THIS AGREEMENT is made the 18th day of February, 1997 (the "Effective Date") by and between
INTERNET LIQUIDATORS INTERNATIONAL INC., a corporation having a principal place of business at
5915 Airport Rd, Suite 330, Mississauga, Ontario L4V 1T1 ("Issuer") and AMERICA ONLINE, INC., a
corporation having a principal place of business at 22000 AOL Way, Dulles, Virginia 20166 ("AOL").
1. As more particularly described herein, AOL wishes to acquire, and Issuer wishes to provide, an interest in
Issuer by AOL subscribing for previously unissued common shares in the capital of Issuer and by obtaining a
warrant to acquire further common shares of Issuer. Issuer is a public company.
2. In conjunction with the subscription, AOL and Issuer will enter into certain agreements which will allow AOL
and certain related entities including Digital City, Inc. ("DCI") to use and exploit certain technology of Issuer to
interface and/or provide a link for certain of their on-line interactive users to an auction service provided by Issuer
on the Internet.
NOW THEREFORE in consideration of the premises, the mutual covenants contained in this Agreement, and
other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the
Parties agree as follows:
1.1 Definitions. In this Agreement, unless the context otherwise requires, each capitalized term shall have the
meaning attributed thereto in Schedule "A".
1.2 Schedules. The following are the schedules attached to and forming part of
Schedule A Definitions
Schedule B Financial Statements
Schedule C Subsidiaries
Schedule D Options
Schedule E Litigation
Schedule F Licences
Schedule G Opinions of Counsel
Schedule H Form of Certificate of Originality
Schedule I Auction Services Agreement