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The following is an excerpt from a SB-2/A SEC Filing, filed by IVP TECHNOLOGY CORP on 1/4/2005.
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ACTIVECORE TECHNOLOGIES INC - SB-2/A - 20050104 - SELLING_SHAREHOLDERS

SELLING STOCKHOLDERS

The following table presents information regarding the selling stockholders. The selling shareholders are categorized in groups based on their relationship to ActiveCore. The groups consist of selling shareholders (i) who have acquired shares by providing financing to ActiveCore including converting debts to common shares, (ii) who have acquired shares as a result of acquisition/divestiture activities where the recipient did not become an officer of the Company (iii) who are officers and directors of ActiveCore or those who were shareholders of acquired companies and have become officers of ActiveCore, or officers and directors who have converted debts to common shares, or other officers that acquired shares as a result of employment and (iv) who are other employees or former employees, consultants and professionals who have received shares as a result of their employment or service to the company. A description of each selling shareholder's relationship to ActiveCore and how each selling shareholder acquired the shares to be sold in this offering is detailed in the information immediately following this table.

                                  PERCENTAGE OF
                                   OUTSTANDING
                                       SHARES            SHARES                                         PERCENTAGE OF
                                    BENEFICIALLY      BENEFICIALLY                                   SHARES BENEFICIALLY
                                    OWNED BEFORE      OWNED BEFORE             SHARES TO BE SOLD         OWNED AFTER
       SELLING STOCKHOLDER            OFFERING        OFFERING (1)              IN THE OFFERING          OFFERING(1)
----------------------------------------------------------------------------------------------------------------------------
                      SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH ACTIVECORE TECHNOLOGIES, INC.
----------------------------------------------------------------------------------------------------------------------------
Cornell Capital Partners, L.P.            433,889              *                    433,889(2)             0.0%
----------------------------------------------------------------------------------------------------------------------------
Joseph Ulman                          1,191,838(3)             *                  1,191,838(3)             0.0%
----------------------------------------------------------------------------------------------------------------------------
Corvette Masters Inc.                 6,808,162(4)             *                  6,808,162(4)             0.0%
----------------------------------------------------------------------------------------------------------------------------
North Atlantic Holdings Ltd             2,000,000              *                     2,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Berra Holdings Limited                  3,559,520              *                     3,559,520             0.0%
----------------------------------------------------------------------------------------------------------------------------
International Brotherhood of
Electrical Workers - Local 105          4,746,118              *                     4,746,118             0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                               18,739,527          3.84%                    18,739,527             0.0%
----------------------------------------------------------------------------------------------------------------------------

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                                  PERCENTAGE OF
                                   OUTSTANDING
                                       SHARES            SHARES                                         PERCENTAGE OF
                                    BENEFICIALLY      BENEFICIALLY                                   SHARES BENEFICIALLY
                                    OWNED BEFORE      OWNED BEFORE             SHARES TO BE SOLD         OWNED AFTER
       SELLING STOCKHOLDER            OFFERING        OFFERING (1)              IN THE OFFERING          OFFERING(1)
----------------------------------------------------------------------------------------------------------------------------
      SHARES ACQUIRED AS A RESULT OF ACQUISITION/DIVESTITURE ACTIVITIES WHERE THE RECIPIENT DID NOT BECOME AN OFFICER OF
                                   THE COMPANY
----------------------------------------------------------------------------------------------------------------------------
Neil Fishenden                          3,500,000           *                           3,500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
James Burnie Conning                      200,000           *                             200,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Potters Limited                        17,661,865          3.6%                        17,661,865             0.0%
----------------------------------------------------------------------------------------------------------------------------
Hemisphere Finance Limited             17,661,864          3.6%                        17,661,864             0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                               39,023,729         7.99%                        39,023,729
----------------------------------------------------------------------------------------------------------------------------
     OFFICERS AND DIRECTORS - SHARES RECEIVED FOR DEBT CONVERSION OR AS A RESULT OF ACQUISITION/DIVESTITURE ACTIVITIES OR
                                 FOR EMPLOYMENT
----------------------------------------------------------------------------------------------------------------------------
Brian MacDonald                        32,196,969          6.6%                     32,196,969(5)             0.0%
----------------------------------------------------------------------------------------------------------------------------
Peter Hamilton                         27,196,969          5.6%                     27,196,969(6)             0.0%
----------------------------------------------------------------------------------------------------------------------------
Kevin Birch                            18,679,502          3.8%          -          18,679,502(7)             0.0%
----------------------------------------------------------------------------------------------------------------------------
Geno Villella                           4,278,261          *                            4,278,261             0.0%
----------------------------------------------------------------------------------------------------------------------------
Steven Smith                            2,000,000           *                           2,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Stephen Lewis                           2,000,000           *                           2,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
John Choy                               2,000,000           *                           2,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
George Theodore and/or 1543772
Ontario Limited                        16,000,000          3.3%                        16,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Kent Emmerson                          15,379,101          3.1%                        15,379,101             0.0%
----------------------------------------------------------------------------------------------------------------------------
Robert Schieren                        15,379,101          3.2%                        15,379,101             0.0%
----------------------------------------------------------------------------------------------------------------------------
Anthony James McGurk                   14,360,243          3.0%                        14,360,243             0.0%
----------------------------------------------------------------------------------------------------------------------------
Chris Champion                          2,000,000           *                           2,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Rhonda Lindsay                            750,000           *                             750,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Terry Durette                           1,000,000           *                           1,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Leslie Sheppard                         1,000,000           *                           1,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                              154,220,146         31.6%                       154,220,146
----------------------------------------------------------------------------------------------------------------------------
                                            EMPLOYEES, CONSULTANTS AND PROFESSIONALS
----------------------------------------------------------------------------------------------------------------------------
Roland Ujj                                666,000           *                             666,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Gerald Campbell                         5,000,000          1.0%                         5,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Rodger Cowan                            4,000,000           *                           4,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
1582579 Ontario Limited                17,000,000          3.5%                        17,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Ron Hikel                               1,000,000           *                           1,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Ismail Essack                             300,000           *                             300,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Yvan Coessens                             150,000           *                             150,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Anthony James McGurk in trust
for the employees of Twincentric
Limited                                 1,000,000           *                           1,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Philip Wattleworth                      1,000,000           *                           1,000,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Adrian Thompson                           500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Patrick Boydell                           500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Jon Conner                                500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Joe Oliva                                 500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------

10

                                  PERCENTAGE OF
                                   OUTSTANDING
                                       SHARES            SHARES                                         PERCENTAGE OF
                                    BENEFICIALLY      BENEFICIALLY                                   SHARES BENEFICIALLY
                                    OWNED BEFORE      OWNED BEFORE             SHARES TO BE SOLD         OWNED AFTER
       SELLING STOCKHOLDER            OFFERING        OFFERING (1)              IN THE OFFERING          OFFERING(1)
----------------------------------------------------------------------------------------------------------------------------
Gerry Vandonkersgooed                     500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Kenneth Ho Ming Leung                     500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Tim Tang                                  750,000           *                             750,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
U Jin Hoo                                 500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Adam Stotts                               750,000           *                             750,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Dan Tripp                                 100,000           *                             100,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Russell Hamilton                          100,000           *                             100,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Nadeen Hawa                               100,000           *                             100,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Valerie Shen                              500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Steve Ariss                               100,000           *                             100,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Jason Azevedo                              50,000           *                              50,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Graham Lowman                             500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
Fredrick Wahrman                          500,000           *                             500,000             0.0%
----------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                               37,066,000         7.59%                        37,066,000             0.0%
                                                          -----
----------------------------------------------------------------------------------------------------------------------------
              TOTAL                  249,049,402         51.0%                         249,049,402           0.0%
----------------------------------------------------------------------------------------------------------------------------


* Less than 1%.

(1) Applicable percentage of ownership is based on 488,263,053 shares of common stock outstanding as of December 21, 2004 together with securities exercisable or convertible into shares of common stock within 60 days. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Note that affiliates are subject to Rule 144 and Insider trading regulations - percentage computation is for form purposes only.

(2) Consists of 168,889 shares of common stock, 265,000 shares of common stock underlying a warrant with 15,000 shares having an exercise price of $0.50 per share and 250,000 shares having an exercise price of $0.099 per share.

(3) Consists of 595,919 shares of restricted common stock purchased at the price of $ .015 and a warrant to purchase an additional 595,919 shares of common stock at the price of 0.018 prior to November 30, 2005.

(4) Consists of 3,404,081 shares of restricted common stock purchased at the price of $ .015 and a warrant to purchase an additional 3,404,081 shares of common stock at the price of 0.018 prior to November 30, 2005.

(5) Consists of 32,196,969 received for debt conversion in 2003 and 2004

(6) Consists of 27,196,969 received for debt conversion in 2003 and 2004

(7) Consists of 12,037,173 previously registered plus 6,642,329 received for debt conversions in 2003 and 2004

The following information contains a description of each selling shareholder's relationship to ActiveCore Technologies and how each selling shareholder acquired the shares to be sold in this offering is detailed below. None of the selling stockholders have held a position or office, or had any other material relationship, with ActiveCore, except as follows:

SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH ACTIVECORE

o CORNELL CAPITAL PARTNERS, L.P. Cornell Capital Partners, L.P. is the investor under the Equity Line of Credit and the former holder of convertible debentures. All investment decisions of Cornell Capital Partners are made by its general partner, Yorkville Advisors, LLC. Mark Angelo, the managing member of Yorkville Advisors, makes the investment decisions on behalf of Yorkville Advisors. Cornell Capital Partners acquired all shares being registered in this offering in financing transactions with ActiveCore Technology. That transaction is explained below:

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o EQUITY LINE OF CREDIT. In April 2002, we entered into an Equity Line of Credit with Cornell Capital Partners, L.P. Pursuant to the Equity Line of Credit, we could, at our discretion, periodically sell to Cornell Capital Partners shares of common stock for a total purchase price of up to $10.0 million. For each share of common stock purchased under the Equity Line of Credit, Cornell Capital Partners paid ActiveCore 92% of the lowest closing bid price of our common stock on the Over-the-Counter Bulletin Board or other principal market on which our common stock was traded for the 5 days immediately following the notice date. Further, Cornell Capital Partners retained a fee of 3% of each advance under the Equity Line of Credit. In connection with the Equity Line of Credit, Cornell Capital Partners received 3,032,000 shares of common stock, 168,889 shares as a penalty for the late approval of ActiveCore's February 14, 2003 SB-2 filing and warrants to purchase 265,000 shares of common stock as a commitment fee. We are maintaining the registration of the 168,889 shares of common stock originally received by Cornell as a late filing penalty and the warrant consisting of 265,000 shares of common stock with 15,000 shares having an exercise price of $0.50 per share and 250,000 shares having an exercise price of $0.099 per share. We are not seeking additional registration of more shares under the Equity Line of Credit with Cornell Capital Partners, L.P. as we believe that we will be able to finance the Company from other sources of funds.

o JOSEPH ULMAN AND CORVETTE MASTERS INC. Joseph Ulman and Corvette Masters Inc., a private company controlled by Joseph Ulman, are unaffiliated shareholders. The shareholders purchased 4,000,000 restricted common shares at a price of $0.015 with a warrant attached to purchase an additional number of common shares at a 20% premium to market to expire within 18 months of purchase. Joseph Ulman makes the investment decisions on behalf of himself and Corvette Masters Inc. Under the terms of the share purchase agreement the Company undertook to register both the shares and the warrants at the next submission of a registration statement.

o NORTH ATLANTIC HOLDINGS LTD. North Atlantic Ltd. is a holding company for Jarvis Ryan, a former trade debt holder of the Company, who converted debt in the amount of $48,000 in February 2004 at $.024 into 2,000,000 restricted common shares. Mr. Jarvis makes the investment decisions for North Atlantic Ltd.

o BERRA HOLDINGS LIMITED. Berra Holdings provided term financing for the company in the year 2000 and subsequently converted the debt and accrued interest in the amount of $88,988 into 3,559,520 restricted common shares in February 2004 at a price of $.024. Mr. Peter Cochrane makes the investment decisions for the Company.

o INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL 105. On September 30, 2004 the IBEW converted a term loan previously made to a Canadian subsidiary, ActiveCore Technologies Limited, in the amount of $500,000 in to Series C preferred shares of Activecore Technologies, Inc.. At the time of the conversion ActiveCore Technologies Limited owed $70,191.77 in accrued interest on the loan. This interest was converted to common shares at the closing share price on September 30, 2004 at $.015 which represented 4,746,118 restricted common shares. Mr. John Grimshaw makes the investment decisions for this union local.

SHARES ACQUIRED AS A RESULT OF ACQUISITION ACTIVITIES

o NEIL FISHENDEN. In December 2003 the Company purchased the name E-communities UK Limited and certain distribution agreements for the expenseworld product from Mr. Neil Fishenden in a transaction valued at $101,500 in which 3,500,000 restricted common shares valued at $0.029 were issued. Mr. Fishenden makes his own investment decisions. The purchase price was fully expensed in the fourth quarter of 2003.

o JAMES BURNIE CONNING. In June 2004 the Company purchased 50% of the existing common shares of Twincentric Limited from Mr. Conning who was retiring from management of Twincentric. Mr. Conning sold his 50% holding of Twincentric to the Company in exchange for 200,000 common shares valued at $4,875 or $0.024 per share.

o POTTERS LIMITED AND HEMISPHERE FINANCE LIMITED Effective March 31, 2003 we sold Ignition Entertainment Limited, previously a wholly owned subsidiary of the Company to Potters Limited and Hemisphere Finance Limited. Prior to the sale of Ignition, Potters Limited and Hemisphere in effect acquired all of the shares of IVP that were originally issued to the founding shareholders of Ignition in order

12

that Potters and Hemisphere could pay back to us 11,000,000 shares of IVP as partial payment for the subsidiary. We are registering the original shares less the 11,000,000 share re-payment and subsequent rescission of these 11,000,000 shares in this registration statement. Mr. Faisal Randeree makes the investment decisions for Potters and Mr. S. Khan makes the investment decisions for Hemisphere Finance.

CURRENT AND FORMER OFFICERS AND DIRECTORS

o BRIAN MACDONALD, PETER HAMILTON, KEVIN BIRCH AND GENO VILLELLA. Mr. MacDonald and Mr. Hamilton are officers and directors of our Company. Mr. Birch was an officer of our Company and Mr. Villella is an employee of our Company. A portion of the shares being registered in this offering on behalf of Messrs. MacDonald, Hamilton, Birch and Villella were issued in connection with the stock purchase agreement between ActiveCore and International Technology Marketing, Inc. As explained elsewhere in this prospectus the reason for acquiring ITM was to obtain the management services of Messrs. MacDonald, Hamilton, Birch, and Villella. Of the 50,000,000 shares provided in consideration for the acquisition of ITM, 20,000,000 were issued in the quarter ended September 30, 2002; 10,000,000 were issued in the quarter ended December 31, 2002 and the remaining 20,000,000 were issued in the quarter ended June 30, 2003. International Technology Marketing Inc. and ActiveCore Technologies completed a stock purchase agreement on September 17, 2001, which was subsequently ratified by a resolution passed at the annual shareholders' meeting held on November 16, 2001. In negotiating the agreement between ITM and ActiveCore it was originally agreed that the 50,000,000 shares would be released upon achievement of milestones for revenue achievement. 30,000,000 of the shares were released in accordance with the original milestone agreement and recorded as "compensation shares" and valued at market as at the last trading day of the quarter in which they were released. In the quarter ended September 30, 2002, 20,000,000 shares became eligible for release and in the quarter ended December 31, 2002, 10,000,000 shares became eligible for release, the shares were valued at the closing price of the shares as at September 30, 2002 and December 31, 2002, respectively, and totaled $5,500,000. This value was recorded as an expense in the financial statements for the year ended December 31, 2002 which greatly increased our operating loss for the fiscal year on a non-cash basis. Following the end of the fiscal year it became apparent to the board of directors that the arrangement whereby milestone attainment would result in additional shares being released at progressively higher share prices actually worked against the interests of shareholders as greater expenses would have been incurred thereby resulting in reduced profits and thereby reduced share prices. The board of directors decided to amend the agreement dated August 17, 2001 to remove the requirement for milestone attainment. In total, Messrs. MacDonald, Hamilton and Birch each received 14,973,913 shares of common stock and Mr. Villella received 4,278,261 shares of common stock in connection with the ITM stock purchase agreement. All of these shares are being registered in this offering having been previously registered under other Form SB-2 filings.

In addition to the 50,000,000 shares referenced above as a result of the ITM acquisition, ActiveCore is registering 2,000 shares of common stock issued in connection with the acquisition of Springboard Technology Solutions now renamed ActiveCore Technologies Limited our Canadian subsidiary. These shares were issued to Messrs. MacDonald, Hamilton, Birch, Villella and Ms. Bullock in connection with that acquisition, which was consummated on July 1, 2002. The cost of the acquisition was accounted for as $260 which was the market value of the shares at issue date. Messrs. MacDonald, Hamilton and Birch each received 560 shares of common stock. Mr. Villella and Ms. Bullock each received 160 shares of common stock. All of these shares are being registered in this offering.

In the quarter ended June 30, 2003 Messrs. MacDonald and Hamilton converted debts owed to them by ActiveCore into shares and each was provided with 17,084,976 shares representing conversion of debts at the rate of $0.025 per share. In the quarter ended September 30, 2003, Mr. Birch also converted amounts owed to him by Active Core and received 1,562,700 shares converted at the rate of $0.025 per share.

In the quarter ended December 31, 2003 Messrs. MacDonald and Hamilton converted debts owed to them by ActiveCore into shares and each was provided with 17,084,976 shares representing conversion of debts at the rate of $0.025 per share. In the quarter ended September 30, 2003, Mr. Birch also converted amounts owed to him by Active Core and received 1,562,700 shares converted at the rate of $0.025 per share.

In the quarter ended March 31, 2004 Mr. Birch converted debts owed to him by ActiveCore into shares and was issued 2,096,875 shares representing conversion of debts in the amount of $50,325 at the rate of $0.024.

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On April 28, 2004 Messrs. MacDonald and Hamilton converted debts owed to them by ActiveCore into shares. Mr. MacDonald was issued 25,833,333 and Mr. Hamilton was issued 20,833,333 restricted common shares representing conversion of debts of $560,000 at the then share price of $0.012 per share. Each of Messrs. MacDonald, Hamilton, Birch and Villella make their own investment decisions.

o J. STEVEN SMITH. J. Steven Smith is an independent director of ActiveCore and is the President and CEO of ROH Inc., an Alexandria, Virginia based IT software and services company. As compensation for serving as a director, 1,000,000 shares of common stock vested on the first anniversary of his election to the board of directors and an additional 1,000,000 shares vested on November 1, 2003. Mr. Smith was elected on November 16, 2001. Mr. Smith does not receive any other consideration for his time and attention to ActiveCore Technologies. Mr. Smith makes his own investment decisions.

o STEPHEN LEWIS. Stephen Lewis is an independent director of ActiveCore and is a self employed consultant and former business owner. As compensation for serving as a director, 1,000,000 shares of common stock vested on first becoming a director of ActiveCore and a second 1,000,000 shares vested on November 1, 2003. Mr. Lewis was named to the board on June 23, 2003. Mr. Lewis is the independent financial expert on our board. Mr. Lewis makes his own investment decisions.

o JOHN CHOY. Mr. John Choy a certified accountant provides financial and accounting services to the Company. Mr. Choy has been employed since July 14, 2004 and was issued 2,000,000 common shares. The shares were valued at $0.012 per share for a total consideration of $24,000. Mr. Choy makes his own investment decisions.

o GEORGE THEODORE AND 1543772 ONTARIO INC. Effective July 31, 2004 ActiveCore entered into a one way call agreement with respect to 8,000,000 shares of Infolink Technologies Limited which may be exchanged in consideration of 16,000,000 common shares of ActiveCore. On September 28, 2004 the Company issued the shares in relation to the call agreement and is holding the 16,000,000 common shares in safekeeping pending the transaction closing. The shares were valued at $0.015 for a total value of the transaction of $240,000. Mr. Theodore makes his own investment decisions and for 1543772 Ontario Inc.

o KENT EMMERSON AND ROBERT SCHIEREN. Mr. Emmerson and Mr Schieren were each 50% shareholders of C Comm Network Corporation which was acquired by Activecore on May 6 2004. The Company valued the shares at $461,962 or $0.015 per share. Both of Messrs. Emmerson and Schieren continue to be employed in executive positions in the ActiveCast division. Each of Messrs. Emmerson and Schieren make their own investment decisions.

o ANTHONY JAMES MCGURK. Mr. McGurk was a 50% shareholder of Twincentric together with Mr. Conning. Twincentric Mr McGurk continues as managing director of the UK subsidiary of Twincentric. The Company valued the shares at provided to Mr. McGurk at $350,000 or $0.024 per share. Mr McGurk makes his own investment decisions.

o CHRIS CHAMPION. Mr. Chris Champion is employed in our UK subsidiary office as managing director of ActiveCore Technologies UK Limited. In January 2004 he was issued 1,000,000 restricted common shares valued at $.027 which are subject to forfeiture over the first 12 months of his employment. As a reward for the excellent results achieved since joining the company Mr. Champion was issued an additional 1,000,000 restricted shares on September 28, 2004 valued at $0.015 which are being recognized as an expense over the next four quarters. Mr. Champion makes his own investment decisions.

o RHONDA LINDSAY. Ms. Rhonda Lindsay was appointed VP US operations for MDI Solutions in September 2003 following purchase of certain assets of SCI Healthcare and was allocated shares as an employment incentive. The company issued 500,000 restricted common shares valued at 0.031. In February 2004 the company issued a further 250,000 restricted common shares valued at $0.024. The expenses related to these shares are being recognized over 4 quarters. Ms. Lindsay makes her own investment decisions.

o TERRY DURETTE. Mr. Terry Durette was appointed as VP North American Sales and Operations for MDI solutions in January 2004 and was issued 1,000,000 restricted common shares which are subject to forfeiture over the first 12 months of his employment. The shares were valued at $.024 for a total consideration of $24,000 which is being recognized over 4 quarters. Mr. Durette makes his own investment decisions.

14

o LESLIE SHEPPARD. Ms. Leslie Sheppard was appointed VP Business Development in January, 2004 and was provided with 1,000,000 common shares which are subject to forfeiture over the first 12 months of his employment. The shares were valued at $0.024 for a total consideration of $24,000 which is being recognized over 4 quarters. Ms. Sheppard makes her own investment decisions.

EMPLOYEES, CONSULTANTS AND PROFESSIONALS

o ROLAND UJJ. In July 2004 ActiveCore purchased a limited source code licence to certain proprietary software for mass broadcasting of faxes from the developer Roland Ujj. Mr. Ujj works on an occasional basis for ActiveCore as a software developer. Mr. Ujj elected to take the consideration of $10,000 in the form of restricted common shares of the Company. On September 28, 2004 the company issued 666,000 restricted shares valued at $10,000 to Mr. Ujj. Mr. Ujj makes his own investment decisions.

o GERALD CAMPBELL. In June, 2003 the company entered into a one year consulting contract with Mr. Campbell with respect to cell phone games and other web based entertainment software. Mr. Campbell was issued 5,000,000 shares of restricted common shares valued at $0.025 or $125,000. Mr. Campbell makes his own investment decisions.

o RODGER COWAN. In July 2003, Mr. Rodger Cowan was employed as a consultant for one year in the field of medical data integration. Mr Cowan was issued 4,000,000 restricted common shares valued at $.024 per share valued at $96,000. Mr. Cowan makes his own investment decisions.

o 1582579 ONTARIO LIMITED. In January 2004, the company entered into a consulting agreement for a term of 12 months with 1582579 Ontario Limited, an unrelated entity, and paid a deferred consulting fee which is being expensed over four quarters. Consideration of 5,000,000 restricted common shares valued at $0.024 will be paid. In September, 2004, 1582579 Ontario Limited was again engaged as a consulting firm to provide sales, strategic and acquisition related services for the company. 1582579 Ontario Limited was issued 12,000,000 restricted common shares valued at $.015 or $180,000. Joseph Ulman makes the investment decisions for the company. 1582579 Ontario Limited has signed a letter acknowledging that the Company will retain the shares in safekeeping pending completion of both consulting contracts.

o RON HIKEL. In May, 2004 Mr. Ron Hikel was engaged as a consultant to provide advice and assistance in the healthcare field to our MDI Solutions division. Mr. Hikel was issued 1,000,000 restricted common shares valued at $.015 for a value of $15,000. Mr. Hikel makes his own investment decisions.

o ISMAIL ESSACK. In March 2003 Ismail Essack, a former employee of ActiveCore Technologies was provided with 300,000 shares of restricted stock for services related to the divestiture of Ignition Entertainment in March 2003. Mr. Essack's shares were valued at .025 for $7,500. Mr. Essack makes his own investment decisions.

o YVAN COESSENS. In July 2004 Mr. Coessens received 150,000 shares valued at .015 as compensation for investor relations activities in Europe. Mr. Coessens is located in Belgium and assists with translation of information between English and several European languages. Mr. Coessens makes his own investment decisions.

o ANTHONY JAMES MCGURK IN TRUST FOR THE EMPLOYEES OF TWINCENTRIC LIMITED. As part of the acquisition of Twincentric Limited the company provided for existing employees of Twincentric to be given shares in the acquiring entity. Activecore issued 1,000,000 shares valued at $0.024 or $24,000 as retention bonuses. The shares will be issued to specific employees in December 2004.

o PHILIP WATTLEWORTH. In January 2004 we issued 1,000,000 restricted common shares to Philip Wattleworth an employee in our UK office. The shares were valued at $0.027 for a value of $27,000. Mr. Wattleworth makes his own investment decisions.

15

o ADRIAN THOMPSON. In February 2004 we issued 500,000 restricted common shares to Adrian Thompson then an employee in our UK office. The shares were valued at $0.024 for a value of $27,000. Mr. Thompson makes his own investment decisions.

o PATRICK BOYDELL, JON CONNER, JOE OLIVA, GERRY VANDONKERSGOOED. In
May 2004, Patrick Boydell, Jon Conner, Joe Oliva, Gerry Vandonkersgooed joined the Company as consultants to its Activecast division. In May 2004 the Company issued shares valued at $.015. These employees have signed a letter allowing the Company to retain the shares in safekeeping pending completion of their 12 months of service. Each of Messrs. Boydell, Conner, Oliva and Vandonkersgooed make their own investment decisions.

o KENNETH HO MING LEUNG, TIM TANG, U JIN HOO, ADAM STOTTS, DAN TRIPP, RUSSELL HAMILTON, NADEEN HAWA AND VALERIE SHEN. In 2003 and 2004
Kenneth Ho Ming Leung, Tim Tang, U Jin Hoo, Adam Stotts, Dan Tripp, Russell Hamilton, Nadeen Hawa and Valerie Shen were employees in the Company's Canadian operations in development, administration, marketing and technical services. In August 2003 and May 2004 the company issued shares valued at between $0.015 to $.025 to these employees. The Company is recognizing the expense over the four quarters following each employee's share issuance. All shares which have been earned are being retained in safekeeping pending completion of their 12 months of service. Each of these employees makes their own investment decisions.

o STEVE ARISS, JASON AZEVEDO, GRAHAM LOWMAN, AND FREDRICK WAHRMAN. Steve Ariss, Jason Azevedo, Graham Lowman, and Fredrick Wahrman are all former employees or contractors for the Company who are now employed by SilverBirch Studios, the Company's former cell phone game development operation. Shares were provided in 2003 and have been fully expensed in prior periods. The shares were valued between $0.18 and $0.025 at the time of issuance.

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BROKERAGE PARTNERS