beyond the control of the Executive, the Executive has been
continuously unable or unwilling or has failed to perform the Executive's duties
for 9 consecutive months. The term "any year of the employment period" means any
period of 12 consecutive months during the employment period.

(b)   For Cause

The Corporation may terminate the employment of the Executive at any time for
cause without payment of any compensation either by way of anticipated earnings
or damages of any kind or payment in lieu of notice.

(c)   Without Cause



The Corporation may terminate the employment of the Executive upon payment of:
all compensation due to date of termination (including a pro rata payment of
bonuses earned); and a termination sum in the amount of 6 months compensation
plus 1 month's compensation for each year of service. For this purpose
compensation is defined as including, but not limited to, base salary, vacation
pay, bonus pay and options which vest during the severance in lieu of notice
period. The Corporation shall not be entitled to provide notice in lieu of the
termination compensation. Furthermore, the termination compensation sum is
payable forthwith after termination, whether or not the Executive seeks or finds
alternative employment within any set time period after termination. Termination
compensation will be payable in equal installments over 6 months if Executive is
satisfied, in his discretion, acting reasonably, that there is adequate security
to ensure that the compensation will in fact be paid in full. Health and Dental
benefits will be continued throughout the notice and severance period. The
Executive will also have the opportunity to convert his Life Insurance benefit.

(d)   By Executive

The Executive may terminate this Agreement upon providing the Corporation with 3
months notice in writing of his intention to do so.

(e)   Continued Benefit Coverage

The Corporation will also continue to provide medical and dental coverage under
all applicable plans for the Executive and all entitled beneficiaries for the
same period.

(f)   Notice and Cure Period

In the event that the Corporation wishes to terminate the employment agreement
for cause and in the absence of fraud, the Corporation will provide the
Executive with written notice of the circumstances that entitle the Employer to
so terminate the agreement. The Executive will be given 15 days to cure or
rectify the relevant circumstances or if the circumstances cannot reasonably be
rectified in 15 days, an appropriate period.

(g)   Legal Fees for Drafting

All legal fees, including any Executive legal fees pertaining to the drafting or
interpretation, while the Executive is employed by the Corporation, of this
agreement will be at the Corporation's cost.

7.    INTELLECTUAL PROPERTY RIGHTS

The Corporation shall be the owner of all work products created by the Executive
or in which the Executive assisted in the creation during the course of his
employment with the Corporation. All intellectual property rights in such work
products, including all patents, trademarks, copyrights, trade secrets and
industrial designs, shall be the exclusive property of the Corporation.

In the event that the Executive acquires any rights or interests in the work
products or in any intellectual property rights relating to the work products,
the Executive hereby assign all such right and interests to the Corporation. The
Corporation shall have the exclusive right to obtain copyright registrations,
letters patent, industrial design registrations, trademark registrations, or any
other protection in respect of the work products and the intellectual property
rights in the work products anywhere in the world. At the expense and request of
the Corporation, the Executive shall both during and after her employment with
the corporation, execute all documents and do all other acts necessary to enable
the Corporation to protect its rights in such work products and the intellectual
property rights in the work products.

8.    NON-COMPETITION



During the term of this agreement and for a period of 12 months from the date of
termination of this Agreement the Executive hereby covenants and agrees that:

(a)   He shall not (without the prior written consent of the Corporation) either
directly or indirectly, in any manner whatsoever, including, without limitation,
either individually or in partnership or jointly, or in conjunction with any
other person as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the principal business carried on by the
Company as of the date of this Agreement (a "Competitive Business"), or be
concerned with or interested in or lend money to, guarantee the debts or
obligations of or permit his or its name or any part thereof to be used by any
person engaged or concerned with or interested in a Competitive Business within
Canada or the United States; and

(b)   that he or it will not (without the prior written consent of the
Corporation), (i) divulge to any person the name of any customer or client of
the Corporation; (ii) knowingly solicit, interfere with or endeavor to entice
away from the Corporation any customer, client or any person in the habit of
dealing with the Corporation; and (iii) interfere with or knowingly entice away
or otherwise attempt to obtain the withdrawal of any employee of the
Corporation.

The Corporation may apply for or have an injunction restraining breach or
threatened breach of the covenants herein contained.

9.    CONFIDENTIALITY

The Executive acknowledges and agrees that:

(a)   in the course of performing his duties and responsibilities as an officer
and employee of the Corporation, he has had and will continue to have access to,
and has been and will be entrusted with, detailed confidential information and
trade secrets (printed or otherwise) concerning past, present, future and
contemplated products, services, operations and marketing techniques and
procedures of the Corporation and its subsidiaries, including, without
limitation, information relating to addresses, preferences, needs and
requirements of past, present and prospective clients, customers, suppliers, the
disclosure of any of which to competitors of the Corporation or to the general
public, or the use of same by the Executive or any competitor of the Corporation
or any of its subsidiaries, would be highly detrimental to the Corporation's
interests;

(b)   in the course of performing his duties and responsibilities for the
Corporation, the Executive has been and will continue in the future to be a
representative of the Corporation to its customers, clients, and suppliers, and
as such, has had and will continue in the future to have significant
responsibility for maintaining and enhancing the goodwill of the Corporation
with such customers, clients and suppliers and would not have, except by virtue
of his employment with the Corporation, developed a close and direct
relationship with the customers, clients and suppliers of the Corporation;

(c)   the Executive, as an officer of the Corporation, owes fiduciary duties to
the Corporation, including the duty to act in the best interests of the
Corporation, and to disclose any conflicts of interest or potential conflicts of
interest in writing to the Corporation; and

(d)   the Corporation is entitled to protect, by way of injunction or otherwise;

i)    the right to maintain the confidentiality of the Trade Secrets;

ii)   the right to preserve the goodwill of the Corporation; and



iii)  the right to the benefit of any relationships that have developed between
the Executive and the customers, clients and suppliers of the Corporation by
virtue of the Executive's employment with the Corporation,

All of which constitute proprietary rights exclusive to the Corporation.

10.   NO ASSIGNMENT

The Executive may not assign, pledge or encumber the Executive's interest in
this agreement nor assign any of the rights or duties of the Executive under
this agreement without the prior written consent of the Corporation.

11.   SEVERABILITY

If any provision of this agreement, including the breadth or scope of such
provision, shall be held by any court of competent jurisdiction to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the validity or enforceability of the remaining provisions of this
agreement and such remaining provisions, or part thereof, shall remain
enforceable and binding.

12.   GOVERNING LAW

This agreement shall be governed in accordance with the laws of the Province of
Ontario.

13.   SUCCESSORS

This agreement shall be binding on and enure to be benefit of the successors and
assigns of the Corporation and the heirs, executors, personal legal
representatives and permitted assigns of the Executive.

14.   NOTICES

Any notice or other communication required or permitted to be given hereunder
shall be in writing and either delivered by hand or mailed by prepaid registered
mail. At any time other than during a general discontinuance of postal service
due to strike, lock-out or otherwise, a notice so mailed shall be deemed to have
been received three (3) business days after the postmarked date thereof or, if
delivered by hand, shall be deemed to have been received at the time it is
delivered. If there is a general discontinuance of postal service due to strike,
lock-out or otherwise, a notice sent by prepaid registered mail shall be deemed
to have been received three (3) business days after the resumption of postal
service. Notices shall be addressed as follows:

(a)   If to the Corporation:

Tucows International Corp.
96 Mowat Avenue
Toronto, Ontario
M6K 3M1

(b)   If to the Executive:

Supriyo Sen
1244 Stanwirth Court
Los Altos, CA 94024
USA







15.   LEGAL ADVICE

The Executive hereby represents and warrants to the Corporation and acknowledges
and agrees that he had the opportunity to seek, and was not prevented nor
discouraged by the Corporation from seeking independent legal advice, prior to
the execution and delivery of this agreement and that, in the event that he did
not avail himself of that opportunity prior to signing this agreement, he did so
voluntarily without any undue pressure agrees that his failure to obtain
independent legal advice shall not be used by him as a defense to the
enforcement of his obligations under this Agreement.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of
the date first above written.

           TUCOWS INTERNATIONAL CORPORATION



      Per:   /s/ Elliot Noss
             ---------------------------------
         Elliot Noss - Chief Executive Officer



      /s/ Supriyo Sen
      ----------------------------------------
      Supriyo Sen - Chief Technology Officer

EX-23.2

                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Infonautics, Inc. of our report dated February 16, 2001
relating to the financial statements and financial statement schedules, which
appears in Infonautics, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000. We also consent to the references to us under the headings
"Experts" and "Selected Financial Data" in such Registration Statement.



/s/ PricewaterhouseCoopers LLP

Philadelphia, PA
July 19, 2001

EX-23.3

                                                                    Exhibit 23.3

                               Consent of KPMG LLP


The Board of Directors
bigchalk.com, inc.:

We consent to the incorporation by reference in this amended registration
statement on Form S-4 of Infonautics, Inc. of our report dated March 26, 2001,
relating to the consolidated balance sheets of bigchalk.com, inc. and
subsidiaries, as of December 31, 2000 and 1999, and the related consolidated
statements of operations, equity (deficit), and cash flows for each of the years
in the three-year period ended December 31, 2000, which report appears in the
fiscal 2000 annual report on Form 10-K of Infonautics, Inc. We also consent to
the reference to our firm under the heading "Experts" in this registration
statement.


/s/ KPMG LLP


Chicago, Illinois
July 19, 2001

EX-23.4

                                                                    Exhibit 23.4


                               Consent of KPMG LLP


The Board of Directors
Tucows Inc.:

We consent to the use of our reports dated March 24, 2001, except as to note
13(a) which is as of March 27, 2001; note 13(b) which is as of April 26, 2001;
note 13(c) which is as of May 8, 2001 and note 13(d) which is as of June 27,
2001, related to the consolidated financial statements of Tucows Inc. as of
December 31, 2000 and 1999 and for the year ended December 31, 2000 and the
period from May 4, 1999 (commencement of operations) to December 31, 1999 and
June 9, 2000 related to the financial statements of the Tucows Division of
Tucows Interactive Limited as of December 31, 1998 and May 3, 1999 and for the
year ended December 31, 1998 and the period from January 1, 1999 to May 3, 1999
included in this Registration Statement on Form S-4 of Infonautics, Inc. and to
the reference to our firm under the headings "Experts" and "Selected Historical
Financial Data" in the Registration Statement.


/s/ KPMG LLP


Toronto, Canada
July 19, 2001

EX-23.6

                                                                    Exhibit 23.6


                     CONSENT OF JANNEY MONTGOMERY SCOTT LLC


     We hereby consent to the use of our opinion letter dated March 26, 2001, to
the Board of Directors of Infonautics, Inc. as part of the Joint Proxy
Statement/ Prospectus of the proposed merger between Infonautics, Inc. and
Tucows, Inc. and to the references to our firm in the Joint Proxy
Statement/Prospectus which forms a part of the Registration Statement on Form
S-4. In giving such consent, we do not admit that we come within the category of
persons whose consent is required under, and we do not admit that we are
"experts" for purposes of, the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.


/s/ JANNEY MONTGOMERY SCOTT LLC


July 19, 2001

EX-99.8

                                                                    Exhibit 99.8


                           CONSENT OF PERSON NAMED AS
                           ABOUT TO BECOME A DIRECTOR

      The undersigned, who has agreed to serve as a member of the Board of
Directors of Infonautics, Inc. (the "Company") hereby grants the Company consent
to use his name in its Registration Statement on Form S-4 and all amendments,
including post-effective amendments, to the Registration Statement.


Dated:  July 18, 2001

                                          /s/ Alan Lipton
                                          ------------------------------
                                          Alan Lipton

EX-99.9

                                                                    Exhibit 99.9


                           CONSENT OF PERSON NAMED AS
                           ABOUT TO BECOME A DIRECTOR

      The undersigned, who has agreed to serve as a member of the Board of
Directors of Infonautics, Inc. (the "Company") hereby grants the Company consent
to use his name in its Registration Statement on Form S-4 and all amendments,
including post-effective amendments, to the Registration Statement.


Dated:  July 19, 2001

                                          /s/ Tomer Kariv
                                          ------------------------------
                                          Tomer Kariv