definiens: means this agreement and all amendments made hereto by writtenagreement between the Corporation and MGI ; means December 31, 1999 ; means a day of the year other than a Saturday or Sunday orstatutory holiday in the Province of Quebec or the State of Minnesota ; means the Class A Shares of the Corporation ; means the information in the audited financialstatements of the Corporation as at December 31, 1999, together with theauditors ' report thereon, a copy of which is attached hereto as Schedule ; < PAGE > -2- means August 2, 2000, or such later date as may beagreed to by the parties hereto in writing, but in no event later than August 9,2000 ; has the meaning ascribed thereto in section2.1(a ) ; has the meaning ascribed thereto in section2.1(a ) ; means the audited balance sheet of the Corporation as atDecember 31, 1999, which is included in the Financial Information ; means that certain License Agreement dated as of August 2,2000 between the parties hereto ; means a material change for purposes of any of the SecuritiesLaws ; means a material fact for purposes of any of the SecuritiesLaws ; means a misrepresentation for purposes of any of theSecurities Laws ; means either the initial public offering of shares of the Corporationor the closing of a private placement of Class A Shares which results inaggregate net proceeds to the Corporation of not less than CDN $ 5,000,000 ( butexcluding the Second Equity Purchase Price ), which private placement may includethe second tranche of that certain private placement by the Corporation whichclosed on July 14, 2000