<PAGE>
AMENDMENT AGREEMENT
Dated for reference April 30, 2000.
BETWEEN:
SIDEWARE SYSTEMS INC.
(formerly Evergreen International Technology Inc.)
(the "Company")
AND:
THOSE WARRANTHOLDERS SET OUT IN SCHEDULE "A" HERETO
(the "Warrantholders")
WHEREAS:
A. The Warrantholders hold 3,075,400 outstanding share purchase warrants (the
"Warrants") issued by the Company on or about November 8, 1996.
B. Under the terms of the Warrants as originally issued, the Warrants would
expire November 8, 1998.
C. The Company requested approval from the Vancouver Stock Exchange (predecessor
to the Canadian Venture Exchange - the "Exchange") to extend the term of the
Warrants to April 16, 1999, but the Exchange approved an extension to November
27, 1998 only.
D. By Amendment Agreement dated November 23, 1998, the Company and the
Warrantholders agreed to extend the term of the warrants to April 16, 1998
subject to the Company either obtaining Exchange approval, or to a change in the
Company's regulatory status such that Exchange approval was not required.
E. The conditions to the extension of the term of the warrants to April 16,
1999, as set out in the Amendment Agreement dated for reference November 23,
1998, were not satisfied.
F. By further Amendment Agreement dated for reference April 14, 1999, the
Company and the Warrantholders agreed to further extend the term of the Warrants
to October 31, 1999.
G. The conditions to the extension of the term of the warrants to October 31,
1999, as set out in the Amendment Agreement dated for reference April 14, 1999,
were not fulfilled.
H. By further Amendment Agreement dated for reference October 28, 1999, the
Company and the Warrantholders agreed to further extend the term of the Warrants
to April 30, 2000.
<PAGE>
I. The conditions to the extension of the term of the warrants to April 30,
2000, as set out in the Amendment Agreement dated for reference October 28,
1999, were not fulfilled.
J. The Company wishes to further extend the term of the Warrants to October 31,
2000.
NOW THEREFORE the Company and the Warrantholders agree as follows.
CONDITIONAL FURTHER EXTENSION TO OCTOBER 31, 2000
1. Subject to the conditions set out in section 2, the Warrants are hereby
further amended to extend the term of the Warrants to 4:00 p.m. on October 31,
2000. The exercise price for the period from April 30, 1999 up to October 31,
2000 shall be $0.77.
CONDITIONS OF FURTHER EXTENSION
2. The further extension provided in section 1 is subject to the condition that
the Company shall have obtained such regulatory approvals as it is required to
obtain. Without limiting the generality of the foregoing, the further extension
provided in section 1 is subject to conditions that:
(a) the Company obtain approval from the Exchange (or, though appeal, from
the British Columbia Securities Commission) to the further extension;
or
(b) the regulatory status of the Company change, so that the Company is not
subject to any regulatory requirement to obtain Exchange approval to
the further extension.
No Underlying Warrant may be exercised until such time as the conditions set out
in this section have been satisfied.
MANNER OF EXECUTION
3. This Agreement may be executed in counterpart of by facsimile, and such
counterpart and facsimile documents shall be taken and read together to form a
single binding agreement.
SIDEWARE SYSTEMS INC.
per:
"signed"
------------------------------------
Authorized Signatory
"signed" "signed"
------------------------------------ -----------------------------------
Alder Enterprises Ltd. Donald Anderson - RRSP
<PAGE>
------------------------------------ -----------------------------------
Brown & Baldwin Development Company Inc. Baldwin Realty Ltd.
"signed"
------------------------------------ -----------------------------------
Merle Barney Melvin E. Beaumont
"signed"
------------------------------------ -----------------------------------
Tim Chan Peter Fisher
"signed" "signed"
------------------------------------ -----------------------------------
Clive Forth - RRSP Golden Capital Securities Ltd.
"signed" "signed"
------------------------------------ -----------------------------------
Paul Hildebrand Stephen K. Howell
"signed"
------------------------------------ -----------------------------------
Owen Jones Stan Jackson - RRSP
"signed" "signed"
------------------------------------ -----------------------------------
Gordon Kemp Peter Kozicki
"signed" "signed"
------------------------------------ -----------------------------------
Ken Kozlowski David Mackenzie
"signed"
------------------------------------ -----------------------------------
Dave Mew Sherman Quon
"signed" "signed"
------------------------------------ -----------------------------------
Valerie Rooks Grant Sutherland
"signed"
------------------------------------ -----------------------------------
Richard M. Thompson Lily Wong
"signed"
------------------------------------
Jori Woodman
<PAGE>
SCHEDULE "A"
<TABLE>
<CAPTION>
Warrantholder No. of Warrants Outstanding
------------- ---------------------------
<S> <C>
Alder Enterprises Ltd. 220,000
Donald Anderson - RRSP 268,000
Baldwin & Brown Development Company Inc. 110,000
Baldwin Realty Ltd. 110,000
Merle Barney 22,000
Melvin E. Beaumont 440,000
TimChan - RRSP 13,200
Peter Fisher 11,600
Clive Forth - RRSP 55,000
Golden Capital Securities Ltd. 60,000
Paul Hildebrand 110,000
Stephen K. Howell 8,800
Owen Jones 440,000
Stan Jackson - RRSP 88,000
Gordon Kemp 154,000
Peter Kozicki 44,000
Ken Kozlowski 11,000
David Mackenzie 154,000
Dave Mew 10,400
Sherman Quon 6,000
Valerie Rooks 275,000
Grant Sutherland 372,000
Richard M. Thompson 22,000
Lily Wong 44,000
Jori Woodman 26,400
</TABLE>
