MATERIAL CHANGE REPORT UNDER SUBSECTION 118(1) OF THE SECURITIES ACT (ALBERTA) AND SIMILAR PROVISIONS OF OTHER PROVINCIAL SECURITIES LEGISLATION

ITEM 1

Reporting Issuer :

NetDriven Solutions Inc. Suite 120, 3030-3rd Avenue NE Calgary AB T2A 6T7

ITEM 2 Date of Material Change :

July 31, 2001

ITEM 3 News Release :

A news release disclosing the nature and substance of the material change was issued on August 1, 2001 through the facilities of CCN Newswire.

ITEM 4 Summary of Material Change :

On July 31, 2001 NetDriven Solutions Inc. ("NetDriven") entered into a definitive agreement to acquire ReadAttachments Inc. ("ReadAttachments"), a private Ontario company. The consideration for the acquisition will be the issuance of an aggregate of up to 4,500,000 common shares of NetDriven to the shareholders of ReadAttachments and the entering into of other related agreements, including employment agreements with key technical personnel from ReadAttachments.

ITEM 5 Full Description of Material Change :

On July 31, 2001 NetDriven Solutions Inc. ("NetDriven") entered into a definitive agreement to acquire ReadAttachments Inc. ("ReadAttachments"), a Toronto-based, private Ontario company focused on the wireless document management market. The acquisition, which is subject to regulatory approval and other customary conditions, is expected to close on August 15, 2001.

The consideration for the acquisition will be the issuance of up to 4,500,000 common shares of NetDriven to the shareholders of ReadAttachments and the entering into of other related agreements, including employment agreements with key technical personnel from ReadAttachments. 3,800,000 common shares of NetDriven will be issued upon the closing of the acquisition, and the remaining 700,000 common shares of NetDriven will be issued if the shareholders of NetDriven approve the issuance of such shares at the next annual meeting of NetDriven, as required by the rules of the Toronto Stock Exchange. Of the 3,800,000 common shares of NetDriven being issued upon closing, a total of 1,600,000 shares will be without restriction, a total of 1,600,000 shares will be voluntarily pooled until July 31, 2002 and the balance of 600,000 shares will be subject to escrow until July 31, 2003. Of the 700,000 shares to be issued subject to shareholder approval, all such shares will be subject to escrow until July 31, 2003.

ReadAttachments does not have any business operations. The assets of ReadAttachments consist of a proprietary wireless software application allowing wireless users access to a complete document storage, retrieval and management system from popular wireless e-mail devices such as the RIM Blackberry, Palm Pilot and Visor Handheld.

As a result of the acquisition, Gary Bartholomew of Elora, Ontario, one of the founders and principals of ReadAttachments, will become an insider of NetDriven based on his shareholdings in NetDriven.

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Management of NetDriven believes that combining NetDriven's storage expertise and infrastructure with ReadAttachments' wireless document management application will enable NetDriven to provide a scalable and reliable seamless wireless document solution for mobile professionals. ITEM 6 Reliance on Section 118(2) of the Securities Act : Not Applicable ITEM 7 Omitted Information : Not Applicable ITEM 8 Senior Officer : Inquiries in respect of the material change referred to herein may be made to: Mel Baillie President & C.E.O. Suite 120, 3030-3rd Avenue NE Calgary AB T2P 6T7 (403) 248-7755 ITEM 9 Statement of Senior Officer :

The foregoing accurately discloses the material change referred to in this Report.

Dated at Calgary, Alberta, this 9th day of August, 2001.

NETDRIVEN SOLUTIONS INC.

Per: (signed) Mel Baillie Mel Baillie President and C.E.O.

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