THIS FIRST AMENDMENT AGREEMENT dated the 24th day of January 2005, to a Share Purchase Agreement dated the 23rd day of December, 2004, BETWEEN: BRIAN V. SHIPSTON AND THOMAS GOODFELLOW (called the "Vendors") AND THINKPATH INC. (called the "Purchaser")...

THIS FIRST AMENDMENT AGREEMENT dated the 24th day of January 2005, to a Share
Purchase Agreement dated the 23rd day of December, 2004,

BETWEEN:

                  XXXXX X. XXXXXXXX AND
                  XXXXXX XXXXXXXXXX

                  (called the "Vendors")

                  AND

                  THINKPATH INC.

                  (called the "Purchaser")

WHEREAS the above-noted parties (the "Parties") have executed a Share Purchase
Agreement dated the 23rd day of December, 2004 (the "Agreement");

AND WHEREAS the Agreement specifies a Closing Date of January 17, 2005;

AND WHEREAS the Parties have mutually agreed to establish a specific Closing
Date herein, as set forth below;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:

1. The Parties agree that the Closing Date shall be the 17th day of January,
2005.

2. The Parties agree that the Agreement shall be amended to the extent necessary
to reflect the new Closing Date set forth above.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as
at the first date written above.




                                                  XXXXX X. XXXXXXXX
-----------------------------------               ------------------------------
Witness                                           Xxxxx X. Xxxxxxxx



                                                  XXXXXX XXXXXXXXXX
-----------------------------------               ------------------------------
Witness                                           Xxxxxx Xxxxxxxxxx


                                                  THINKPATH INC.
                                                   per.

                                                  DECLAN FRENCH
                                                  ------------------------------
                                                  Declan French
                                                  I have the authority to bind
                                                  the corporation.




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