Chell Group Corp Watch

from 8-K ~5 pages Material contract

from 8-K 1 page Material contract

from 8-K ~5 pages Material contract

from 8-K ~20 pages Material contract

from S-1/A ~50 pages Stock Purchase Agreement

from S-1/A ~20 pages Asset Purchase Agreement

from S-1/A ~5 pages Consulting Agreement

from S-1/A ~5 pages Consulting Agreement

from S-1/A ~5 pages License Agreement

from S-1/A ~20 pages Securities Purchase Agreement

from 8-K 1 page Material contract

from 8-K ~5 pages Material contract

from 8-K ~10 pages Material contract

from 8-K ~10 pages Occupancy and Indemnity Agreement

from 8-K 1 page Schedule "E" Certificate To: Blake, Cassels & Graydon (The "Escrow Agent") This Certificate Is Delivered Pursuant to Section 3.2(d) of the Irrevocable Offer to Purchase Assets Dated September O, 1999 Delivered by O (The "Irrevocable Offer"). Unless Otherwise Specifically Stated Herein, All Capitalized Terms Used Herein Have the Meaning Set Out in the Irrevocable Offer. Each of the Purchaser and the Vendor Hereby Certifies That All of the Conditions of Closing Set Out in Section 5 of the Irrevocable Offer Have Not Been Satisfied or Waived. Each of the Vendor and the Purchaser Hereby Acknowledge and Agree That the Escrow Agent Shall Be Entitled to Rely Upon This Certificate in Releasing the Escrow Funds in Accordance With the Terms of the Irrevocable Offer. O Dated: Per: Name: Title I Have Authority to Bind the Corporation Dated: Per: Name: Title I Have Authority to Bind the Corporation

from 8-K 1 page Certificate To: Blake, Cassels & Graydon (The "Escrow Agent") This Certificate Is Delivered Pursuant to Section 3.2(c) of the Irrevocable Offer to Purchase Assets Dated September O, 1999 Delivered by O (The "Irrevocable Offer"). Unless Otherwise Specifically Stated Herein, All Capitalized Terms Used Herein Have the Meaning Set Out in the Irrevocable Offer. Each of the Purchaser and the Vendor Hereby Certify That All of the Conditions of Closing Set Out in Section 5 of the Irrevocable Offer Have Been Satisfied or Waived. Each of the Undersigned Hereby Acknowledge and Agree That the Escrow Agent Shall Be Entitled to Rely Upon This Certificate in Releasing the Escrow Funds in Accordance With the Terms of the Irrevocable Offer. O Dated: Per: Name: Title I Have Authority to Bind the Corporation Dated: Per: Name: Title I Have Authority to Bind the Corporation

from 8-K ~10 pages Securities Pledge Agreement

from 8-K ~10 pages General Security Agreement

from 8-K ~20 pages Material contract

from 8-K ~20 pages Asset Purchase Agreement