CAPTURE.NET TECHNOLOGIES INC. MATERIAL CHANGE REPORT

1. REPORTING ISSUER

Principal Address:

9040 Leslie Street, Suite 227 Richmond Hill, Ontario Canada L4B 2P3

2. DATE OF MATERIAL CHANGE

October 10, 2001

3. PUBLICATION OF MATERIAL CHANGE

The press release attached as Schedule "A" was released through Canada News Wire on October 12, 2001.

4. SUMMARY OF MATERIAL CHANGE

Capture.Net Technologies Inc. ("Capture.Net") announced that it has completed its previously announced financing involving the issuance of convertible secured debentures having an aggregate principal amount of $180,000 and 600,000 share purchase warrants.

5. FULL DESCRIPTION OF MATERIAL CHANGE

Capture.Net announced that it has completed its previously announced financing involving the issuance of convertible secured debentures having an aggregate principal amount of $180,000 and 600,000 share purchase warrants. The debentures will be convertible into common shares of Capture.Net at a price of $0.30 per share. Each purchase warrant will entitle the holder thereof to acquire an additional common share at an exercise price of $0.35 for a period of two years from closing.

6. RELIANCE ON APPLICABLE PROVISIONS PERMITTING NON-DISCLOSURE OF MATERIAL CHANGE

Not applicable.

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7.

OMITTED INFORMATION

Not applicable.

8. SENIOR OFFICERS

The following senior officer of Capture.Net may be contacted for information:

Roger Sholanki, President and Chief Executive Officer Capture.Net Technologies Inc. 9040 Leslie Street, Suite 227 Richmond Hill, Ontario Canada L4B 2P3

Tel: (905) 771-0883 Fax: (905) 771-6037

9. STATEMENT OF SENIOR OFFICER

The foregoing accurately discloses the material change referred to herein.

DATED at Toronto, this 18^th day of October, 2001.

(signed)

R. Brian Murray, Director

SCHEDULE "A"

PRESS RELEASE

CAPTURE.NET TECHNOLOGIES INC. COMPLETES PRIVATE PLACEMENT

Toronto, Canada - October 11, 2001

Capture.Net Technologies Inc. ("Capture.Net") (CDNX-YCP) announced today that it has completed a previously announced private placement financing of debentures convertible into up to 600,000 common shares, with 600,000 warrants attached, to raise gross proceeds of $180,000. The debentures are convertible into common shares at a price of $0.30 per common share. Each of the share purchase warrants entitles the holder to acquire one common share of Capture.Net at a price of $0.35 for a period of two years. The purchaser may not resell the securities that were purchased for a period of one year except in accordance with applicable securities laws.

Capture.Net intends to use the proceeds of the financing for general corporate matters.

About Capture.Net

Capture.Net Technologies is a software development firm specializing in enterprise solutions for point-of-sale, customer relationship management and back office operations. Solutions focus on "click and mortar" retail chains, franchises and independent retailers. With over 4,000 licenses world-wide, the firm’s flagship product RMS (Retail Management System) provides a fully integrated"web-enabled" solution for capturing point-of-sale transactions, customer profiles and loyalty. RMS also provides back office functions such as purchasing, merchandising, inventory control, sales analysis and reporting - all in real time.

Capture.Net has the potential to revolutionize the way retailers manage their businesses as the RMS solution is specifically designed to increase sales force productivity, streamline customer relationship management and back office operations to maximize profitability.

Capture.Net has 18,090,668 common shares issued outstanding including the common shares issued in the private placement announced herein.

Media contacts:

Kellie Kunkel 905.771.0883 ext. 34 [email protected]

Roger Sholanki 905.771.0883 [email protected]

The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.