West 49 Inc. — Capital/Financing Update 2004

Sep 23, 2004

MATERIAL CHANGE REPORT

PURSUANT TO

NATIONAL INSTRUMENT 51-102

1. NAME AND ADDRESS OF COMPANY

J.U.M. Capital Inc. (“JUM”) 5500 North Service Road 10th Floor Burlington, Ontario L7L 5H7

2. DATE OF MATERIAL CHANGE

September 20, 2004

3. NEWS RELEASE

JUM filed a news release on SEDAR on September 20, 2004. A copy of the news release is attached hereto as Appendix “A”.

4. SUMMARY OF MATERIAL CHANGE

JUM announced that it had entered into a definitive agreement to acquire all of the shares of West 49 Inc. (“West 49”), a Canadian clothing and accessories retailer, for consideration valued at approximately $24 million. JUM had previously entered into a non-binding letter of intent to acquire West 49, which was announced on August 3, 2004.

The acquisition is being effected in order to take advantage of JUM’s tax losses by acquiring a profitable business.

JUM does not currently own a business or any operating assets. The acquisition of West 49 will result JUM operating an active business, being that of West 49.

The acquisition is to be effected, and the purchase price is to be satisfied, by the payment of $6 million in cash, approximately $5.8 million in common shares of JUM at $0.06 per JUM common share, and approximately $12.2 million in cumulative preferred shares of JUM. Such JUM preferred shares will be non-voting, entitled to cumulative quarterly dividends at a rate equal to prime plus 2% per annum and be convertible, in certain circumstances, into JUM common shares at a conversion price of $0.10 per common share. They will be redeemable by JUM after the sixth anniversary and retractable by the holder after the third anniversary of their issuance. JUM intends to finance part of the acquisition cost through a private placement of not less than $4.2 million in JUM common shares (the completion of which is a condition of closing). The number of JUM common shares and JUM preferred shares to be issued in the acquisition will be adjusted based on the number of JUM common shares issued in the private placement.

5. FULL DESCRIPTION OF MATERIAL CHANGE

Please see the news release attached hereto as Appendix “A”.

The majority of the shares of West 49 are owned indirectly by Maureen Fowler, an associate of Kenneth Fowler, a director of JUM, who also beneficially owns or controls approximately 19.9% of the outstanding common shares of JUM. Accordingly, the transaction is non-arm’s length in nature, and closing is not expected to result in a change in effective voting control of West 49. Based on the currently anticipated number of JUM common shares to be issued in the transaction and the private placement, following closing of the transaction, Mr. Fowler will, with his associates, beneficially own, directly or indirectly, 5.8% of the outstanding JUM common shares, while Ms. Fowler will beneficially own, indirectly, approximately 23.9% of the outstanding common JUM shares and 73.5% of the outstanding JUM preference shares.

Completion of the acquisition of West 49 is subject to a number of conditions, including: obtaining the approval of JUM’s shareholders, including minority approval, to the transaction; the receipt of required regulatory approvals; the closing of the private placement; the completion of mutually satisfactory due diligence; and the receipt of required consents on satisfactory terms.

JUM anticipates that a special meeting of shareholders will be held in October, which, assuming the required shareholder and other approvals are obtained, is expected to allow for the transaction to close by early November 2004. The shareholders of JUM will also be asked to approve the consolidation of its common shares and to change its name to “West 49 Corp.”

6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

Not Applicable.

7. OMITTED INFORMATION

None.

8. EXECUTIVE OFFICER

Further information regarding the matters described in this report may be obtained from James Gormley, President and CEO of JUM, who is knowledgeable about the details of the material change and may be contacted at (905) 634-4244 x250.

1. DATED at Burlington, Ontario this 22nd day of September, 2004.

J.U.M. CAPITAL INC.

(signed) “James Gormley”

By:

Name: James Gormley Title: President and Chief Executive Officer

Appendix “A” News Release

FOR IMMEDIATE RELEASE LISTED: TSX SYMBOL: JUM

PRESS RELEASE

J.U.M. CAPITAL INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE NATIONAL RETAILER, WEST 49 INC.

BURLINGTON, ONTARIO, September 20, 2004 – J.U.M. Capital Inc. (“JUM”) (Toronto Stock Exchange: JUM), announced today that it had entered into a definitive agreement to acquire all of the shares of West 49 Inc. (“West 49”), a Canadian clothing and accessories retailer, for consideration valued at approximately $24 million. JUM had previously entered into a non-binding letter of intent to acquire West 49, which was announced on August 3, 2004.

The acquisition is to be effected, and the purchase price is to be satisfied, by the payment of $6 million in cash, approximately $5.8 million in common shares of JUM at $0.06 per JUM common share, and approximately $12.2 million in cumulative preferred shares of JUM. Such JUM preferred shares will be non-voting, entitled to cumulative quarterly dividends at a rate equal to prime plus 2% per annum and be convertible, in certain circumstances, into JUM common shares at a conversion price of $0.10 per common share. They will be redeemable by JUM after the sixth anniversary and retractable by the holder after the third anniversary of their issuance. JUM intends to finance part of the acquisition cost through a private placement of not less than $4.2 million in JUM common shares (the completion of which is a condition of closing). The number of JUM common shares and JUM preferred shares to be issued in the acquisition will be adjusted based on the number of JUM common shares issued in the private placement.

The majority of the shares of West 49 are owned indirectly by an associate of Kenneth Fowler, a director of JUM, who also beneficially owns or controls approximately 19.9% of the outstanding common shares of JUM. Accordingly, the transaction is non-arm’s length in nature, and closing is not expected to result in a change in effective voting control of West 49. The transaction will require, among other things, majority of minority approval by JUM’s shareholders and closing is also subject to regulatory and TSX approval.

The Board of Directors of JUM constituted a committee of independent directors to review the proposed acquisition. The special committee retained an independent valuations firm, LECG Canada Ltd., to provide advice and assistance to the special committee by:

• preparing and delivering an independent valuation of the shares of West 49; and

• providing an opinion as to the fairness of the proposed transaction, from a financial point of view, to JUM and the shareholders of JUM, other than those related, directly or indirectly, to the shareholders of West 49.

LECG Canada Ltd. has delivered an independent valuation and fairness opinion to the special committee and has concluded that the transaction is fair, from a financial point of view, to JUM and its shareholders, other than those related, directly or indirectly, to the shareholders of West 49.

The JUM Board of Directors, on the recommendation of the special committee, has approved the acquisition and expects, in the forthcoming information circular, to recommend that shareholders of JUM vote in favour of the acquisition. The date of the JUM shareholder meeting is expected to be announced shortly.

Completion of the acquisition of West 49 is subject to a number of conditions, including: obtaining the approval of JUM’s shareholders, including minority approval, to the transaction; the receipt of required regulatory approvals; the closing of the private placement; the completion of mutually satisfactory due diligence; and the receipt of required consents on satisfactory terms. JUM anticipates that a special meeting of shareholders will be held in October, which, assuming the required shareholder and other approvals are obtained, is expected to allow for the transaction to close by early November 2004. The shareholders of JUM will also be asked to approve the consolidation of its common shares and to change its name to West 49 Corp.

About West 49 Inc.

West 49 is a retailer of moderately priced brand name and private label apparel, footwear and accessories to action sports enthusiasts with an emphasis on skateboarding, snowboarding and surfing. West 49 is Canada's largest skateboard retailer. West 49 was established in 1995 and has grown from 3 stores to 55 stores, the majority of which are located in high traffic urban malls. Retail Dimensions Inc., an associated company of Ken Fowler Enterprises Limited, along with senior management of West 49, owns West 49 Inc.

Information in this news release that is not current or historical factual information may constitute forward-looking information. Implicit in this information are assumptions that, although considered reasonable by JUM at the time of preparation, may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties and could differ materially from what is currently expected, and there can be no assurance that the acquisition of West 49 will be completed.

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For further information please contact James Gormley, President and CEO, J.U.M Capital Inc. at (905) 634-4244 extn. 250, 5500 North Service Road, 10[th] Floor, Burlington, Ontario L7L 5H7.