Share Exchange Agreement

Share Exchange Agreement

                                                                    EXHIBIT 10.3

                            SHARE EXCHANGE AGREEMENT

THIS AGREEMENT dated for reference November 29, 2000, is between COMMUNICATE.COM
INC., a Nevada corporation with an office at 360 - 220 Cambie Street, Vancouver,
B.C., V6B 2M9 and fax (604) 687-2192  ("CMNN") and the  UNDERSIGNED  SHAREHOLDER


A.       CMNN has  acquired or has reached an  agreement to acquire an aggregate
         16,896,335  shares in the capital of  Inc., an Alberta
         company (the  "SUBSIDIARY")  and wishes to acquire all of the remaining
         issued and outstanding  shares of the Subsidiary  pursuant to the terms
         and conditions of this agreement,

B.       the  Shareholder is a registered  shareholder of the Subsidiary  owning
         the number of shares as set out in the Register of  Shareholders of the
         Subsidiary (the "SHARES") as of the date of this agreement,

C.       CMNN  has made the same  share  exchange  offer to all of the  existing
         shareholders of the Subsidiary,

FOR  VALUABLE   CONSIDERATION,   the  receipt  and   sufficiency  of  which  are
acknowledged, the parties agree that:



3.       The  Shareholder  will transfer all of its shares in the  Subsidiary to
         CMNN on the terms and conditions set out in this  agreement.  For every
         5.1470588  shares in the Subsidiary held by the  Shareholder  CMNN will
         issue to the  Shareholder  one common share in the capital of CMNN (the
         "EXCHANGE SHARES") based on a value of US$0.34 per Share and a value of
         US$1.75  per  Exchange   Share.   CMNN  will   deliver  a   certificate
         representing the Exchange Shares to the Shareholder within a reasonable

4.       The Shareholder will tender a duly executed stock power of attorney for
         the  transfer  of the Shares to CMNN  immediately  after  signing  this

5.       The  obligations  of each party are subject to the condition  that each
         party's  representations and warranties are true at the time of Closing
         and the  covenants  of the other party that were to be performed by the
         other party on or before the Closing have been performed.



         1.       SHARE  OWNERSHIP.  The Shareholder owns the Shares free of any
                  claim or potential  claim by any person and has the  authority
                  to transfer the Shares as described in this agreement.

         2.       ADDITIONAL  RIGHTS. The Shareholder does not have any right to
                  acquire additional shares of the Subsidiary.

         3.       INDEPENDENT  INVESTIGATION.  The  Shareholder,  in electing to
                  exchange  the  Shares  for  Exchange  Shares,  relied  upon an
                  independent  investigation made by it and its representatives,
                  if any,  and has been given access to and the  opportunity  to
                  examine  all  books  and  records  of CMNN,  and all  material
                  contracts  and  documents  of CMNN.  The  Shareholder  has the
                  experience  in business  and  financial  matters  that make it
                  capable  of  evaluating   the  risk  of  its   investment  and
                  determining the suitability of its investment.

         4.       NO  GOVERNMENT  RECOMMENDATION  OR APPROVAL.  The  Shareholder
                  understands  that no United  States  federal or state  agency,
                  securities  commission or regulatory authority has passed upon
                  or  recommended  or endorsed  CMNN,  this  transaction  or the
                  acquisition of the Exchange Shares. Furthermore, the foregoing
                  authorities  have not reviewed,  confirmed or  determined  the
                  accuracy or adequacy of this document.

         5.       NO REGISTRATION. The Shareholder understands that the Exchange
                  Shares have not been registered under

Share Exchange Agreement                                                   2 / 4

                  the  Securities  Act of 1933 (the  "ACT")  or with the  United
                  States  Securities  and Exchange  Commission or the securities
                  commission  of any  state,  and are  being  offered  and  sold
                  pursuant to the  provisions  of the Act based in part upon the
                  representations  of the Shareholder,  and that CMNN is relying
                  on the truth and accuracy of the Shareholder's representations
                  and warranties to determine  whether the offer and sale of the
                  Exchange  Shares is exempt  from  registration  under the Act.
                  This  agreement  does  not  constitute  an offer to sell nor a
                  solicitation  of  an  offer  to  buy  the  securities  in  any
                  jurisdiction  in which  such  offer or  solicitation  would be
                  unlawful.  The  securities  may not be resold  or  transferred
                  except as permitted  pursuant to registration under the Act or
                  an exemption from it.

         6.       INVESTMENT  INTENT.  The Shareholder is acquiring the Exchange
                  Shares  for  its  own  account  (or a  trust  account  if  the
                  Shareholder   is  a  trustee)  and  not  as  a  nominee.   The
                  Shareholder  understands  that the  exchange of the Shares for
                  Exchange  Shares  involves a high  degree of risk and that the
                  Shareholder  must bear the  economic  risk of this  investment
                  indefinitely  unless sale of the Exchange Shares is registered
                  pursuant to the Act, or an  exemption  from  registration  for
                  their sale is available.  The Shareholder understands that, in
                  the view of the SEC,  the  statutory  basis for the  exemption
                  claimed  for this  transaction  would  not be  present  if the
                  offering  of  the  Exchange  Shares,   although  in  technical
                  compliance  with  Regulation S, is part of a plan or scheme to
                  evade the registration  provisions of the Act. The Shareholder
                  is acquiring the Exchange  Shares for investment  purposes and
                  has no present  intention to sell the  Exchange  Shares to any
                  person  or for the  account  or  benefit  of any  person.  The
                  Shareholder  covenants  that neither the  Shareholder  nor its
                  affiliates  nor any person  acting on its or their  behalf has
                  the intention of entering or will enter before the  expiration
                  of one year from the Closing (the "RESTRICTED  PERIOD"),  into
                  any put option,  short position or other similar instrument or
                  position or any other  hedging  transactions  or  arrangements
                  with  respect  to  CMNN's  common   stock,   and  neither  the
                  Shareholder nor any of its affiliates nor any person acting on
                  its or  their  behalf  will use at any  time  Exchange  Shares
                  acquired  pursuant to this agreement to settle any put option,
                  short position or other similar  instrument or position or any
                  other hedging  transaction or  arrangement  that may have been
                  entered into before the execution of this  agreement or during
                  the Restricted Period.

         7.       NO SALE IN VIOLATION OF THE SECURITIES  LAWS. The  Shareholder
                  covenants   that  it  will  not  knowingly  sell  transfer  or
                  otherwise  dispose of the Exchange  Shares in violation of the
                  Act, the  Securities  and Exchange Act of 1934 (the  "EXCHANGE
                  ACT") or the  rules  and  regulations  of the  Securities  and
                  Exchange Commission (the  "COMMISSION").  The Shareholder will
                  only  offer  and  sell  the  Exchange  Shares  pursuant  to an
                  effective registration statement under the Act or an exemption
                  from the  registration  provisions of the Act. The Shareholder
                  will not,  during  the  Restricted  Period,  offer or sell the
                  Exchange  Shares to any  persons or for the account or benefit
                  of any  persons  and will offer and sell the  Exchange  Shares
                  only in compliance with the provisions of the Act.

         8.       AUTHORITY. The Shareholder has the full power and authority to
                  execute,  deliver and perform this agreement.  This agreement,
                  when executed and delivered by the Shareholder,  constitutes a
                  legal,  valid  and  binding  obligation  of  the  Shareholder,
                  enforceable  against the  Shareholder  in accordance  with its

         9.       NO RELIANCE ON TAX ADVICE.  The  Shareholder has reviewed with
                  its own tax advisors the tax  consequences of the transactions
                  contemplated  by this  agreement.  The  Shareholder is relying
                  solely  on  the  advisors  and  not  on  any   statements   or
                  representations  of CMNN or any of its agents with  respect to
                  the tax consequences and understands that the Shareholder (and
                  not CMNN) is responsible for the  Shareholder's  tax liability
                  that  may  arise  as  a  result  of  this  investment  or  the
                  transactions contemplated by this agreement.

         10.      NO LEGAL ADVICE FROM CMNN. The Shareholder  acknowledges  that
                  it has had the  opportunity  to review this  agreement and the
                  transactions  contemplated  by it with its own legal  counsel.
                  The  Shareholder  is relying  solely on its counsel and not on
                  any statements or representations of CMNN or any of its agents
                  for  legal  advice  with  respect  to this  investment  or the
                  transactions  contemplated  by this  agreement  except for the
                  representations, warranties and covenants specifically stated.

         11.      RESALES.  The  Shareholder  acknowledges  and agrees  that the
                  Exchange  Shares may only be resold pursuant to a registration
                  statement  under  the Act or  pursuant  to an  exemption  from
                  registration under the Act.

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                  CMNN will not register  any  transfer of Exchange  Shares that
                  does not  comply  with  this  section  4(l).  The  Shareholder
                  covenants  that all offering  materials and  documents  (other
                  than press  releases) used in connection with offers and sales
                  of the Exchange Shares before the expiration of the Restricted
                  Period must state that (i) the  Exchange  Shares have not been
                  registered under the Act and may not be offered or sold to any
                  person  unless  they  are  registered  under  the  Act  or  an
                  exemption  from the  registration  requirements  of the Act is
                  available,  and that (ii) hedging  transactions  involving the
                  Exchange  Shares may not be conducted  unless they comply with
                  the Act. These  statements  must appear on the cover or inside
                  cover page and in the  underwriting  section of any prospectus
                  or offering circular and must appear in any advertisement used
                  in connection with the offer or sale of the Exchange Shares.

                  CERTIFICATES.    The   Shareholder   acknowledges   that   the
                  certificates  representing  the Exchange  Shares must bear the
                  following  legend  and any  other  legend,  if the  legend  or
                  legends are reasonably required by CMNN, to comply with state,
                  federal or foreign law:

                           TERM IS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES
                           ACT OF 1933 (THE "ACT").  AS  RESTRICTED  SECURITIES,
                           THE ACT OR AN EXEMPTION FROM THE ACT."


         1.       AUTHORIZED  CAPITAL.  CMNN  represents and warrants that it is
                  authorized  to issue 50 million  common  shares of its capital
                  stock,  of which  10,300,000  common  shares  are  issued  and
                  outstanding.  It  has  no  other  classes  of  shares  and  no
                  obligation  to issue  any  additional  shares  for any  reason
                  including options, warrants or convertible instruments.

         2.       ORGANIZATION  AND GOOD  STANDING.  CMNN is a corporation  duly
                  organized,  validly  existing and in good  standing  under the
                  laws of the State of Nevada  and has the  requisite  corporate
                  power and  authority to carry on its business as now conducted
                  and as proposed to be conducted.

         3.       AUTHORIZATION.  CMNN has taken the  corporate  action  that is
                  necessary  for the  authorization,  execution  and delivery of
                  this agreement, the performance of CMNN's obligations, and the
                  authorization,  issuance and delivery of the Exchange  Shares,
                  and this  agreement  constitutes  a legal,  valid and  binding
                  obligation  of CMNN,  enforceable  against CMNN in  accordance
                  with its terms.

         4.       VALID ISSUANCE OF THE EXCHANGE  SHARES.  The Exchange  Shares,
                  when issued,  sold and delivered in accordance  with the terms
                  hereof in  exchange  for the Shares  will be duly and  validly
                  issued  and  outstanding,  fully paid and  nonassessable,  and
                  based in part on the  representations  and  warranties  of the
                  Shareholder  will be issued in compliance  with all applicable
                  federal, state and other applicable securities laws.

                                OTHER PROVISIONS

8.       Time is of the essence of this agreement.

9.       This agreement is governed by the laws of British  Columbia and must be
         litigated in the courts of British Columbia, except for matters arising
         under the Act or the Exchange Act which  matters must be construed  and
         interpreted in accordance with those laws

10.      Any notice that must be given or delivered under this agreement must be
         in writing and delivered by hand to the address or  transmitted  by fax
         to the fax  number  given for the party on page 1 and is deemed to have
         been received when it is delivered by hand or transmitted by fax unless
         the  delivery  or  transmission  is  made  after  4:00  p.m.  or  on  a
         non-business  day where it is  received,  in which case it is deemed to
         have been  delivered  or  transmitted  on the next  business  day.  Any
         payments of money must be delivered by hand or wired as instructed

Share Exchange Agreement                                                   4 / 4

         in writing by the receiving  party.  Any delivery  other than a written
         notice or money must be made by hand at the receiving party's address.

11.      Neither the  Shareholder nor CMNN may assign this agreement or any part
         of it to another party.

12.      This  agreement  constitutes  the entire  understanding  and  agreement
         between the parties, and no party is liable or bound to any other party
         in any manner by any warranties, representations or covenants except as
         specifically  stated in this agreement.  Except as expressly  provided,
         neither  this  agreement  nor any  term of it may be  amended,  waived,
         discharged or terminated other than by a written  instrument  signed by
         the party against whom enforcement of the amendment,  waiver, discharge
         or termination is sought.

13.      This agreement enures to the benefit of and binds the parties and their
         respective successors, heirs and permitted assignees.

14.      No  failure  or  delay  of CMNN in  exercising  any  right  under  this
         agreement  operates as a waiver of the right.  CMNN's rights under this
         agreement  are  cumulative  and do not preclude CMNN from relying on or
         enforcing any legal or equitable right or remedy.

15.      If any provision of this agreement becomes or is declared by a court of
         competent  jurisdiction  to be  illegal,  unenforceable  or void,  this
         agreement  continues  in full force and effect  without the  provision,
         except that the severability is not effective if it materially  changes
         the economic benefit of this agreement to any party.

16.      This  agreement  may be signed in  counterparts  and  delivered  to the
         parties  by fax,  and the  counterparts  together  are deemed to be one
         original document.

THE PARTIES' signatures below are evidence of their agreement.


- ----------------------------------      SIGNATURE OF SHAREHOLDER

                                        NAME OF SHAREHOLDER

                                        ADDRESS OF SHAREHOLDER