THIS AGREEMENT is made as of the 12th 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 TORONTO STAR
NEWSPAPERS LIMITED, a corporation having a principal place of business at 1 Yonge Street, Toronto,
Ontario, M5E 1E6 ("Subscriber" or "Torstar").
1. As more particularly described herein, Subscriber wishes to acquire, and Issuer wishes to provide, an interest
in Issuer by Subscriber 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, the Subscriber and Issuer will enter into certain agreements which will
allow Subscriber and certain related entities 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 this Agreement:
Schedule A Definitions
Schedule B Financial Statements
Schedule C Subsidiaries
Schedule D Options
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1.3 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the
construction or interpretation hereof.
1.4 Extended Meanings. Words in the singular include the plural and vice-versa and words in one gender inc