<PAGE>
                                                                    EXHIBIT 9.1


AMENDED AND RESTATED VOTING TRUST AND LIMITED SHAREHOLDERS AGREEMENT ENTERED
INTO IN THE CITY AND DISTRICT OF MONTREAL, ON JUNE 10, 2003

BY AND AMONG:    TECHNO EXPRES S.A., a corporation duly constituted in
                 accordance with the laws of France, having its head office and
                 principal place of business at 36 rue de Marche, 94140
                 Alfortville, France,

                 (hereinafter referred to as "TECHNO EXPRES")

AND              CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, a body
                 politic duly incorporated pursuant to the LOI SUR LA
                 CAISSE DE DEPOT ET PLACEMENT DU QUEBEC (L.R.Q.
                 c. C-2), having its principal place of business
                 in the City of Montreal, Province of Quebec,

                 (hereinafter referred to as "CDPQ")

AND              SOCIETE INNOVATECH DU GRAND MONTREAL, a body politic duly
                 constituted according to AN ACT RESPECTING SOCIETE INNOVATECH
                 DU GRAND MONTREAL, R.S.Q., ch. S-1, having its head office and
                 principal place of business in the City of Montreal, Province
                 of Quebec,

                 (hereinafter referred to as "INNOVATECH")

AND:             TOUCHTUNES MUSIC CORPORATION, a corporation, duly incorporated
                 according to the laws of the State of Nevada,

                 (hereinafter referred to as the "CORPORATION")

1.       PREAMBLE

1.1      WHEREAS Capital Technologies CDPQ Inc. and Capital Communications CDPQ
Inc. have transferred, on the date hereof, all the Shares they held to CDPQ.

1.2      WHEREAS CDPQ has converted, on the date hereof, all amounts owing to
it by TMC into Series C Preferred Shares.

1.3      WHEREAS each of the Shareholders holds the following number and class
of Shares as of the date hereof:

<Table>
<Caption>
         SHAREHOLDER             NUMBER AND CLASS
         -----------             ----------------
         <S>                     <C>
         Techno Expres           10,001,920 Common Shares

         CDPQ                    9,235,774 Series A Preferred Shares
                                 8,888,889 Series B Preferred Shares
</Table>
<PAGE>
                                      -2-


<Table>
<Caption>
         SHAREHOLDER             NUMBER AND CLASS
         -----------             ----------------
         <S>                     <C>
                                 25,000,000 Series C Preferred Shares
         Innovatech               3,608,186 Series A Preferred Shares
</Table>

1.4      WHEREAS the parties hereto wish to determine their respective rights,
duties and obligations in and to the Corporation and towards one another.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

2.       INTERPRETATION

2.1      DEFINITIONS. In this Agreement:

2.1.1    "ACCEPTING INVESTOR" has the meaning ascribed thereto at subsection
         5.3;

2.1.2    "ACCEPTING OFFEREE SHAREHOLDERS" has the meaning ascribed thereto in
         subsection 7.3.2;

2.1.3    "ADDITIONAL OFFER" has the meaning ascribed thereto in subsection
         7.3.2;

2.1.4    "ADDITIONAL SHARES" has the meaning ascribed thereto at subsection 5.1;

2.1.5    "AFFILIATE" or "AFFILIATED" has the meaning ascribed thereto in the
         CANADA BUSINESS CORPORATIONS ACT;

2.1.6    "AGREEMENT" means this agreement and all instruments supplemental
         hereto or in amendment or confirmation hereof; "herein", "hereof",
         "hereto", "hereunder" and similar expressions mean and refer to this
         Agreement and not to any particular Section, subsection or other
         subdivision; "Section", "subsection" or other subdivision of this
         Agreement means and refers to the specified Section, subsection or
         other subdivision of this Agreement;

2.1.7    "ARM'S LENGTH" shall mean, in respect of any Person, a relationship
         between such Person and any particular Person which would be an arm's
         length relationship between such Person and the particular Person
         within the meaning of the INCOME TAX ACT (Canada);

2.1.8    "AUDITORS" shall mean such firm of chartered accountants as may be
         agreed upon from time to time by the Shareholders to act as auditors
         for the Corporation;

2.1.9    "BOARD" means the Board of Directors of the Corporation and/or any of
         its subsidiaries;

2.1.10   "BUSINESS DAY" means any day, other than a Saturday or Sunday or a day
         on which the principal commercial banks in the State of New York are
         not open for business during normal banking hours;

2.1.11   "CLOSING" means the sale of the Offered Shares by the Offering
         Shareholder pursuant to subsection 7.4;
<PAGE>
                                      -3-


2.1.12   "CLOSING DATE" means, pursuant to subsections 7.1 and 7.2, the date
         which is sixty (60) days after the expiry of the last offer period
         described therein in which the Purchaser agrees to purchase the
         Offered Shares, provided, however, that if on the Closing Date all
         Governmental Body and third party approvals, consents, notifications
         and assurances (including, without limitation, approvals under the
         Investment Canada Act) necessary to permit the consummation of the
         transactions contemplated by the Closing have been applied for but not
         yet received by the Purchaser, then the Closing Date shall be
         postponed to the thirtieth (30th) day after the receipt by the
         Purchaser of the last of the aforesaid approvals, consents,
         notifications and assurances; notwithstanding the foregoing, the
         Closing shall not be extended more than one hundred and eighty (180)
         days after the date which was supposed to have been the original
         Closing Date herein;

2.1.13   "COMMON SHARES" means the shares of Class A voting common stock of the
         Corporation, as such shares are described in the Third Amended and
         Restated Articles of Incorporation of the Corporation dated
         June 9, 2003;

2.1.14   "DECLINING INVESTOR" has the meaning ascribed thereto at subsection
         5.3;

2.1.15   "DECLINING INVESTOR'S SHARES" has the meaning ascribed thereto at
         subsection 5.3;

2.1.16   "FIRST OFFER" has the meaning ascribed thereto at subsection 7.3.1;

2.1.17   "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means generally accepted
         accounting principles in the United States of America applicable as at
         the date on which any calculation and determination is required to be
         made in accordance with generally accepted accounting principles,
         applied on a consistent basis;

2.1.18   "GOVERNMENTAL BODY" means (i) any domestic or foreign national,
         federal, provincial, state, municipal or other government or body,
         (ii) any multinational, multilateral or international body, (iii) any
         subdivision, agent, commission, board, instrumentality or authority of
         any of the foregoing governments or bodies, (iv) any
         quasi-governmental or private body exercising any regulatory,
         expropriation or taxing authority under or for the account of any of
         the foregoing governments or bodies, or (v) any domestic, foreign,
         international, multilateral or multinational judicial, quasi-judicial,
         arbitration or administrative court, tribunal, commission, board or
         panel;

2.1.19   "I OFFER" has the meaning ascribed thereto at subsection 7.1;

2.1.20   "INVESTORS" means CDPQ and Innovatech, and all Transferees of Shares
         of CDPQ or Innovatech and all Transferees of Shares of such
         Transferees, collectively, and "INVESTOR" means any one of them;

2.1.21   "OFFER" means for purposes of (i) subsection 7.1, each of the offers
         made by an Investor; and (ii) subsection 7.2, each of the offers
         made by Techno Expres;

2.1.22   "OFFERED SHARES" has the meaning ascribed thereto at subsections
         7.1.1 or subsection 7.2, as the case may be;

2.1.23   "OFFEREE SHAREHOLDERS" has the meaning ascribed thereto at subsection
         7.3;
<PAGE>
                                      -4-


2.1.24   "OFFERING INVESTOR" has the meaning ascribed thereto at subsection 7.1;

2.1.25   "OFFERING SHAREHOLDER" has the meaning ascribed thereto at subsection
         7.3;

2.1.26   "OTHER INVESTOR" has the meaning ascribed thereto at subsection 7.1.1;

2.1.27   "OTHER SHAREHOLDERS" has the meaning ascribed thereto at subsections
         7.1.4 or 7.2.1, as the case may be;

2.1.28   "PERSON" means an individual, corporation, company, cooperative,
         partnership, trust, unincorporated association, entity with judicial
         personality, Governmental Body; and pronouns when they refer to a
         Person have a similarly extended meaning;

2.1.29   "PREFERRED SHARES" means Series A Preferred Shares and Series B
         Preferred Shares, collectively;

2.1.30   "PRIOR OFFERS" has the meaning ascribed thereto at subsection 7.3.2;

2.1.31   "PROPORTION" means a fraction, the numerator of which shall be the
         number of Common Shares owned by the particular Shareholder to whom
         reference is made and the denominator of which shall be the total of
         the issued and outstanding Common Shares, it being understood that for
         the purposes of calculating the number of Common Shares owned by the
         particular Shareholder and/or the number of issued and outstanding
         Common Shares, all Preferred Shares held by the Investors shall be
         deemed to have been converted into Common Shares and each Investor
         shall be deemed to hold that number of Common Shares as would be
         issuable to such Investor upon the conversion into Common Shares of
         all Preferred Shares held by such Investor;

2.1.32   "PROPORTIONATE SHARE" means, for purposes of subsection 7.3, the
         number of Shares determined by multiplying the number of Offered
         Shares by a fraction, the numerator of which is the number of Common
         Shares held by a particular Offeree Shareholder or Accepting Offeree
         Shareholder, as the case may be, entitled to accept an offer and the
         denominator of which is the total number of Common Shares held by all
         Offeree Shareholders or all Accepting Offeree Shareholders, as the
         case may be, entitled to accept the same offer, it being understood
         that for the purposes hereof, each Investor shall be deemed to hold
         that number of Common Shares as would be issuable to such Investor
         upon the conversion into Common Shares of all Preferred Shares held by
         such Investor, if any;

2.1.33   "PUBLIC OFFERING" means any offering by the Corporation of its Shares
         for distribution to the public;

2.1.34   "PURCHASER" has the meaning ascribed thereto at subsection 7.4.3.1;

2.1.35   "RECEIVING PARTY" has the meaning ascribed thereto at subsection
         6.3.2. A Receiving Party shall not be considered to be a Transferee;

2.1.36   "RELATED" means related as that term is used in the INCOME TAX ACT
         (Canada);

2.1.37   "REMAINING OFFERED SHARES" has the meaning ascribed thereto at
         subsection 7.3.2;
<PAGE>
                                      -5-


2.1.38   "SERIES A PREFERRED SHARES" means the shares of Series A Preferred
         Stock as described in the Third Amended and Restated Articles of
         Incorporation of the Corporation dated June 9, 2003;

2.1.39   "SERIES B PREFERRED SHARES" means the shares of Series B Preferred
         Stock as described in the Third Amended and Restated Articles of
         Incorporation of the Corporation dated June 9, 2003;

2.1.40   "SERIES C PREFERRED SHARES" means the shares of Series C Preferred
         Stock as described in the Third Amended and Restated Articles of
         Incorporation of the Corporation dated June 9, 2003

2.1.41   "SHARE(S)" means any share(s) of any class, series or category in the
         capital stock of the Corporation;

2.1.42   "SHAREHOLDER" means any of the Shareholders;

2.1.43   "SHAREHOLDERS" initially means Techno Expres, CDPQ and Innovatech, and
         the definition shall be deemed to be modified from time to time to (i)
         delete Persons who cease to hold Shares in accordance with the terms
         of this Agreement, and (ii) add all Persons who, from time to time,
         become holders of Shares and who undertake in writing to be bound by
         the provisions of this Agreement;

2.1.44   "TE OFFER" has the meaning ascribed thereto at subsection 7.2;

2.1.45   "TP OFFER" has the meaning ascribed thereto at subsection 7.1 or 7.2,
         as the case may be;

2.1.46   "TP OFFEROR" has the meaning ascribed thereto at subsection 7.1 or 7.2,
         as the case may be. A TP Offeror shall not be considered to be a
         Transferee;

2.1.47   "TECHNO OFFER" has the meaning ascribed thereto at subsection 7.2;

2.1.48   "THIRD PARTY" has the meaning ascribed thereto at subsection 7.1.4 or
         7.2.3, as the case may be. A Third Party shall not be considered to be
         a Transferee;

2.1.49   "TRANSFEREE" has the meaning ascribed thereto at subsection 6.2;

2.1.50   "UNACCEPTED ADDITIONAL SHARES" has the meaning ascribed thereto at
         subsection 5.4;

2.1.51   "UNACCEPTED OFFERED SHARES" has the meaning ascribed thereto at
         subsection 7.1.2;

2.1.52   "VOTING SHARES" means Shares to which are attached votes that may be
         cast to elect directors of the Corporation, including Common Shares
         and Preferred Shares.

2.2      GENDER. Any reference in this Agreement to any gender shall include
both genders and the neutral, and words used herein importing the singular
number only shall include the plural and vice versa.
<PAGE>
                                      -6-


2.3      HEADINGS. The division of this Agreement into Sections, subsections
and other subdivisions, and the insertion of headings are for convenience of
reference only and shall not affect or be utilized in the construction or
interpretation of this Agreement.

2.4      SEVERABILITY. Any Section, subsection or other subdivision of this
Agreement or any other provision of this Agreement which is, or becomes,
illegal, invalid or unenforceable shall be severed therefrom and shall be
ineffective to the extent of such illegality, invalidity or unenforceability and
shall not affect or impair the remaining provisions hereof, which provisions
shall be severed from an illegal or unenforceable Section, subsection or other
subdivision of this Agreement or any other provisions of this Agreement.

2.5      ENTIRE AGREEMENT. This Agreement together with any other instruments
to be delivered pursuant hereto, constitute the entire agreement among the
parties pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations, and discussions, whether oral or
written, among any or all of the parties.

2.6      AMENDMENTS. No amendment of this Agreement shall be binding unless
otherwise expressly provided in an instrument duly executed by the Shareholders
and the Corporation.

2.7      WAIVER. Except as otherwise provided in this Agreement, no waiver of
any of the provisions of this Agreement shall be deemed to constitute a waiver
of any other provisions (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided in an
instrument duly executed by the parties.

2.8      DELAYS. When calculating the period of time within which or following
which any act is to be done or step taken pursuant to this Agreement, the day
which is the reference day in calculating such period shall be excluded. If the
day on which such delay expires is not a Business Day, then the delay shall be
extended to the next succeeding Business Day.

2.9      CONFLICT. This Agreement shall override the Schedules annexed hereto
to the extent of any inconsistency. If any conflict should appear between this
Agreement and the Articles, by-laws or resolutions of the Corporation, then the
provisions of this Agreement shall prevail.

2.10     PREAMBLE. The preamble hereof shall form an integral part of this
Agreement.

2.11     GOVERNING LAW. This Agreement shall be governed in all respects by the
laws of the State of New York as they are applied to agreements entered into in
New York between New York residents and performed entirely within New York.

3.       COMMISSIONS, FEES, ETC.

3.1      COMMISSIONS. No fee, rebate, commission or gain of whatsoever nature
shall be earned by any of the Shareholders as a result of that Shareholder
obtaining financing for or on behalf of the Corporation.

4.       DIRECTORS

4.1      BOARD AND QUORUM. The Shareholders agree that (i) each time the
shareholders of the Corporation meet, or act by written consent in lieu of
meeting, for the purposes of electing the directors of the Corporation or any of
its subsidiaries, they shall vote in such a manner so as to ensure that at least
eight (8) directors be elected to each Board, (a) four (4) of which shall be
<PAGE>
                                      -7-


nominees of CDPQ, (b) one (1) of which shall be a nominee of Innovatech, (c) two
(2) of which shall be nominees of Techno Expres and (d) the other one (1) shall
be the Chief Executive Officer who shall have previously been elected by a
majority of the other directors, and (ii) each time the shareholders of the
Corporation meet or act for the purposes of electing or replacing any of such
eight (8) directors of the Corporation or any of its subsidiaries, they shall
vote in such a manner so as to ensure that the removal and/or election of such
new nominee director(s) as is(are) designated by the Person or Persons whose
nominee died, resigned or was replaced.

         In all circumstances, a quorum of a meeting of directors shall be a
majority of the elected directors provided that a majority of directors
appointed by the Investors form part of such quorum and all decisions having the
object or purposes set forth in subsections 4.6 and 4.7 shall be submitted to
the Shareholders pursuant to such subsections.

4.2      DESIGNATION OF NOMINEES. The Shareholders shall advise each other and
the Corporation in writing of the names of the individuals they have designated
as their nominees to each Board as soon as practicable before each meeting of
Shareholders. In addition, the Corporation shall reimburse each nominee to a
Board that is an employee of an Investor his reasonable out-of-pocket expenses
(including travelling costs) incurred in connection with his attendance at each
meeting of a Board.

4.3      NON-TRANSFERABLE. The parties hereto hereby agree that the right
granted to the Investors to designate nominees to a Board pursuant to this
Section 4 is non-transferable.

4.4      VOTING BY NOMINEES. Each Shareholder shall at all times carry out and
use its best efforts to cause the Corporation and its nominees on a Board to
carry out the provisions of this Agreement, subject to the fiduciary obligations
of the directors. Each Shareholder shall duly and punctually do, or cause to be
done, all such things, including, without limitation, voting or causing to be
voted all the Shares held by the Shareholder as shall be necessary or desirable
to give effect to this Agreement.

4.5      DIRECTORS AND OFFICERS INSURANCE. The Corporation shall at all times
maintain in full force insurance covering directors and officers liability for
a minimum amount of US$5,000,000.

4.6      MATTERS REQUIRING APPROVAL OF CDPQ. Until the completion of the
Corporation's next Public Offering or for so long as CDPQ owns at least 15% of
the issued and outstanding Common Shares (assuming the conversion into Common
Shares of all Preferred Shares held by CDPQ), the Shareholders agree to cause
the Corporation, by taking all necessary corporate action including, without
limitation, adopting a new by-law to such effect, to submit to CDPQ for its
prior written approval, which shall be deemed to have been given if CDPQ grants
such approval, any by-law, resolution or act of the Shareholders, the
shareholders of subsidiaries of the Corporation, a Board or officers of the
Corporation or its subsidiaries (the Corporation and/or its subsidiaries are
referred to, in this subsection 4.6, as the "CORPORATIONS" or a "CORPORATION")
having any of the following objects or purposes:

4.6.1    the approval, which shall not be unreasonably withheld, of the annual
         operating budget and the annual capital budget of the Corporations;

4.6.2    the hiring and firing of any senior officers, senior executives
         or senior employees of a Corporation;
<PAGE>
                                      -8-


4.6.3    the engaging of any underwriters in connection with a Corporation's
         next Public Offering;

4.6.4    the entering into of any underwriting or similar agreements in
         connection with (i) any private placement pursuant to which a
         Corporation raises funds in excess of $1,000,000 or (ii) a
         Corporation's next Public Offering;

4.6.5    a decrease in the number of directors of a Corporation, except as
         provided for in this Agreement;

4.6.6    the filing of Articles of Amendment or Articles of Amalgamation by a
         Corporation;

4.6.7    changes in the remuneration paid to the shareholders, directors or
         officers of a Corporation or to Persons Related or Affiliated to the
         shareholders, directors or officers of a Corporation;

4.6.8    payment of bonuses or granting of options or other benefits to
         shareholders, directors or officers of a Corporation or to Persons
         Related or Affiliated to the shareholders, directors or officers of a
         Corporation;

4.6.9    guaranteeing any obligations of shareholders, directors or officers of
         a Corporation or of Persons Related or Affiliated to shareholders,
         directors or officers of a Corporation;

4.6.10   the purchase or sale of any immovable property on behalf of a
         Corporation;

4.6.11   the waiver by a Corporation of any of its rights or payments of more
         than US$50,000 due to it pursuant to any contract;

4.6.12   the entering into of any loan agreement on behalf of a Corporation, or
         the granting of any security by a Corporation on any of its movable or
         immovable property for an aggregate amount in excess of an amount
         equal to the value of ten percent (10%) of its total assets, except
         for loan agreements or security interests in respect of borrowings of
         money from its bankers or other reputable commercial lenders in
         respect of the financing of its individual Juke-Boxes and other
         equipment in the manner set forth in its Business Plan as adopted by a
         Board from time to time;

4.6.13   the sale of part of the assets of a Corporation for an aggregate
         annual amount in excess of an amount equal to the value of ten percent
         (10%) of its total assets;

4.6.14   the adoption for or on behalf of a Corporation of any decision or
         contract not in the ordinary course of such Corporation's business or
         any contract with (i) any shareholder, director or officer of a
         Corporation or any Person Related or Affiliated to such shareholder,
         director or officer of a Corporation or (ii) any Person who is not
         dealing at Arm's Length with a Corporation;

4.6.15   the conclusion of any partnership or joint venture agreement or the
         creation of a subsidiary or acquisition of another business for
         activities not in the ordinary course of a Corporation's business;

4.6.16   the amendment, repeal or abrogation of any by-law of a Corporation;
<PAGE>
                                      -9-


4.6.17   the change in the powers of the directors in general or any one of
         them in particular;

4.6.18   any decision concerning any change regarding the accounting policies
         of a Corporation;

4.6.19   the removal or nomination of the Auditors; and

4.6.20   any decision concerning any significant change in the nature of a
         Corporation's business;

4.7      MATTERS REQUIRING APPROVAL OF ALL INVESTORS. Until the completion of
the Corporation's next Public Offering or for so long as the Investors
collectively own at least 15% of the issued and outstanding Common Shares
(assuming the conversion into Common Shares of all Preferred Shares held by the
Investors), the Shareholders agree to cause the Corporation, by taking all
necessary corporate action including, without limitation, adopting a new by-law
to such effect, to submit to the Investors for their prior written approval,
which shall be deemed to have been given if all of the Investors owning at least
5% each of the issued and outstanding Common Shares (assuming the conversion
into Common Shares of all Preferred Shares held by the Investors) grant such
approval, any by-law, resolution or act of the Shareholders, the shareholders of
subsidiaries of the Corporation, a Board or officers of the Corporation or its
subsidiaries (the Corporation and/or its subsidiaries are referred to, in this
subsection 4.7, as the "CORPORATIONS" or a "CORPORATION") having any of the
following objects or purposes:

4.7.1    any change in or alteration to the share capital of a Corporation;

4.7.2    the sale, issue or allotment of shares from the treasury of a
         Corporation, or the granting of options allowing for the subscription
         thereof, other than in conformity with the provisions of this
         Agreement;

4.7.3    the sale of the whole or a substantial part of the assets of a
         Corporation or the granting of an option for same or the merger or
         consolidation of a Corporation with or into another entity;

4.7.4    the declaration of dividends by a Corporation or the redemption,
         purchase or repurchase by a Corporation of its share capital, other
         than in conformity with the Third Amended and Restated Articles of
         Incorporation of a Corporation;

4.7.5    granting or repayment of any loan to shareholders, directors or
         officers of a Corporation or to Persons Related or Affiliated to
         shareholders, directors or officers of a Corporation or to any other
         Persons;

4.7.6    an assignment under the Bankruptcy and Insolvency Act or a proposal
         made thereunder, or recourse to any other measure designed for the
         protection of insolvent debtors pursuant to any other legislation in
         connection with insolvency; and

4.7.7    the judicial or voluntary winding-up of a Corporation or the
         liquidation of the business or assets of a Corporation.
<PAGE>
                                      -10-


5.       PRE-EMPTIVE RIGHT

5.1      ISSUANCE OF COMMON SHARES. Should the Board of the Corporation decide
that the Corporation requires additional funds and that such funds are to be
raised by issuing Common Shares from treasury in accordance with this Section 5,
each Shareholder shall have pre-emptive rights with respect to the issue of such
additional Common Shares (the "ADDITIONAL SHARES"), such that the Corporation
shall not issue any Additional Shares without offering to each Shareholder the
right to subscribe for its Proportion of the Additional Shares to be issued by
the Corporation.

         The pre-emptive rights referred to in this Section 5 shall not,
however, apply to (i) Shares and/or options, warrants or other Share purchase
rights, and the Shares issued pursuant to such options, warrants or other rights
(as adjusted for any stock dividends, combinations, splits, recapitalization and
the like) issued or to be issued to employees, officers, or directors of, or
consultants or advisors to the Corporation or any subsidiary pursuant to stock
purchase or stock option plans or other arrangements that have been or are
approved by the Board of the Corporation, (ii) Common Shares issued pursuant to
the conversion of Preferred Shares, or (iii) Common Shares issued as
consideration pursuant to any acquisition, merger, or similar agreement.

5.2      NOTICE TO SHAREHOLDERS. If the Corporation decides to issue any
Additional Shares, then the Corporation shall give detailed notice thereof to
each Shareholder, describing the Additional Shares, the price, and the general
terms upon which the Corporation proposes to issue the same. Each Investor may
assign to the other Investor all or a portion of its right to subscribe for its
Proportion of the Additional Shares. Each Shareholder shall have thirty (30)
days from the receipt of such notice within which to notify the Corporation of
its intent to exercise its right under subsections 5.1 and 5.2 in connection
with such issue of Additional Shares. If a Shareholder fails to so notify the
Corporation within the prescribed delay, then such Shareholder shall be
conclusively deemed to have waived its pre-emptive right in connection with such
issue of Additional Shares. If all of the Shareholders waive or are deemed to
have waived their pre-emptive rights in connection with such issue of Additional
Shares, then the Corporation shall be free for a period of one hundred and
eighty (180) days thereafter to sell such Additional Shares to any Person not
Affiliated or Related to any Shareholder, on terms not more favourable than
those provided in the original offer of the Corporation to issue Additional
Shares, provided, however, that it is a condition precedent to such sale that
such Person has executed a counterpart of this Agreement in accordance with
subsection 12.6 and has agreed to be bound by the terms and conditions of this
Agreement and any other agreement executed by the parties in connection with
this Agreement.

5.3      DECLINING INVESTOR. If only one of the Investors has agreed to
exercise its right under subsections 5.1 and 5.2 hereof to subscribe for its
Proportion of the Additional Shares (the "ACCEPTING INVESTOR") and the other
Investor has, or is deemed to have, declined to exercise such pre-emptive right
(the "DECLINING INVESTOR"), the Corporation shall, within seven (7) days of the
end of the above thirty (30) day period, be required to offer by written notice
to the Accepting Investor all of the Additional Shares which could have been
subscribed for by the Declining Investor (the "DECLINING INVESTOR'S SHARES")
before Techno Expres is offered pursuant to subsection 5.4 its PRO RATA share of
such Declining Investor's Shares. The Accepting Investor shall have seven (7)
days from the receipt of the notice mentioned above to notify the Corporation of
its intent to exercise its right to subscribe for the Declining Investor's

<PAGE>
                                      -11-


Shares, failing which the Accepting Investor shall be deemed to have waived its
pre-emptive right in connection with the issue of the Declining Investor's
Shares.

5.4      SHAREHOLDERS RIGHTS. If (i) one (1) or more Shareholders has or is
deemed to have declined its right to subscribe for its Proportion of the
Additional Shares, and, in the event such Additional Shares were offered to the
Accepting Investor pursuant to subsection 5.3 and the Accepting Investor has or
is deemed to have declined to exercise its right to acquire all of the Declining
Investor's Shares, or (ii) if one (1) or more Shareholders has or is deemed to
have declined its right to subscribe for its Proportion of the Additional Shares
and subsection 5.3 is not applicable, then the Corporation, within seven (7)
days of the end of the above thirty (30) day period provided for in subsection
5.2 or within seven (7) days of the end of the last seven (7) day period
provided for in subsection 5.3, shall be required to offer by written notice to
the Shareholder(s) who agreed to exercise its or their right under subsections
5.1 and 5.2 in connection with the initial issue of Additional Shares, to issue
to such Shareholder(s), in addition to any Additional Shares such Shareholder(s)
agreed to subscribe for, its or their PRO RATA share of the Additional Shares
for which any other Shareholder(s) has, or is deemed to have, waived its or
their pre-emptive right hereunder (collectively the "UNACCEPTED ADDITIONAL
SHARES"). For the purposes of the preceding, each such Shareholder's PRO RATA
share of the Unaccepted Additional Shares shall, unless otherwise agreed to
among themselves, be equal to the proportion that the number of Common Shares
held by such Shareholder is to the aggregate of all the Common Shares held by
all Shareholders (assuming the conversion into Common Shares of all Preferred
Shares held by the Investors) who agreed to exercise their right under
subsections 5.1 and 5.2 and shall take into account the Additional Shares
subscribed for pursuant to subsections 5.2 and 5.3.

5.5      NOTICE FOR UNACCEPTED ADDITIONAL SHARES. Each Shareholder who has been
offered to subscribe for Unaccepted Additional Shares by the Corporation
pursuant to subsection 5.4 shall have seven (7) days from the receipt of the
notice mentioned therein to notify the Corporation of its intent to exercise its
right to subscribe for its PRO RATA share of such Unaccepted Additional Shares,
failing which such Shareholder shall be deemed to have waived its pre-emptive
right in connection with the issue of such Unaccepted Additional Shares.

5.6      SALE TO ANY PERSON. The procedures set forth in subsections 5.4 and 5.5
shall be repeated, MUTATIS MUTANDIS, with respect to any Unaccepted Additional
Shares which have not been subscribed for by a Shareholder until (i) all
Shareholders who have been made the most recent additional offer shall have or
be deemed to have declined it, or (ii) all Additional Shares (including
Unaccepted Additional Shares) which have been offered by the Corporation
pursuant to this Section 5 shall have been subscribed for by some or all of the
Shareholders. If upon completion of the above procedures some or all of the
Additional Shares which the Corporation intended to issue will not be purchased
by the Shareholders pursuant to the exercise of their pre-emptive rights, the
Corporation shall be free for a period of one hundred and eighty (180) days
thereafter to sell such Additional Shares, which will not be purchased by a
Shareholder, to any Person not Affiliated or Related to any Shareholder, on
terms not more favourable than those provided in the original offer of the
Corporation to issue Additional Shares, provided, however, that it shall be a
condition precedent to such sale that such Person has executed a counterpart of
this Agreement in accordance with subsection 12.6 and has agreed to be bound by
the terms and conditions of this Agreement. The purchase of Additional Shares
(including Unaccepted Additional Shares) by one (1) or more Shareholders, shall
be suspended until the day of the sale by the Corporation to such Person of the
Additional Shares (including Unaccepted Additional Shares) which have not been
subscribed for by a Shareholder. If the
<PAGE>
                                      -12-


Corporation is unable to sell such Additional Shares which have not been
subscribed for by a Shareholder to a Person as provided for in this subsection
5.6, then the Corporation shall forthwith advise the Shareholders of same in
writing and any Shareholder who has agreed to subscribe for Additional Shares
(including Unaccepted Additional Shares) shall have the right to decide not to
purchase such Additional Shares by notifying the Corporation in writing thereof
within seven (7) days of having been advised by the Corporation that the
Corporation was unable to sell such Additional Shares to such Person.

5.7      CLOSING. Subject to subsection 5.6, the closing in connection with the
issuance of Additional Shares to any Shareholder or Person pursuant to
subsections 5.1 to 5.6 shall be held at the principal offices of the Corporation
at 10:00 a.m. on the date which is thirty (30) days after the expiry of the
applicable period under subsections 5.2 to 5.6, as the case may be, or at such
other place, at such other time or on such other date as the parties thereto may
agree. Payment for the Additional Shares being issued shall be made in full at
such closing. All payments shall be made by way of bank draft or electronic fund
transfer to the Corporation's account.

6.       ALIENATION OF SHARES

6.1      ALIENATION PROHIBITED. Unless otherwise provided for in accordance
with the terms hereof, no Shareholder shall transfer, assign, cede, pledge,
mortgage, hypothecate, charge or otherwise encumber, alienate or dispose of in
any manner whatsoever the whole or any part of its Shares without first
obtaining the written consent of all of the other Shareholders.

6.2      TRANSFERS BETWEEN THE INVESTORS AND BY INVESTORS. Notwithstanding any
provision of this Agreement, any of the Investors may transfer all or part of
its Shares to another Investor, to the subsidiaries of CDPQ or to any
Governmental Body of or controlled by the Government of Quebec or any Person
controlled by CDPQ and Innovatech shall always be entitled to transfer its
Shares to the Government of Quebec and/or any entity or organisation controlled
or owned or authorized by the Government of Quebec (any such Person being
referred to in this Agreement as the "TRANSFEREE"), at any time and from time to
time without being subject to the other terms and conditions in this Section 6
or in Section 7; provided however, that (i) the Transferee must not be engaged
in any business, or any reasonable extension of such business, similar or
identical to or competitive with the business of the Corporation or any of its
subsidiaries; and (ii) none of the Investors shall be permitted to transfer its
Shares to any Governmental Body of or controlled by the Government of Quebec
unless such Governmental Body shall have first executed a counterpart of this
Agreement in accordance with subsection 12.6, and agreed that as long as it
shall hold such Shares it shall be bound by the terms and conditions of this
Agreement, as if such Governmental Body had been an original party to this
Agreement as a Shareholder and an Investor.

6.3      UNRESTRICTED TRANSFERS. Notwithstanding any provision of this
         Agreement:

6.3.1    in the event of (i) any transaction resulting in the corporate
         reorganization of the Corporation in which outstanding Shares of the
         Corporation are exchanged for securities or other consideration
         issued, or caused to be issued by an acquiring entity or its
         subsidiary or (ii) any third party obtaining control of the
         Corporation, the Investors shall be entitled, upon written notice to
         the other Shareholders, to transfer to any party, without being
         subject to the other terms and conditions in this Section 6 or in
         Section 7, all or a portion of the total number of Common Shares held
         by them;
<PAGE>
                                      -13-


6.3.2    each Investor shall be entitled, upon written notice to all
         Shareholders, to transfer to any party which is not engaged in any
         business, or any reasonable extension of such business, similar or
         identical to or competitive with the business of the Corporation or
         any of its subsidiaries (the "RECEIVING PARTY"), without being subject
         to the other terms and conditions in this Section 6 or in Section 7 up
         to a maximum of twenty-five percent (25%) of Shares held by it at such
         date, by way of a secondary distribution which may be either by way of
         solicitation or public offering or by way of private placement and in
         all cases, only in conformity with (i) all applicable securities laws
         and (ii) all requirements imposed by any agent or underwriter engaged
         by the Corporation as of the date of such transfer. The Receiving
         Party shall not be deemed to be a Transferee and shall not be bound by
         the terms and conditions of this Agreement as an Investor.

6.4      SHAREHOLDINGS OF TECHNO EXPRES. Guy Nathan and Tony Mastronardi hereby
intervene into the present Agreement and hereby solidarily acknowledge and
confirm that at present they have and that at all times while Techno Expres is a
Shareholder, they shall retain control of not less than 60% of the outstanding
securities of Techno Expres carrying voting rights in all circumstances and they
hereby further solidarily undertake that, except for transfers to members of
their immediate families (which shall be permitted provided that any such
transferee shall undertake in writing in favour of the remaining Shareholders to
be bound solidarily with the transferor by the provisions of this subsection),
neither of them will transfer, assign, cede, pledge, mortgage, hypothecate,
charge or otherwise encumber, alienate or dispose of in any manner whatsoever
the whole or any part of any of his securities of Techno Expres without first
obtaining the written consent of all of the other Shareholders, and in all cases
the transferor shall cause the transferee to undertake in writing in favour of
the remaining Shareholders to be bound solidarily with the transferor by the
provisions hereof.

6.5      LIQUIDATION OF TECHNO EXPRES. Guy Nathan and Tony Mastronardi hereby
intervene into the present Agreement and hereby solidarily undertake, in the
event of the liquidation, dissolution or winding-up of Techno Expres where all
the Shares held by Techno Expres are distributed to its shareholders, to
individually sign an amended voting trust and limited shareholders agreement
with CDPQ, Innovatech and the Corporation, which would provide each of Guy
Nathan and Tony Mastronardi the same rights and obligations (MUTATIS MUTANDIS)
that are provided Techno Expres in this Agreement and would provide Guy Nathan
and Tony Mastronardi the same transfer rights between themselves as are provided
the Investors in this Agreement. In the event that such amended voting trust and
limited shareholders agreement is not signed for any reason whatsoever, this
Agreement shall continue to be applicable to Guy Nathan and Tony Mastronardi
solidarily and to CDPQ, Innovatech and the Corporation as if it had originally
been signed by Guy Nathan and Tony Mastronardi and this Agreement shall be
construed to replace Techno Expres by Guy Nathan and Tony Mastronardi
solidarily. As to the other shareholders of Techno Expres, if any, which would
receive Shares following a distribution pursuant to a liquidation, dissolution
or winding-up of Techno Expres, notwithstanding any provision hereof, such other
shareholders shall not be bound by this Agreement.

7.       RIGHTS OF FIRST REFUSAL

7.1      ALIENATION BY INVESTORS. Notwithstanding subsection 6.1, if, at any
time after the date hereof, (i) an Investor (the "OFFERING INVESTOR") receives
an irrevocable offer (the "TP OFFER") from a Person acting at Arm's Length to
the Offering Investor (the "TP OFFEROR") to purchase for cash, securities,
property and/or any other form of consideration (all of which is payable at
closing) all or a portion of the Shares held by the Offering Investor (including
by way of
<PAGE>
                                      -14-


prospectus, whether underwritten or not), which TP Offer the Offering Investor
wishes to accept, in accordance with the procedures set forth hereinafter, or
(ii) the Offering Investor wishes to sell all or a portion of the Shares held by
the Offering Investor, the Offering Investor shall make an irrevocable offer
(the "I OFFER") in accordance with the procedures set forth hereinafter (the TP
Offer and I Offer are hereinafter referred to collectively as the "INVESTOR
OFFER"):

7.1.1    the Offering Investor shall first offer to the other Investor (the
         "OTHER INVESTOR") the option to purchase such Shares (the "OFFERED
         SHARES") in accordance with subsection 7.3. Should the Other Investor
         exercise such option so as to purchase all of the Offered Shares, the
         Offering Investor shall sell to the Other Investor the Offered Shares,
         for which it has delivered notice(s) of exercise, in accordance with
         this Agreement and the terms and conditions of the Investor Offer;

7.1.2    unless the Other Investor elects within the time required to
         exercise the option pursuant to subsection 7.1.1 such that all of the
         Offered Shares shall be purchased by the Other Investor, then the
         Offering Investors shall offer the Offered Shares which were
         unaccepted by the Other Investor (the "UNACCEPTED OFFERED SHARES") to
         Techno Expres in accordance with the procedures set forth in
         subsection 7.3;

7.1.3    should Techno Expres exercise its option pursuant to subsection
         7.1.2 so as to purchase all of the Unaccepted Offered Shares, the
         Offering Investor shall sell (i) to the Other Investor the Offered
         Shares, if any, for which it delivered notice of exercise and (ii) to
         Techno Expres the Unaccepted Offered Shares for which it has delivered
         notice of exercise, in accordance with this Agreement and the terms
         and conditions of the TP Offer, or the I Offer, as the case may be;

7.1.4    unless the Other Investor and/or Techno Expres (the "OTHER
         SHAREHOLDERS") have elected within the time required to exercise their
         options pursuant to subsections 7.1.1 and/or 7.1.2 such that all of
         the Offered Shares shall be purchased by the Other Shareholders, the
         option of the Other Shareholders shall expire, none of the Other
         Shareholders shall be eligible to purchase the Offered Shares, and the
         Offering Investor shall be free for a period of ninety (90) days from
         the end of the expiration of the last offer period to sell all (but
         not less than all) of the Offered Shares to either (i) the TP Offeror
         on the terms and conditions provided in the TP Offer, or (ii) in the
         event of an I Offer, to a Person acting at Arm's Length to the
         Offering Investor (the "THIRD PARTY") on the terms and conditions
         provided in the I Offer, provided, however, that, in both cases, it
         shall be a condition precedent to the right of the Offering Investor
         to sell the Offered Shares that the TP Offeror or Third Party, as the
         case may be, has executed a counterpart of this Agreement in
         accordance with subsection 12.6 and has agreed to be bound by the
         terms and conditions of this Agreement, as if the TP Offeror or the
         Third Party, as the case may be, had been an original party to this
         Agreement in place of the Offering Investor. If no sale takes place
         within the ninety (90) day period referred to in this subsection, then
         the Offering Investor shall not transfer the Offered Shares without
         again following and being subject to this Section 7.

7.2      ALIENATION BY TECHNO EXPRES. Notwithstanding subsection 6.1, if, at
any time after the date hereof, (i) Techno Expres receives an irrevocable offer
(the "TP OFFER") from a Person acting at Arm's Length to Techno Expres (the "TP
OFFEROR") to purchase for cash, securities, property and/or any other form of
consideration (all of which is payable at closing) all or a portion of the
Shares held by Techno Expres (the "OFFERED SHARES") (including by way of
<PAGE>
                                      -15-


prospectus, whether underwritten or not), which Techno Expres wishes to accept,
in accordance with the procedures set forth hereinafter, or (ii) Techno Expres
wishes to sell all or a portion of the Shares held by Techno Expres, Techno
Expres shall make an irrevocable offer (the "TE OFFER") in accordance with the
procedures set forth hereinafter (the TP Offer and TE Offer are hereinafter
collectively referred to as the "TECHNO OFFER"):

7.2.1    Techno Expres shall offer the Offered Shares to the Investors (together
         the "OTHER SHAREHOLDERS") in accordance with the procedures set forth
         in subsection 7.3;

7.2.2    Should one or more of the Other Shareholders exercise options pursuant
         to subsection 7.2.1 so as to purchase all of the Offered Shares,
         Techno Expres shall sell to each such Other Shareholder the Offered
         Shares for which it has delivered notice(s) of exercise, in accordance
         with this Agreement and the terms and conditions of the Techno Offer;

7.2.3    unless one or more of the Other Shareholders elects within the time
         required to exercise its options pursuant to subsection 7.2.1 such
         that all of the Offered Shares shall be purchased by the Other
         Shareholders, the option of the Other Shareholders shall expire, none
         of the Other Shareholders shall be eligible to purchase the Offered
         Shares, and Techno Expres shall be free for a period of ninety (90)
         days from the end of the expiration of the last offer period to sell
         all (but not less than all) of the Offered Shares to either (i) the TP
         Offeror on the terms and conditions provided in the TP Offer, or (ii)
         in the event of a TE Offer, to a Person acting at Arm's Length to
         Techno Expres (the "THIRD PARTY") on the terms and conditions provided
         in the TE Offer, provided, however, that, in both cases, it shall be a
         condition precedent to the right of Techno Expres to sell the Offered
         Shares that the TP Offeror or Third Party, as the case may be, has
         executed a counterpart of this Agreement in accordance with subsection
         12.6 and has agreed to be bound by the terms and conditions of this
         Agreement, as if the TP Offeror or Third Party, as the case may be,
         had been an original party to this Agreement in place of Techno
         Expres. If no sale takes place within the ninety (90) day period
         referred to in this subsection, then Techno Expres shall not transfer
         the Offered Shares without again following and being subject to this
         Section 7.

7.3      PROCEDURE FOR OFFERS. Offers by the Offering Investor (pursuant to
subsection 7.1) or Techno Expres (pursuant to subsection 7.2) (the "OFFERING
SHAREHOLDER") to the Other Investor (pursuant to subsection 7.1.1), Techno
Expres (pursuant to subsection 7.1.2), or the Other Shareholders (pursuant to
subsection 7.2.1) (the "OFFEREE SHAREHOLDERS") shall be conducted in accordance
with the following procedures:

7.3.1    the Offering Shareholder shall deliver a notice of its desire to sell
         the Offered Shares in accordance with the terms of the Offer to the
         Offeree Shareholders (a copy of which notice will be forwarded to all
         parties hereto), and then each of the Offeree Shareholders shall have
         an option to acquire its Proportionate Share of the Offered Shares or,
         if subsection 7.1.2 applies, the Unaccepted Offered Shares (the "FIRST
         OFFER"). Each of the Offeree Shareholders who elects to exercise its
         option under this subsection shall deliver a notice to the Offering
         Shareholder, each other Offeree Shareholder and the Corporation
         indicating its exercise of the option, such notice to be sent no later
         than thirty (30) days after the date on which the notice is received,
         after which time the option hereby granted to the Offeree Shareholders
         shall expire;
<PAGE>
                                      -16-


7.3.2    if after the First Offer or any Additional Offer made pursuant to this
         subsection 7.3.2 (the "PRIOR OFFERS"), there remains Offered Shares
         that the Offeree Shareholders have not accepted in the Prior Offers
         (the "REMAINING OFFERED SHARES"), the Offering Shareholder shall
         deliver a notice to the Offeree Shareholders that accepted the last
         such offer (the "ACCEPTING OFFEREE SHAREHOLDERS"), of each such
         Accepting Offeree Shareholder's option to purchase its Proportionate
         Share of the Remaining Offered Shares (an "ADDITIONAL OFFER"). Each
         Accepting Offeree Shareholders who elects to exercise its option under
         this subsection shall deliver a notice to the Offering Shareholder,
         each other Accepting Offeree Shareholder and the Corporation
         indicating its exercise of the option, such notice to be sent no later
         than seven (7) days after the date on which the notice of the
         Additional Offer is received, after which time the option hereby
         granted to the Accepting Offeree Shareholders shall expire. The
         Offering Shareholder shall continue to make offers pursuant to this
         subsection 7.3.2 until there are no Accepting Offeree Shareholders or
         no Remaining Offered Shares;

7.3.3    in the event of any sale by the Offering Shareholder to the Offeree
         Shareholders pursuant to an Offer which provides that the purchase
         price is to be payable, in whole or in part, by a non-cash
         consideration, the Offeree Shareholders shall be entitled to pay to
         the Offering Shareholder the cash equivalent of such non-cash
         consideration based upon the fair market value of such non-cash
         consideration as of the date of the receipt by the Offeree
         Shareholders of the notice from the Offering Shareholder to sell the
         Offered Shares in accordance with subsection 7.3.1. The fair market
         value of such non-cash consideration shall be the value agreed upon by
         the parties to such transaction. If no such value has been agreed upon
         in writing by the parties to such transaction within thirty (30) days
         after the receipt by the Offeree Shareholders of the notice from the
         Offering Shareholder to sell the Offered Shares in accordance with
         subsection 7.3.1, such parties shall be entitled to collectively
         appoint investment bankers or underwriters to determine such value by
         issuing a fairness opinion, and the cost associated with such fairness
         opinion shall be shared equally by such parties. The determination of
         such investment bankers or underwriters shall be final and binding on
         the parties without right of appeal and such investment bankers or
         underwriters shall make such determination within fifteen (15) days of
         their appointment.

7.4      VALIDITY OF OFFER AND CLOSING PROVISIONS. Each Offer made pursuant to
subsections 7.1 and 7.2 shall be in a writing signed by the Offering Shareholder
and addressed to the Offeree Shareholders and shall:

7.4.1    state the purchase price per Offered Share, which purchase price shall
         be payable in full, at Closing;

7.4.2    state the name and address of the TP Offeror to whom it proposes to
         sell the Offered Shares, and include a copy of the TP Offer; (this
         provision shall not apply in the event of an I Offer or a TE Offer);

7.4.3    provide that the Closing shall be held at the principal offices of the
         Corporation at 10:00 a.m. on the Closing Date, or at such other place,
         at such other time or on such other date as the parties thereto may
         agree, in accordance with the following terms and conditions:
<PAGE>
                                      -17-


         7.4.3.1    at Closing, the Offering Shareholder shall deliver to the
         Offeree Shareholders who have accepted an Offer (the "PURCHASER")
         certificates representing the Offered Shares being transferred, which
         certificates shall be accompanied by a duly executed assignment of the
         Offered Shares to the Purchaser;

         7.4.3.2    payment for the Offered Shares being transferred shall be
         made in full at Closing;

         7.4.3.3    such transfer shall be effected in conformity with all
         applicable securities laws;

         7.4.3.4    if any of the conditions set forth in this subsection 7.4.3
         made for the exclusive benefit of the Purchaser are not satisfied at
         the Closing, then the Purchaser may, at its option, either:

         7.4.3.4.1  refuse to proceed with the Closing, or

         7.4.3.4.2  proceed with the Closing,

         in either case without prejudice to its remedies and recourses against
         the Offering Shareholder as a result of such condition not being
         satisfied;

         7.4.3.5    however, if at Closing the Offered Shares being transferred
         are not free and clear of all claims, liens and other encumbrances
         whatsoever, the Purchaser may, without prejudice to any other rights
         which it may have, purchase such Offered Shares subject to such
         claims, liens and other encumbrances. In that event, the Purchaser
         shall at the Closing assume all obligations and liabilities with
         respect to such claims, liens and encumbrances and the purchase price
         payable by the Purchaser for such Offered Shares shall be satisfied,
         in whole or in part, as the case may be, by such assumption in the
         amount agreed to by the Offering Shareholder and the Purchaser. The
         amount so assumed shall reduce the purchase price payable at Closing;

         7.4.3.6    if the Offering Shareholder fails to complete the
         transaction, then the amount which the Purchaser would otherwise be
         required to pay to the Offering Shareholder at Closing may be
         deposited by the Purchaser into an interest-bearing trust account in
         the name of the Offering Shareholder at the bank branch used by the
         Corporation. Upon making such deposit and giving the Offering
         Shareholder notice thereof, the purchase of the Offering Shareholder's
         Offered Shares by that Purchaser shall be deemed to have been fully
         completed and all right, title, benefit and interest in and to the
         Offered Shares to which the Purchaser is entitled shall be deemed to
         have been transferred and assigned to and vested in the Purchaser. The
         Offering Shareholder shall be entitled to receive the amount deposited
         in the trust account upon satisfying the Offering Shareholder's
         obligations pursuant to this subsection 7.1;

         7.4.3.7    the Offering Shareholder hereby irrevocably nominates,
         constitutes and appoints each Purchaser as its true and lawful
         mandatary and agent for, in the name of and on behalf of the Offering
         Shareholder to execute and deliver in the name of the Offering
         Shareholder all such instruments as may be necessary to effectively
         transfer the Offered Shares being sold to the Purchaser. The Offering
         Shareholder hereby ratifies and confirms, and agrees to ratify and
         confirm, all that the Purchaser may lawfully do or cause to be done by
         virtue of such appointment and power of attorney;
<PAGE>
                                      -18-


         7.4.3.8    it is recognized that serious and irreparable damage for
         which monetary damages would not be an adequate remedy would result to
         the Purchaser from the violation of the provisions of this Section 7.
         Each party agrees that, in addition to any and all remedies available
         to the Purchaser in the event of a violation of such covenants, such
         Purchaser shall have the immediate remedy of injunction or such other
         relief as may be decreed or issued by any court of competent
         jurisdiction to enforce this Section 7.

7.5      OFFERS IRREVOCABLE. All Offers and TP Offers are irrevocable for the
period of time during which they are open for acceptance.

7.6      MEANING OF "SHARES". For the purposes of this Section 7, when reference
is made to the Shares held by either Investor, the term "SHARES" shall be deemed
to include any Common Shares as would be issuable to such Investor upon the
conversion into Common Shares of all Preferred Shares held by such Investor, if
any.

8.       FORCED SALE

8.1      FORCED SALE. After giving a fifteen (15) day notice to all Shareholders
and the Corporation, CDPQ shall have the right to seek a written offer, which it
is willing to accept, through an investment banker of its choice, to purchase
all the Shares held by the Shareholders or to purchase all the assets of the
Corporation as an on-going concern. Notwithstanding any provision hereof, the
Shareholders hereby agree to fully collaborate with such sale and to sell their
Shares at the same price as CDPQ or to exercise their voting rights which they
hold so as to permit the Corporation to sell all its assets at the price
accepted by CDPQ.

8.2      DELAYS FOR THE FORCED SALE. If within eighteen (18) months of the
notice provided under subsection 8.1, an offer to purchase has not been accepted
by CDPQ, the Shareholders agree to proceed with the winding-up, dissolution or
liquidation of the Corporation within six (6) months of such eighteen (18) month
period.

9.       FINANCIAL INFORMATION AND COVENANTS OF THE CORPORATION

9.1      FINANCIAL INFORMATION. The Corporation, at its costs, undertakes toward
the Shareholders to prepare and to remit to the members of the Board of the
Corporation the following documents:

9.1.1    within ninety (90) days after the end of each fiscal year, a copy of
         the audited financial statements of the Corporation on a consolidated
         basis for such fiscal year consisting of the balance sheet and the
         statement of income and retained earnings of the Corporation. These
         financial statements shall be prepared in accordance with Generally
         Accepted Accounting Principles applied on a consistent basis;

9.1.2    thirty (30) days following the end of each month, interim unaudited
         monthly financial statements, on a consolidated basis, including the
         balance sheet, the income statement and a cash flow statement as well
         as a budget to actual analysis containing information reasonably
         expected in such analysis;

9.1.3    within forty-five (45) days after the end of each quarter during each
         fiscal year, complete unaudited quarterly financial statements on a
         consolidated basis, including
<PAGE>
                                      -19-


         the balance sheet, the income statement and the statement of changes
         in financial position;

9.1.4    at each meeting of the Board of the Corporation, a report prepared by
         the controller of the Corporation and duly signed by the President of
         the Corporation confirming that payments due by the Corporation to tax
         authorities for sales taxes, deduction at source or for any other
         taxes have been made and confirming that, to the best of the
         Corporation's management knowledge, the Corporation has conducted and
         is conducting its business in compliance with any applicable law, and
         that the Corporation is not in breach of applicable law, including any
         environmental law.

10.      NOTICES

10.1     NOTICES. All notices, requests, demands and other communications
hereunder shall be given in writing and shall be given by telecopier, or
delivered by hand, to the other party at the following addresses:

if to Techno Expres:    TECHNO EXPRES S.A.
                        c/o TouchTunes Digital Jukebox Inc.
                        3 Commerce Place
                        4th Floor
                        Nun's Island, Quebec
                        H3E 1A2

                        Attention: The President

                        Telecopier: (514) 762-6483

If to CDPQ:             CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
                        Centre CDP Capital
                        1000, Place Jean-Paul Riopelle
                        Montreal, Quebec
                        H2Z 2B3

                        Attention: The President of Capital Technologies CDPQ
                        Inc.

                        Telecopier: (514) 847-2628

                        and to the Attention of the President of Capital
                        Communications CDPQ Inc.

                        Telecopier: (514) 281-9364
<PAGE>
                                      -20-


if to Innovatech:       SOCIETE INNOVATECH DU GRAND MONTREAL
                        2020 University Avenue
                        Suite 1527
                        Montreal, Quebec
                        H3A 2A5

                        Attention: Hubert Manseau

                        Telecopier: (514) 864-4220

with a copy in all      LAPOINTE ROSENSTEIN
cases to:               1250 Rene-Levesque Blvd. West
                        Suite 1400
                        Montreal, Quebec
                        H3B 5E9

                        Attention: Elizabeth Pedzik

                        Telecopier: (514) 925-5047

if to the Corporation:  TOUCHTUNES MUSIC CORPORATION
                        1800 East Sahara
                        Suite 107
                        Las Vegas, Nevada
                        89104, U.S.A.

                        Attention: The President

                        Telecopier: (702) 734-7500

with a copy in all      ARNOLD & PORTER
cases to:               399 Park Avenue
                        New York, NY 10022-4690

                        Attention: Christine D. Rogers, Esq.

                        Telecopier: (212) 715-1399

                        and:

                        MCDONALD CARANO WILSON MCCUNE BERGIN FRANKOVICH &
                        HICKS LLP
                        241 Ridge Street
                        Reno, Nevada 89501

                        Attention: Paul C. Deyhle

                        Telecopier: (775) 788-2020

or at such other address as the parties may have previously indicated to the
other parties in writing in conformity with the foregoing. Any such notice,
request, demand or other communication shall be deemed to have been received on
the date of delivery if delivered by
<PAGE>
                                      -21-


hand, or the next Business Day immediately following the date of transmission if
sent by telecopier. The original copy of any notice sent by telecopier shall be
forwarded to the other party by registered mail, receipt return requested.

11.      ARBITRATION

11.1     ARBITRATION. All disputes or controversies between the parties in
respect of the validity, interpretation or performance of the provisions of this
Agreement shall be definitively dealt with using the rules of conciliation and
arbitration of the International Chamber of Commerce, by one arbitrator
appointed in accordance with said rules, and to the exclusion of any courts
except for any provisional remedy including injunctive relief and seizure before
judgment which may be obtained from any court or tribunal, the whole in
accordance with said rules in force at the time of execution of this Agreement.
Any arbitration proceeding required pursuant to the terms thereof shall take
place in Montreal, Quebec and shall be conducted in both the English and French
language.

12.      MISCELLANEOUS PROVISIONS

12.1     PRESS RELEASE. Any press release or any public announcement, statement
or publicity with respect to the transaction contemplated in this Agreement
shall be made only with the prior consent of the Shareholders unless such
release, announcement, statement or publicity is required by law, in which case
the Shareholder required to make such release, announcement, statement or
publicity shall use its best efforts to obtain the approval of the other
Shareholders to the form, nature and extent of such disclosure, which consent
and approval shall not be unreasonably withheld.

12.2     FURTHER ASSURANCES. Each party upon the request of the others, shall
do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
or delivered all such further acts, deeds, documents, assignments, transfers,
conveyances, powers of attorney and assurances as may be reasonably necessary or
desirable to effect complete consummation of the transactions contemplated by
this Agreement.

12.3     SUCCESSORS IN INTEREST. This Agreement and the provisions hereof shall
enure to the benefit of and be binding upon the parties and their respective
successors and permitted assigns.

12.4     TRANSFER CONTRARY TO THIS AGREEMENT. Any purported transfer of Shares
contrary to the terms of this Agreement shall be null and void and have no legal
effect.

12.5     TIME OF THE ESSENCE. Time shall be of the essence in this Agreement.

12.6     COUNTERPART. No Person shall become a holder of any Shares without
first having executed a counterpart of this Agreement in accordance with
SCHEDULE "12.6" annexed hereto. Each such counterpart so executed shall be
deemed to be an original and such counterparts together shall constitute one and
the same instrument.

12.7     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matters herein contained and
supersedes and replaces any negotiations, discussions or agreements previously
held or entered into by them with respect to the subject matters herein
contained, including without limitation, the shareholders agreement dated
February 11, 1998 among Techno Expres S.A., Capital
<PAGE>
                                      -22-


Technologies CDPQ Inc. (previously Sofinov, Societe financiere d'innovation
Inc.), Innovatech and the Corporation, as amended on March 22, 1999, April 8,
1999 and July 14, 1999 and the Voting trust and the limited shareholders
agreement dated May 18, 2000 among Techno Expres S.A., Capital Communications
CDPQ Inc., Capital Technologies CDPQ Inc. (previously Sofinov, Societe
financiere d'innovation Inc.), Innovatech and the Corporation. The parties
hereby renounce to and waive the benefits of all prior negotiations and
discussions concerning the subject matter hereof which are not embodied herein.

12.8     ORIGINALS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same document.

12.9     TERMINATION OF AGREEMENT. This Agreement shall remain in effect until
terminated by any party hereto by written notice upon the occurrence of any of
the following eventualities:

12.9.1   the bankruptcy or dissolution (whether voluntary or involuntary) of the
         Corporation;

12.9.2   all issued and outstanding Shares are held by one Person only; or

12.9.3   by written agreement of all of the Shareholders.
<PAGE>
                                    -23-


IN WITNESS WHEREOF, the parties have signed at the place and on the date first
hereinabove mentioned.

CAISSE DE DEPOT ET PLACEMENT DU     SOCIETE INNOVATECH DU GRAND
QUEBEC                              MONTREAL

Per: /s/ Denis Dionne               Per: /s/ Hubert Manseau
     --------------------------          ---------------------------------
     Denis Dionne                        Hubert Manseau

Per: /s/ Andre Bourbonnais
     --------------------------
     Andre Bourbonnais


TOUCHTUNES MUSIC CORPORATION        TECHNO EXPRES S.A.

Per: /s/ John Perrachon             Per: /s/ Guy Nathan
     --------------------------          ---------------------------------
     John Perrachon                      Guy Nathan
<PAGE>
                                      -24-


                                  INTERVENTION

         EACH OF THE UNDERSIGNED INTERVENES TO THESE PRESENTS, hereby declares
having taken cognizance of all of the provisions contained in this Agreement,
with which he declares himself to be entirely satisfied and familiar, and hereby
agrees to be bound by the provisions of this Agreement which are applicable to
him.

         Furthermore, the undersigned hereby solidarily represent and warrant
that Guy Nathan, "president directeur general" of Techno Expres S.A., is fully
authorized to represent Techno Expres S.A. and to sign this Agreement on its
behalf. The undersigned hereby solidarily agree to indemnify and to save and
hold harmless the Corporation and the other Shareholders, from any litigation
expense, legal fees, liability, damage, award or cost, of any form or type
whatsoever, they or any of them may incur due to any claim made against them due
to any misrepresentation or any such representation or warranty being untrue.

            Montreal, this 10th day of June 2003


                                       /s/ TONY MASTRONARDI
                                      -----------------------------------------
                                       TONY MASTRONARDI


                                       /s/ GUY NATHAN
                                      -----------------------------------------
                                       GUY NATHAN
<PAGE>

           Amended and Restated Voting Trust and Limited Shareholders Agreement
                                                   TouchTunes Music Corporation

                                 SCHEDULE "12.6"

         THIS INSTRUMENT forms part of the Voting Trust and Limited
Shareholders Agreement (the "AGREEMENT") entered into as of June 10th, 2003
by and among Techno Expres S.A., Caisse de Depot et Placement du Quebec,
Societe Innovatech du Grand Montreal and TouchTunes Music Corporation, into
which intervened each of Tony Mastronardi and Guy Nathan, which Agreement
permits execution by counterpart. The undersigned hereby acknowledges having
received a copy of the said Agreement (which is annexed hereto as SCHEDULE
"1") and, having read the said Agreement in its entirety, hereby agrees that
the terms and conditions of the said Agreement shall be binding upon the
undersigned (including, without limitation, the obligations of
confidentiality) as if the undersigned had been an original party to the
Agreement as a Shareholder (as such terms are defined in the Agreement) and
such terms and conditions shall enure to the benefit of and be binding upon
the undersigned, its successors and assigns.

         IN WITNESS WHEREOF the undersigned has executed this instrument on this
10th day of June 2003

                                      [SHAREHOLDER]

                                      Per:____________________________________