1A


The  Articles  of the  Corporation  are  amended  to  create a first  series  of
1,374,570  preferred  shares  which shall be  designated  Cumulative  Redeemable
Convertible  Preferred  Shares,  Series A (the "Series A Shares") and shall have
attached  thereto,  in  addition  to  the  rights,   privileges,   restrictions,
conditions and  limitations  attaching to the Preferred  Shares as a class,  the
following  rights,  privileges,  restrictions  and  conditions  (the  "Series  A
Provisions"):

1         General

1.1       Definitions

          Where  used in these  Series A  Provisions,  the  following  words and
phrases shall,  unless there is something in the context otherwise  inconsistent
therewith, have the following meanings, respectively:

(1)       "business day" means a day other than a Saturday,  Sunday or any other
          day  when   banks  in  the   municipality   in  Canada  in  which  the
          Corporation's  registered  office is then  situated are  authorized by
          applicable laws to be closed;

(2)       "Common  Shares" means common shares of the Corporation as such shares
          were  constituted  on June 30, 2000,  or as such shares may be changed
          from time to time, provided that any adjustment in the Conversion Rate
          required by clause 3.5 hereof has been made;



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                                                                              1B


(3)       "close of business"  means the normal  closing  hour of the  principal
          office of the transfer agent for the Common Shares located  nearest to
          the registered office of the Corporation;

(4)       "Conversion  Rate" at any time means the number of Common  Shares into
          which one Series A Share may be converted  at such time in  accordance
          with the provisions of section 3;

(5)       "Current  Market  Price" of the  Common  Shares on any date  means the
          arithmetic  weighted average trading prices for sales of board lots of
          Common  Shares on The Toronto Stock  Exchange and the Nasdaq  National
          Market  (with  prices on The Toronto  Stock  Exchange  converted  into
          United  States  dollars at the noon buying rate  certified  by the New
          York Federal  Reserve  Bank for customs  purposes on such date) or, if
          the Common  Shares are not then  listed and posted for  trading on The
          Toronto Stock Exchange or the Nasdaq  National  Market,  on such stock
          exchange on which such shares are listed and posted for trading and on
          which such shares are most actively traded,  during the 20 consecutive
          trading  days  ending on a date not  earlier  than the 5th trading day
          preceding such date,  provided that in the event the Common Shares are
          not listed on any stock  exchange  the Current  Market  Price shall be
          determined  by  an  independent  investment  dealer  selected  by  the
          directors which determination shall be conclusive;

(6)       "Deferred  Dividend  Amount" in  respect of a Series A Share  means an
          amount calculated and compounded semi-annually on the dividend payment
          dates determined at a rate of 5% per annum during the Initial Dividend
          Period and at a rate 10% per


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                                                                              1C

          annum during the  Subsequent  Dividend  Period on the aggregate of (i)
          the amount of all preferential cumulative dividends that have not been
          paid on such Series A Share on the scheduled  dividend payment date or
          dividend  payment dates,  whether or not such dividends were declared,
          for so long as such  dividends  remain accrued and unpaid from time to
          time and (ii) the Deferred  Dividend  Amount that has  accumulated  in
          prior  calculation  periods  and remains  unpaid;  the period from and
          including  a dividend  payment  date to, but not  including,  the next
          dividend  payment date is a  "calculation  period" for the purposes of
          this definition;

(7)       "director"  means a director of the Corporation for the time being and
          "directors"  or "board of  directors"  means the board of directors of
          the Corporation or, if duly  constituted and empowered,  the executive
          committee of the board of directors  of the  Corporation  for the time
          being, and reference,  without further  elaboration,  to action by the
          directors means either action by the directors of the Corporation as a
          board or action by the said executive committee as such committee;

(8)       "herein",  "hereto",  "hereunder",   "hereof",  "hereby"  and  similar
          expressions  mean or refer to these Series A Provisions and not to any
          particular section, clause, subclause,  subdivision or portion hereof,
          and the expressions "section",  "clause" and "subclause" followed by a
          number or a letter mean and refer to the specified section,  clause or
          subclause hereof;

(9)       "Initial Issue Date" means the first date on which any Series A Shares
          are issued and outstanding;


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                                                                              1D

(10)      "Junior Shares" means any shares of the  Corporation  ranking after or
          subordinate  to the Series A Shares as to the payment of  dividends or
          the return of capital,  including,  without limiting the generality of
          the foregoing, the Common Shares;

(11)      "Liquidation  Distribution"  means  the  liquidation,  dissolution  or
          winding-up of the Corporation,  whether  voluntary or involuntary,  or
          any  other  distribution  of  assets  of  the  Corporation  among  its
          shareholders for the purpose of winding up its affairs;

(12)      "ranking as to capital"  means ranking or priority with respect to the
          distribution of assets in the event of a Liquidation Distribution;

(13)      "Series A Holder" means a person  recorded on the securities  register
          of the  Corporation  as being  the  registered  holder  of one or more
          Series A Shares;

(14)      "trading day" means any day on which The Toronto Stock Exchange or the
          Nasdaq  National Market are open for business and on which one or more
          board  lots of the  relevant  class of shares of the  Corporation  are
          traded on either or both such exchanges; and

(15)      "transfer  agent" means the corporation or  corporations  from time to
          time appointed by the directors as the transfer agent for the Series A
          Shares and, in the event that no such person is  appointed,  "transfer
          agent" means the Corporation.

1.2       Gender, etc.

          Words  importing only the singular  number include the plural and vice
versa and words importing any gender include all genders.

 1.3      Currency


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                                                                              1E

          All  monetary  amounts  referred to herein shall be in lawful money of
the United States of America.

1.4       Headings

          The  division of these  Series A Provisions  into  sections,  clauses,
subclauses  or  other  subdivisions  and  the  insertion  of  headings  are  for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation hereof.

1.5       Business Day

          In the event  that any date upon which any  dividends  on the Series A
Shares are payable by the  Corporation,  or upon or by which any other action is
required to be taken by the Corporation or any Series A Holder hereunder, is not
a business day,  then such dividend  shall be payable or such other action shall
be  required  to be taken on or by the next  succeeding  day which is a business
day.

1.6       Business  Corporations  Act  (Ontario)

          These Series A Provisions  shall be governed by and are subject to the
applicable  provisions  of the  Business  Corporations  Act  (Ontario),  as such
statute may from time to time be amended,  varied,  replaced or re-enacted  (the
"OBCA") and all other laws binding upon the Corporation and, except as otherwise
expressly  provided herein,  all terms used herein which are defined in the OBCA
shall have the respective meanings ascribed thereto in the said Act.

2         Dividends

2.1       Declaration and Payment of Dividends

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                                                                              1F



2.2      The  holders of Series A Shares  shall be  entitled to receive and the
Corporation  shall pay thereon,  as and when declared by the board of directors,
preferential cumulative cash dividends at the rate per Series A Share (a) during
the period from the Initial Issue Date to the third  anniversary  of the Initial
Issue Date (the  "Initial  Dividend  Period")  at a rate per annum  equal to the
greater of (i) $0.7275 and (ii) the amount that would have been paid during such
period  if such  Series A Share had been  converted  into  Common  Shares at the
Conversion  Rate  immediately  prior  to the  start  of  such  period,  and  (b)
thereafter (the "Subsequent  Dividend  Period") at a rate per annum equal to the
greater of (iii)  $1.455 and (iv) the  amount  that would have been paid  during
such period if such Series A Share had been  converted into Common Shares at the
Conversion  Rate  immediately  prior to the start of such period.  To the extent
that non-cash dividends have been paid on the Common Shares during a period, the
amount payable under (ii) and (iv) above shall include the cash equivalent value
of such  non-cash  dividends  determined  as of the date payment was made to the
holders of Common  Shares.  Such  dividends  shall accrue from and including the
date of issue of such  shares and,  subject as  hereinafter  provided,  shall be
payable  semi-annually on the last day of each of June and December in each year
(each of which dates is hereinafter  referred to as a "dividend  payment date").
The first dividend payment date shall be December 31, 2000.

2.3       Amount of Dividend

          The amount of the  dividend  for any period  which is less than a full
half-year with respect to any Series A Share:

    (i)         which is issued, redeemed or purchased; or


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                                                                              1G

     (ii)      where assets of the  Corporation  are distributed to the Series A
               Holders pursuant to section 7 hereof;

shall be equal to the amount  calculated  by  multiplying  the  annual  dividend
entitlement  contemplated  in section 2.1 for the relevant  period by a fraction
the  numerator of which is the number of days in such  half-year  for which such
share has been outstanding (including the dividend payment date at the beginning
of such  half-year if such share was  outstanding on that date and excluding the
next  succeeding  dividend  payment date if such share was  outstanding  on that
date),  and the denominator of which is 365.

          The amount of the  dividend  payable in respect of each Series A Share
on the first  dividend  payment date  following  the Initial Issue Date shall be
that  proportion  of $0.36375  which the number of days from and  including  the
Initial Issue Date to but excluding  such dividend  payment date is to the total
number of days in the six  month  period  immediately  preceding  such  dividend
payment date.


2.4       Cumulation of Dividends

          If on any dividend  payment date a dividend  accrued to and payable on
such  date  is not  paid  in  full  on the  Series  A  Shares  then  issued  and
outstanding,  the  dividend  or the  unpaid  part  thereof  shall  be  paid on a
subsequent  date as determined  by the board of directors.  The Series A Holders
shall  not  be  entitled  to  any  dividends  other  than  or in  excess  of the
preferential cumulative dividends provided for in this section 2.

2.5       Method of Payment

          Any  dividends  declared  on the  Series  A  Shares  shall  be paid by
forwarding  by  pre-paid  first  class  mail,  mailed on or before the  dividend
payment date,  addressed to each Series A Holder at its address as it appears on
the books of the Corporation or, in the case of joint holders, to the address of
that one of the  joint  holders  whose  name  stands  first in the  books of the
Corporation,


<PAGE>





a cheque for such dividends  (less the amount of any tax required to be deducted
or withheld by the  Corporation)  payable to or to the order of such holder (or,
in the case of joint  holders,  registered  in the  name of,  all such  holders,
failing written  instructions  from them to the contrary).  Notwithstanding  the
foregoing,  any  dividend  cheque may be  delivered  to a Series A Holder at its
address  as  aforesaid.  The  mailing  or  delivery  of any such  cheque  in the
foregoing  manner  shall  satisfy  such  dividends  to the  extent  of  the  sum
represented  by such cheque  (plus the amount of any tax required to be deducted
or withheld as aforesaid)  unless such cheque is not paid on presentation.  Each
dividend  on the  Series  A  Shares  shall  be  paid to the  registered  holders
appearing on the registers at the close of business on such day (which shall not
be more than 30 days  preceding the date fixed for payment of such  dividend) as
may be determined in advance from time to time by the directors.

3         Conversion

3.1       Right to Convert


          Upon and subject to the terms and  conditions  hereinafter  set forth,
the holders of Series A Shares  shall have the right,  at any time and from time
to time,  commencing on the earlier of (i) the sixth  anniversary of the Initial
Issue  Date  and (ii) the  third  anniversary  of the  Initial  Issue  Date if a
take-over bid (as defined in the  Securities Act (Ontario)) is announced for the
Common  Shares  or  if  the  Corporation  agrees  to  participate  in a  Capital
Reorganization  (as defined in  subclause  3.5.4.  below),  and ending up to the
close of business on June 30, 2007, or, in the case



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                                                                              1I

of Series A Shares called for  redemption  after the Series A Shares have become
convertible,  to the close of business on the business day immediately preceding
the date fixed for redemption,  whichever is earlier (provided, however, that if
the Corporation shall fail to redeem such Series A Shares in accordance with the
notice of redemption the right of conversion  shall  thereupon be restored as if
such call for redemption had not been made), to convert all or any part of their
Series  A Shares  into  fully  paid and  non-assessable  Common  Shares,  at the
Conversion  Rate in effect on the date of conversion.  Unless and until adjusted
in accordance  with these Series A Provisions,  the Conversion Rate shall be one
Common Share for each Series A Share to be converted.


3.2  Conversion Procedure

          The  conversion  right  provided for in clause 3.1 may be exercised by
completing  and  executing  the  notice  of  conversion  on the  certificate  or
certificates  representing  the  Series A Shares in  respect of which the holder
thereof  desires to exercise such right of conversion and by delivering the said
certificate or certificates to the transfer agent for the Series A Shares at any
office for the  transfer of the Series A Shares.  The said notice of  conversion
shall be signed by such holder or by his duly authorized attorney or agent, with
signature  guaranteed in a manner  satisfactory  to the transfer agent and shall
specify the number of Series A Shares which the Series A Holder  desires to have
converted. The transfer form in the certificate or certificates in question need
not be endorsed, except in the circumstances contemplated by clause 3.3. If less
than all the Series A Shares represented by a certificate or certificates are to
be converted,  the Series A Holder shall be entitled to receive,  at the expense
of  the  Corporation,  a  new  certificate  representing  the  Series  A  Shares
represented by the  certificate or  certificates  surrendered as aforesaid which
are not to be converted.


3.3       Person to Whom Common Shares Will be Issued

          On any conversion of Series A Shares the share certificates for Common
Shares resulting  therefrom shall be issued at the expense of the Corporation in
the name of the  registered  holder of the Series A Shares  converted or in such
name or names as such  registered  holder may direct in writing,  provided  that
such registered holder shall pay any applicable  security transfer taxes. In any
case where the Common Shares are to be issued in the name of a person other than
the holder of the  converted  Series A Shares,  the transfer form on the back of
the certificates in

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                                                                              1K

question  shall be endorsed by the  registered  holder of the Series A Shares or
its duly  authorized  attorney or agent,  with signature  guaranteed in a manner
satisfactory to the transfer agent.


3.4       Effective Date of Conversion

          Each Series A Holder  whose  shares are to be converted in whole or in
part (or any other  person or persons  in whose  name or names any  certificates
representing Common Shares are issued as provided in clause 3.3) shall be deemed
to have become the holder of record of the Common  Shares into which such Series
A Shares are converted,  for all purposes, on the respective dates of receipt by
the transfer agent of the certificate or certificates  representing the Series A
Shares to be converted as provided in clause 3.2,  notwithstanding  any delay in
the delivery of the certificate or certificates  representing  the Common Shares
into which such Series A Shares have been  converted  and,  effective  as of and
throughout  such  respective  dates,  the  Series  A  Holder  shall  cease to be
registered as the holder of record of the Series A Shares so converted.


3.5       Adjustment of Conversion Rate

3.5.1     If and  whenever  at any time and  from  time to time the  Corporation
shall: (i) subdivide, redivide or change its then outstanding Common Shares into
a greater number of Common Shares; (ii) reduce, combine or consolidate or change
its then  outstanding  Common Shares into a lesser number of Common  Shares;  or
(iii) issue Common Shares (or securities exchangeable or convertible into Common
Shares)  to the  holders  of all or  substantially  all of its then  outstanding
Common Shares by way of stock dividend or other distribution (other than a stock
dividend paid in the ordinary  course) (any of such events being herein called a
"Common Share Reorganization"),  the Conversion Rate shall be adjusted effective
immediately after the




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                                                                              1L


record date at which the holders of Common Shares are determined for the purpose
of the Common Share  Reorganization by multiplying the Conversion Rate in effect
on such record date by the quotient obtained when:


     (A)  the number of Common Shares  outstanding  after the completion of such
          Common Share  Reorganization (but before giving effect to the issue of
          any Common Shares issued after such record date otherwise than as part
          of such  Common  Share  Reorganization)  including,  in the case where
          securities   exchangeable  or  convertible   into  Common  Shares  are
          distributed,  the  number  of  Common  Shares  that  would  have  been
          outstanding  had such  securities been exchanged for or converted into
          Common  Shares on such  record  date,  is divided by

     (B)  the number of Common  Shares  outstanding  on such  record date before
          giving effect to the Common Share Reorganization.

3.5.2     If and whenever at any time the Corporation  shall fix the record date
for the  issuance  of  rights,  options  or  warrants  to the  holders of all or
substantially  all of its outstanding  Common Shares entitling them for a period
expiring  no more than 45 days after such  record  date to  subscribe  for or to
purchase Common Shares (or securities of the Corporation convertible into Common
Shares) at a price per Common  Share (or  having a  conversion  price per Common
Share) of less than 95% of the Current  Market  Price of a Common  Share on such
record date (any such event being  herein  referred to as a "Rights  Offering"),
then the Conversion Rate then in effect shall be adjusted immediately after such
record date by multiplying  the Conversion Rate in effect on such record date by
the quotient obtained when:


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                                                                              1M



     (A)  the sum of the number of Common Shares outstanding on such record date
          and the number of additional Common Shares offered for subscription or
          purchase  under the Rights  Offering  (or the number of Common  Shares
          into which the securities so offered are convertible) is divided by


     (B)  the sum of the number of Common Shares outstanding on such record date
          and a number  determined by dividing the aggregate  price of the total
          number  of  additional  Common  Shares  offered  for  subscription  or
          purchase under the Rights Offering (or the aggregate  conversion price
          of the convertible  securities so offered) by the Current Market Price
          of a Common Shares on such record date.

          Any Common Shares owned by or held for the account of the  Corporation
shall be deemed not to be outstanding  for the purpose of any such  computation.
If such  rights,  options  or  warrants  are not so issued or if, at the date of
expiry of the rights,  options or warrants subject to the Rights Offering,  less
than  all the  rights,  options  or  warrants  have  been  exercised,  then  the
Conversion  Rate shall be  readjusted  effective  immediately  after the date of
expiry to the  Conversion  Rate which  would have been in effect if such  record
date had not been fixed or to the Conversion  Rate which would then be in effect
on the date of expiry if the only  rights,  options or warrants  issued had been
those that were exercised, as the case may be.

3.5.3    If and  whenever at any time the  Corporation  shall fix a record date
for the  making of a  distribution  (including  a  distribution  by way of stock
dividend)  to the holders of all or  substantially  all its  outstanding  Common
Shares of: (i) shares of the  Corporation  of any class other than Common Shares
(and shares convertible into Common Shares referred to in subclause 3.5.1); (ii)
rights,  options or warrants  (excluding a Rights Offering,  rights,  options or
warrants



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                                                                              1N



exercisable  within 45 days of the record  date  having a  conversion  price per
Common  Share equal to or greater than 95% of the then  Current  Market  Price);
(iii) evidences of its  indebtedness  (excluding  indebtedness  convertible into
Common Shares referred to in subclause  3.5.1);  or (iv) assets (other than with
respect to (i),  (ii),  (iii) and (iv)  above,  dividends  paid in the  ordinary
course and a Common Share  Reorganization) (any such event being herein referred
to as a "Special  Distribution")  then, in each such case, the  Conversion  Rate
shall be  adjusted  effective  immediately  after the  record  date at which the
holders  of  Common  Shares  are  determined  for the  purposes  of the  Special
Distribution by multiplying the Conversion Rate in effect on such record date by
the quotient obtained when:


     (A)  the product  obtained when the number of Common Shares  outstanding on
          the record date is multiplied by the Current  Market Price of a Common
          Share on such date, is divided by

     (B)  the  difference  obtained when the amount by which the aggregate  fair
          market  value  (as  determined  by  the  board  of  directors,   which
          determination  shall be  conclusive) of the shares,  rights,  options,
          warrants,  evidences of  indebtedness  or assets,  as the case may be,
          distributed in the Special  Distribution exceeds the fair market value
          (as determined by the board of directors, which determination shall be
          conclusive) of the  consideration,  if any,  received  therefor by the
          Corporation,  is subtracted from the product  obtained when the number
          of Common Shares  outstanding  on the record date is multiplied by the
          Current Market Price of a Common Share on such date,


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                                                                              1O


provided that no such adjustment  shall be made if the result of such adjustment
would be to  decrease  the  Conversion  Rate in effect  immediately  before such
record  date.  Any  Common  Shares  owned  by or  held  for the  account  of the
Corporation  shall be deemed not to be  outstanding  for the purpose of any such
computation.  Such adjustment shall be made successively  whenever such a record
date is  fixed.  To the  extent  that  such  distribution  is not so  made,  the
Conversion Rate shall be readjusted effective immediately to the Conversion Rate
which  would  then be in effect  based upon such  shares or  rights,  options or
warrants or evidences of indebtedness or assets actually distributed.

3.5.4    If and whenever there is a capital  reorganization  of the Corporation
not  otherwise  provided  for in this  clause  3.5 or a  consolidation,  merger,
arrangement or amalgamation  (statutory or otherwise) of the Corporation with or
into   another  body   corporate   (any  such  event  being  called  a  "Capital
Reorganization"),  any  Series  A  Holder  who has not  exercised  its  right of
conversion  prior to the record date for such  Capital  Reorganization  shall be
entitled to receive  and shall  accept,  upon the  exercise of such right at any
time  after the  record  date for such  Capital  Reorganization,  in lieu of the
number of Common Shares to which it was  theretofore  entitled upon  conversion,
the aggregate  number of shares or other securities of the Corporation or of the
corporation  or body  corporate  resulting,  surviving  or  continuing  from the
Capital Reorganization that such holder would have been entitled to receive as a
result of such Capital  Reorganization  if, on the record date,  it had been the
registered  holder of the  number of Common  Shares to which he was  theretofore
entitled upon  conversion,  subject to adjustment  thereafter in accordance with
provisions the same, as nearly as may be possible, as those contained in clauses
3.5 and 3.6; provided that no such Capital  Reorganization shall be carried into
effect unless all necessary steps


<PAGE>


                                                                              1P


shall have been taken so that the Series A Holders shall  thereafter be entitled
to receive such number of shares or other  securities of the  Corporation  or of
the  corporation or body corporate  resulting,  surviving or continuing from the
Capital Reorganization.

3.5.5     In the case of any  reclassification  of,  or  other  change  in,  the
outstanding Common Shares other than a Common Share  Reorganization or a Capital
Reorganization,  the right of conversion shall be adjusted immediately after the
record date for such  reclassification  or other change so that Series A Holders
shall be entitled to receive,  upon the exercise of such right at any time after
the  record  date  of  such  reclassification  or  other  change,  such  shares,
securities  or rights as they would have  received had such Series A Shares been
converted  into Common Shares  immediately  prior to such record date subject to
adjustment  thereafter in accordance with provisions,  the same as nearly may be
possible, as those contained in clauses 3.5 and 3.6.

3.5.6     In the event that one or more  preferential  cumulative  dividends are
not paid on the Series A Shares on the scheduled  dividend payment date, whether
or not such dividend or dividends were declared,  and such dividend or dividends
remain accrued but unpaid or there is a Deferred  Dividend  Amount in respect of
such Series A Share,  at the time that a Series A Holder  exercises his right to
convert  such Share,  the  Conversion  Rate for each Series A Share so converted
shall be adjusted  effective on the base of  conversion by  multiplying  (a) the
Conversion Rate in effect immediately prior to the time of conversion by (b) the
quotient  obtained when (i) the sum of (A)$14.55  plus (B) the amount of accrued
but  unpaid  dividends  on such  Series A Share plus (C) the  Deferred  Dividend
Amount in respect of such Series A Share, is divided by (ii) $14.55.


<PAGE>


                                                                              1Q

3.6       Rules for Adjustment of Conversion Rate

          The  following  rules  and  procedures  shall  be  applicable  to  the
adjustments of the Conversion Rate made pursuant to clause 3.5:


3.6.1     If the purchase price provided for in any rights,  options or warrants
(the  "Rights  Offering  Price")  referred  to in  subclauses  3.5.2 or 3.5.3 is
decreased,  the Conversion Rate shall forthwith be changed so as to increase the
Conversion  Rate to such  Conversion  Rate as would have been  obtained  had the
adjustment to the Conversion Rate made pursuant to subclauses 3.5.2 or 3.5.3, as
the case may be with respect to such rights,  options or warrants been made upon
the  basis of the  Rights  Offering  Price as so  decreased,  provided  that the
provisions of this subclause 3.6.1 shall not apply to any decrease in the Rights
Offering Price resulting from provisions in any such rights, options or warrants
designed to prevent  dilution if the resulting  increase in the Conversion  Rate
under this  subclause  3.6.1 is not greater  than the  increase,  if any, in the
Conversion  Rate to be made  pursuant  to the  provisions  of this  section 3 by
virtue of the occurrence of the event giving rise to such decrease in the Rights
Offering Price;

3.6.2     No  adjustment  in the  Conversion  Rate shall be  required  unless an
increase or decrease of at least one per cent of the prevailing  Conversion Rate
would result;  provided,  however,  that any  adjustment  which,  except for the
provisions  of this  subclause  3.6.2 would  otherwise  have been required to be
made,  shall be  carried  forward  and  taken  into  account  in any  subsequent
adjustment;

3.6.3     No  adjustment  in the  Conversion  Rate  shall  be made  pursuant  to
subclauses  3.5.2  or 3.5.3 in  respect  of any  rights,  options,  warrants  or
distributions if identical rights, options, warrants or shares are issued to the
holders of the  Series A Shares as though and to the same


<PAGE>


                                                                              1R

effect as if they had  converted  their Series A Shares into Common Shares prior
to the issue of such  rights,  options,  warrants  or shares any such  issued of
rights,  warrants or distributions to the holders of the Series A Shares,  being
subject to the prior consent of The Toronto Stock Exchange.

3.6.4     In the absence of a resolution of the  directors  fixing a record date
for a Special Distribution or a Rights Offering, the Corporation shall be deemed
to have  fixed  as the  record  date  therefor  the date on  which  the  Special
Distribution or Rights Offering is effected;

3.6.5     Forthwith after any adjustment in the Conversion Rate, the Corporation
shall file with the transfer agent of the  Corporation for the Series A Shares a
certificate of an officer of the Corporation certifying as to the amount of such
adjustment  and, in  reasonable  detail,  the event  requiring and the manner of
computing  such  adjustment;  the  Corporation  shall also at such time mail, by
prepaid  first class mail, a copy of such  certificate  to the Series A Holders;
and

3.6.6     Any question that at any time or from time to time arises with respect
to the Conversion Rate or any adjustment in the amount of the Conversion Rate or
the amount of any cash payment made in lieu of issuing a fractional  share shall
be conclusively  determined by the auditors from time to time of the Corporation
and shall be binding upon the Corporation and all shareholders,  transfer agents
and  registrars  of  Series A Shares  and  Common  Shares.

3.7       Entitlement  to Dividends

          Each  Series A Holder on the  record  date for any  dividend  declared
payable  on  the  Series  A  Shares   shall  be   entitled   to  such   dividend
notwithstanding  that any Series A Share  owned by him is  converted  after such
record date and before the payment date of such dividend.  The registered holder
of any Common Share  resulting  from any  conversion  effected  pursuant to this


<PAGE>

                                                                              1S


section 3 shall be entitled to rank equally with the  registered  holders of all
other Common Shares in respect of all dividends  declared  payable to holders of
Common Shares of record on or after the date of  conversion.  Except as provided
in clauses 3.5 and 3.7, no  adjustment  will be made on account of any  dividend
declared  or  accrued  prior to the date of  conversion,  on the Series A Shares
converted or the Common Shares resulting from any conversion.


3.8       Notice of Certain Events

          If the  Corporation  intends to fix a record date for any Common Share
Reorganization  (other than a subdivision,  consolidation or  reclassification),
Rights Offering, Special Distribution or Capital Reorganization, the Corporation
shall,  not less than 21 days prior to such  record  date,  notify each Series A
Holder of such intention by written notice setting forth the particulars of such
Common Share  Reorganization,  Rights Offering,  Special Distribution or Capital
Reorganization  in reasonable  detail,  to the extent that such particulars have
been determined at the time of giving of the notice.

3.9       Avoidance of Fractional


          Shares In any case where a fraction of a Common Shares would otherwise
be issuable on conversion of one or more Series A Shares, the Corporation shall,
at its option,  either: (i) adjust such fractional interest by payment by cheque
in an amount equal to the then current market value of such fractional interest;
or (ii) issue in respect of such fraction a scrip  certificate  transferable  by
delivery  entitling  the  holder  thereof  and  of  other  similar  certificates
aggregating one full Common Share,  upon surrender of such  certificates at such
place as may be designated therein, to obtain from the Corporation a full Common
Share and to receive a share certificate therefor; such cheques shall be payable
to the holders thereof in lawful money of the United States of America at


<PAGE>

                                                                              1T


par at any branch of the Corporation's bankers for the time being and such scrip
certificates  shall be in such  form and  shall be  subject  to such  terms  and
conditions  as the  directors  may  determine  and shall provide that the holder
thereof shall not thereby be a shareholder  and shall not be entitled to receive
dividends  or to any  other  rights  of a  shareholder.  The  amount of any cash
adjustment  shall equal the Current  Market Price of such  fractional  interest.
When scrip certificates are issued such scrip certificates may contain,  without
limitation, provisions to the effect that, after the expiration of one year from
their date of  issuance,  the  Corporation  may sell or cause to be sold all the
shares then represented by unsurrendered  scrip certificates and the sole rights
of the holders of the scrip  certificates  after the  expiration  of said period
shall be, against surrender of their scrip  certificates,  to receive payment of
their  proportionate  amount of the net  proceeds  of such sale,  less taxes and
costs of sale, payable by cheque in lawful money of the United States of America
at par at any branch of the Corporation's  bankers for the time being. If a cash
adjustment or a proportionate amount of the net proceeds of a sale is to be paid
pursuant to the  provisions  of this clause  3.9,  the mailing by prepaid  first
class  mail  from the  Corporation's  registered  office  or any  office  of the
registrar  for the  Series A Shares to a Series A Holder who has  exercised  its
right to convert,  at its last address as shown on the books of the Corporation,
shall be deemed to be payment of the cash adjustment or the proportionate amount
of the  net  proceeds  of a  sale,  as the  case  may be,  resulting  from  such
fractional interest,  unless the cheque is not paid upon due presentation.  Cash
adjustments or proportionate  amounts that are represented by a cheque which has
not been  presented to the  Corporation's  bankers for payment or that otherwise
remain  unclaimed  for a period  of six  years  from the date on which  the same
became payable shall be forfeited to the Corporation.

<PAGE>


                                                                              1U


3.10      Postponement of Issuance of Shares upon Conversion

          In any case where the application of the foregoing  provisions results
in an increase of the Conversion Rate taking effect immediately after the record
date for a  specific  event,  if any Series A Shares  are  converted  after that
record date and prior to completion of the event,  the  Corporation may postpone
the issuance to the Series A Holder of the additional  Common Shares to which it
is entitled by reason of the increase of the Conversion Rate but such additional
Common  Shares shall be issued and  delivered to that holder upon  completion of
the  event and the  Corporation  shall  deliver  to the  holder  an  appropriate
instrument evidencing its right to receive such additional Common Shares.

3.11      Reservation of Common Shares

          So long as any of the Series A Shares are  outstanding and entitled to
the right of  conversion  herein  provided,  the  Corporation  will at all times
reserve  and hold out of its  unissued  Common  Shares a  sufficient  number  of
unissued  Common Shares to enable all of the Series A Shares  outstanding  to be
converted  upon the basis and upon the terms and conditions  herein  provided in
this section 3; provided that nothing contained in this clause 3.11 shall affect
or restrict the right of the  Corporation  to issue  Common  Shares from time to
time.


<PAGE>


4         Redemption

4.1       Optional and Mandatory Redemption


          The  Corporation,  upon giving  notice as  hereinafter  provided,  may
redeem all at any time and part from time to time of the then outstanding Series
A Shares,  and on June 30,  2007 the  Corporation  shall  redeem all of the then
outstanding  Series A Shares on payment  for each share to be redeemed of $14.55
together  in each  case  with an (i)  amount  equal to all  accrued  and  unpaid
cumulative  preferential  dividends thereon calculated to but excluding the date
fixed for  redemption and (ii) the Deferred  Dividend  Amount in respect of such
Series A Share, the whole constituting and herein referred to as the "Redemption
Price".

4.2       Partial  Redemption

          If less than all the Series A Shares  are at any time to be  redeemed,
the shares to be redeemed  shall be  selected on a pro rata basis,  disregarding
fractions,  according  to the  number  of  Series A  Shares  held by each of the
registered  holders thereof.  If less than all of the Series A Shares are at any
time to be  redeemed  and a Series A Holder  has  duly  exercised  his  right to
convert into Common Shares all or any part of the number of Series A Shares held
by such  holder  which have been called for  redemption,  the number of Series A
Shares  held by such  Series A Holder to be  redeemed  shall be  reduced  by the
number  (but not  exceeding  the number of Series A Shares held by such Series A
Holder  called  for  redemption)  of Series A Shares in  respect  of which  such
registered holder has duly exercised its right to convert into Common Shares. If
a part  only of the  Series A Shares  represented  by any  certificate  shall be
redeemed,  a new  certificate  representing  the balance of such shares shall be
issued to the holder thereof at the expense of the Corporation upon presentation
and surrender of the first mentioned certificate.




<PAGE>


                                                                              1W



4.3       Method of Redemption


4.3.1     In any case of redemption of Series A Shares,  the  Corporation  shall
not less than 30 days and not more than 60 days  before the date  specified  for
redemption send by prepaid first class mail or deliver to the registered address
of each  person  who at the date not more than  seven  days prior to the date of
mailing or delivery is a Series A Holder to be redeemed,  a notice in writing of
the intention of the Corporation to redeem the Series A Shares registered in the
name of such holder.  Accidental  failure or omission to give such notice to one
or more holders shall not affect the validity of such redemption,  but upon such
failure or omission  being  discovered  notice shall be given  forthwith to such
holder or  holders  and such  notice  shall have the same force and effect as if
given in due time.  Such notice shall set out the number of Series A Shares held
by the person to whom it is addressed  which are to be redeemed,  the Redemption
Price,  the date  specified for redemption and the place or places within Canada
at which  holders of Series A Shares may present and  surrender  such shares for
redemption. If the date specified for such redemption is a date on or after June
30, 2006, such notice shall also set forth the then  applicable  Conversion Rate
(as defined in section 3 hereof) and shall state that the right of the holder to
convert the shares so to be redeemed  will cease and  terminate  at the close of
business on the  business  day  immediately  preceding  the date  specified  for
redemption.


4.3.2     On and after the date so specified  for  redemption,  the  Corporation
shall pay or cause to be paid to or to the order of the  Series A Holders  to be
redeemed the Redemption  Price of such shares on  presentation  and surrender of
the certificate or certificates representing the Series A called for redemption,
at the registered  office of the Corporation or any other place or places within
Canada specified in the notice of redemption. Payment in respect of Series A





<PAGE>



                                                                              1X

Shares being  redeemed  shall be made by cheque payable to the holder thereof in
lawful money of the United States of America at any branch of the  Corporation's
bankers for the time being.


4.3.3     From and after the date specified for redemption in any such notice of
redemption, the Series A Shares called for redemption shall cease to be entitled
to dividends or any other participation in the assets of the Corporation and the
holders  thereof  shall not be entitled to exercise any of their other rights as
shareholders in respect thereof unless payment of the Redemption Price shall not
be made upon  presentation  and surrender of the certificates in accordance with
the foregoing  provisions,  in which case the rights of the holders shall remain
unaffected.

4.3.4     The  Corporation  shall  have the  right  at any time on or after  the
mailing or  delivery  of notice of its  intention  to redeem  Series A Shares to
deposit the Redemption Price of the Series A Shares so called for redemption, or
of such of the Series A Shares which are represented by certificates  which have
not at the date of such  deposit  been  surrendered  by the  holders  thereof in
connection with such redemption,  to a special account in any specified Canadian
chartered  bank named in such notice of redemption or in a subsequent  notice to
the registered holders of the shares in respect of which the deposit is made, to
be paid without  interest to or to the order of the respective  Series A Holders
whose shares have been called for redemption, upon presentation and surrender to
such  chartered bank of the  certificates  representing  such shares.  Upon such
deposit  being made or upon the date  specified  for  redemption in such notice,
whichever is later,  the Series A Shares in respect of which such deposit  shall
have been made  shall be deemed  to have  been  redeemed  and the  rights of the
holders thereof after such deposit or such redemption date, as the


<PAGE>



                                                                              1Y



case may be  shall be  limited  to  receiving  their  proportion  (less  any tax
required  to be  deducted  or  withheld  therefrom)  of the amount so  deposited
without  interest,  upon  presentation  and  surrender  of  the  certificate  or
certificates  representing  the Series A Shares  being  redeemed.  Any  interest
allowed on any such deposit shall belong to the Corporation.


4.3.5     Redemption  moneys that are represented by a cheque which has not been
presented  to the  Corporation's  bankers for payment or that  otherwise  remain
unclaimed (including moneys held on deposit in a special account as provided for
above) for a period of six years from the date specified for redemption shall be
forfeited to the Corporation.


5         Purchase for Cancellation

          Subject  to the  provisions  of  section 5 hereof  and the  provisions
attaching to the Preferred  Shares as a class,  the  Corporation may at any time
and from  time to time  purchase  for  cancellation  all or any part of the then
outstanding  Series A Shares in the open market (including  purchases through or
from an  investment  dealer or a member of a  recognized  stock  exchange) or by
invitation  for tenders  addressed to all of the holders of Series A Shares then
outstanding, at the lowest price or prices at which, in the opinion of the board
of  directors,  such shares are then  obtainable,  but not exceeding a price per
share  equal to the then  applicable  Redemption  Price.  If, in  response to an
invitation  for tenders  under the  provisions  of this section 5, more Series A
Shares are tendered at a price or prices  acceptable to the Corporation than the
Corporation is prepared to purchase,  the Series A Shares to be purchased by the
Corporation  shall be  purchased  from holders  tendering at the same price,  as
nearly as may be possible,  pro rata according to the number of shares  tendered
by each holder who submits a tender to the Corporation, provided that

<PAGE>





                                                                              1Z


when shares are tendered at different  prices,  the pro rating shall be effected
only with respect to the shares  tendered at the price at which more shares were
tendered than the  Corporation is prepared to purchase after the Corporation has
purchased all the shares tendered at lower prices.


6         Restrictions on Dividends, Retirement and Issuance of Shares

          While any Series A Shares are outstanding,  the Corporation shall not,
without  the  approval of the  holders of Series A Shares  given as  hereinafter
specified:

          (a)       call for redemption, redeem, purchase, retire or acquire for
                    value or distribute in respect of any Junior Shares  (except
                    to the extent and out of net cash  proceeds  received by the
                    Corporation from a substantially  concurrent issue of Junior
                    Shares); or


          (b)       except  pursuant to any purchase  obligation,  sinking fund,
                    retraction  privilege  or  mandatory  redemption  provisions
                    attaching  to any  series  of  Preferred  Shares,  call  for
                    redemption,  redeem,  purchase or otherwise retire for value
                    any other  shares  ranking as to capital or  dividends  on a
                    parity with the Series A Shares.

          While any Series A Shares are outstanding,  the Corporation shall not,
without  the  approval of the  holders of Series A Shares  given as  hereinafter
provided:

          (a)       declare,  set aside for payment or pay any  dividends  on or
                    make  distributions  on or in respect  of any Junior  Shares
                    (other than dividends consisting of Junior Shares);


          (b)       reserve,  set aside, allot or issue any shares ranking as to
                    capital or dividends prior to or on a parity with the Series
                    A Shares or any securities  convertible into or exchangeable
                    for such shares;



<PAGE>


                                                                             1AA


                    unless, in each such case, all dividends then payable on the
                    Series A Shares then outstanding accrued up to and including
                    the   dividends   payable  on  the   immediately   preceding
                    respective  date or  dates  for  the  payment  of  dividends
                    thereon  shall have been  declared and paid or set apart for
                    payment  or unless  such  action  has been  approved  by the
                    Series A Holders.

7         Liquidation, Dissolution or Winding-Up


          In the event of any  Liquidation  Distribution,  each  Series A Holder
shall be entitled to receive before any amount shall be paid by the  Corporation
or any assets of the Corporation  shall be distributed to registered  holders of
shares  ranking as to capital  junior to the Series A Shares in connection  with
the Liquidation  Distribution,  an amount equal to the greater of (a) the stated
capital per share of all Series A Shares held by such holder,  together with (i)
an amount equal to all accrued but unpaid cumulative dividends thereon plus (ii)
the Deferred Dividend Amount and (b) the distribution which such Series A Holder
would have been entitled to receive if the Series A Holder's Series A Shares had
been converted into Common Shares at the Conversion  Rate  immediately  prior to
the  Liquidation  Distribution.  After  payment  to the  Series A Holders of the
amount so payable to them,  they shall not be  entitled  to share in any further
distribution of assets of the Corporation.



<PAGE>


                                                                             1BB

8         Voting Rights

8.1       The holders of Series A Shares shall be entitled to receive  notice of
and to attend all meetings of the  shareholders of the Corporation but shall not
be entitled (except as hereinafter specifically provided and except as otherwise
provided by the OBCA) to vote at any such meeting;  provided,  however, that the
holders of Series A Shares shall be entitled,  voting exclusively and separately
as a class, to elect one director of the Corporation.


8.2       A meeting of the  holders  of the  Series A Shares for the  purpose of
electing a director  may be held upon not less that 21 days'  written  notice to
the  holders  of the  Series A Shares  and such  meeting  shall be called by the
Secretary of the  Corporation  upon the written request of the holders of record
of at  least 10 per cent of the  issued  and  outstanding  Series A  Shares;  in
default of the calling of such meeting by the  Secretary  within five days after
the making of such  request,  such meeting may be called by any holder of record
of Series A Shares.


8.3       Any vacancy occurring in the director elected to represent the holders
of Series A Shares in accordance  with the foregoing  provisions of this section
may be filled by the board of directors of the Corporation  with the consent and
approval of the holders of record of a majority of the Series A Shares.  Whether
or not such  vacancy  is so filled by the board of  directors,  when there is no
director  in office who has been  elected to  represent  the holders of Series A
Shares the holders of record of at least ten per cent of the outstanding  Series
A Shares  shall have the right to require the  Secretary of the  Corporation  to
call a meeting of the  holders of Series A Shares for the purpose of filling the
vacancy or replacing the person  filling such vacancy who has been  appointed by
the board of directors and the  provisions of the last  preceding  section shall
apply in respect of the calling of such meeting.



<PAGE>


                                                                           1CC

9         Amendments To Series A Provisions

          These Series A Provisions may be repealed,  altered, modified, amended
or varied  only with the prior  approval  of the  holders of the Series A Shares
given in the  manner  provided  in section  10 hereof in  addition  to any other
approval  required  by the  OBCA or any  other  statutory  provision  of like or
similar effect applicable to the Corporation, from time to time in force.


10        Consents and Approvals

10.1      The consent or approval  of the Series A Holders  with  respect to any
and all matters may be given by one or more instruments signed by the holders of
at least  two-thirds  of the  issued  and  outstanding  Series A Shares  or by a
resolution  passed by at least  two-thirds of the votes cast at a meeting of the
Series A Holders  duly  called for that  purpose and held upon at least 21 days'
notice,  at which the holders of a majority of the  outstanding  Series A Shares
are present or  represented  by proxy.  If at any such  meeting the holders of a
majority of the  outstanding  Series A Shares are not present or  represented by
proxy within  one-half hour after the time appointed for such meeting,  then the
meeting may be  adjourned  to such date being not less than 30 days later and to
such time and place as may be  appointed  by the chairman of the meeting and not
less than 21 days'  notice  shall be given of such  adjourned  meeting.  At such
adjourned  meeting the holders of the Series A Shares  present or represented by
proxy may transact the business for which the meeting was originally  called and
the  consent or  approval  of the  holders of the Series A Shares  with  respect
thereto may be given by at least  two-thirds of the votes cast at such adjourned
meeting.



<PAGE>
                                                                             1DD


10.2      The formalities to be observed with respect to the giving of notice of
any such  meeting  and the  conduct  thereof  shall be those  from  time to time
prescribed  by the OBCA and the  by-laws  of the  Corporation  with  respect  to
meetings  of  shareholders.  10.3 On every poll  taken at every such  meeting or
adjourned meeting every Series A Holder shall be entitled to one vote in respect
of each Series A Share of which he is the registered holder.

11        Notices

11.1      Any notice  required or  permitted  to be given to any Series A Holder
shall be sent by first class mail, postage prepaid,  or delivered to such holder
at his address as it appears on the records of the  Corporation or, in the event
of the  address  of any such  shareholder  not so  appearing,  to the last known
address of such  shareholder.  The  accidental  failure to give notice to one or
more of such shareholders  shall not affect the validity of any action requiring
the giving of notice by the Corporation.  Any notice given as aforesaid shall be
deemed to be given on the date upon which it is mailed or delivered.


11.2      If the directors of the Corporation  determine that mail service is or
is threatened to be interrupted at the time when the  Corporation is required or
elects to give any notice  hereunder,  or is  required to send any cheque or any
share  certificate  to any  Series A  Holder,  whether  in  connection  with the
redemption or conversion of Series A Shares or otherwise,  the Corporation  may,
notwithstanding the provisions hereof:

         (a)        give such  notice  by  publication  thereof  once in a daily
                    English language newspaper of national  circulation and once
                    in a daily French language  newspaper  published in Montreal
                    and such notice shall be deemed to have been  validly  given
                    on the day


<PAGE>

                                                                             1EE


                    next  succeeding  its  publication in all of such
                    cities; or

         (b)        fulfill  the  requirement  to send such cheque or such share
                    certificate  by arranging  for the delivery  thereof to such
                    holder by the transfer  agent for the Series A Shares at its
                    principal  offices located nearest to the head office of the
                    Corporation,  and such cheque  and/or  certificate  shall be
                    deemed to have been sent on the date on which notice of such
                    arrangement  shall have been given as provided in (a) above,
                    provided  that as soon as the  directors of the  Corporation
                    determine  that mail  service  is no longer  interrupted  or
                    threatened   to  be   interrupted   such   cheque  or  share
                    certificate,  if not  theretofore  delivered to such holder,
                    shall be sent by mail as herein provided.



<PAGE>