<PAGE>

                                                                     EXHIBIT 3.1

<TABLE>
<S>                                                                   <C>

                                                     ARTICLES OF AMALGAMATION
                                                         STATUTS DE FUSION

1.   The name of the amalgamated corporation is:                      Denomination sociale de la societe issue de la fusion:

                                                       BRACKNELL CORPORATION

2.   The address of the registered office is:                         Adresse du siege social est:

                                                     Suite 1506, 150 York Street
-------------------------------------------------------------------------------------------------------------------
                     (Street & Number or R.R. Number & if Multi-Office Building give Room No.)
           (Rue of numero ou numero de la R.R. et, s'il s'agit d'un edifice a bureaux, numero du bureau)

                            Toronto                                                      M5H3S5
-------------------------------------------------------------------------------------------------------------------
               (Name of Municipality or Post Office)                                  (Postal Code)
          (Nom de la municipalite ou du bureau de poste)                              (Code Postal)

                  Municipality of                                                  Metropolitan Toronto
-------------------------------------------------------------------------------------------------------------------
(Name of Municipality, Geographic Township)                dans le/la      (County, District Regional Municipality)
(Nom de la municipalite, du canton geographique)                           (Comte, district municipalite regionale)

3.   Number (or minimum and maximum number) or directors is:          Nombre (ou nombres minimal et maximal) d'administrateurs:

A minimum of 3 directors and a maximum of 15 directors.

4.   The director(s) is/are:                               Administrateur(s):
                                                                                                        Resident
                                        Residence address, giving Street & No. or R.R. No.              Canadian State
                                        Municipality and Postal Code                                    Yes or No
First name, Initials and surname        Adresse personnelle, y compris la rue et le numero, le numero   Resident
Prenom, initiales et nom de famille     de la R.R., le nom de la municipalite et le code postal         canadien Oui/Non
-------------------------------------   -------------------------------------------------------------   ------------------

Thomas P. Flynn                         1585 Jalna Avenue                                                   Yes
                                        Mississauga, Ontario  L5J 1S8
George L. Ploder                        2373 Doulton Drive                                                  Yes
                                        Mississauga, Ontario L5H 3M4
Kurt Rothschild                         #903-120 Shelborne Ave.                                             Yes
                                        Toronto, Ontario M6B 2M7
Allan R. Twa                            513-34th Avenue S.W.                                                Yes
                                        Calgary, Alberta T2S 0T2
Gilbert S. Bennett                      R.R. #2, Skyway Road                                                Yes
                                        Guelph, Ontario N1H 6H8
Paul D. Melnuk                          37 Countryside Lane                                                 No
                                        St. Louis, Missouri U.S.A.  63131
James W, Moir, Jr.                      6770 Jubilee Road, Unit #7                                          Yes
                                        Halifax, Nova Scotia  B3H 2H8
</TABLE>
<PAGE>

                                                                               2

<TABLE>
<S>                                                                 <C>

5.   A) The amalgamation agreement has been duly adopted by         A) Les actionnaires de chaque societe qui fusionne
     the shareholders of each of the amalgamating                   ont du ment adopte la convention de fusion
     corporations as required by subsection 176 (4) of the          conformement au paragraphe 176(4) de la Loi sur les
     Business Corporations Act on the date set out below.           societes par actions a la date mentionnee ci-dessous.

                                                        [_]

                                            ----------------------------
                                            CHECK          COCHER
                                            A OR B         A OU B
                                            ----------------------------

                                                        [X]

     B) The amalgamation has been approved by the directors of      B) Les administrateurs de chaque societe qui fusionne
     each amalgamating corporation by a resolution                  ont approuve la fusion par voie de resolution
     required by section 177 of the Business Corporations           conformement a l'article 177 de la Loi sur les societes
     Act on the date set out below.                                 par actions a la date mentionnee ci-dessous.


     The articles of amalgamation in substance contain the          Les statuts de fusion reprennent essentiellement les
     provisions of the articles of incorporation of                 dispositions des statuts constitutifs de

                                                   BRACKNELL CORPORATION
-----------------------------------------------------------------------------------------------------------------------------
     and are more particularly set out in these articles.           et sont enonces textuellement aux presents statuts.

     Names of amalgamating corporations                     Ontario Corporation Number             Date of Adoption/
     Denomination sociale des societes qui fusionnent       Numero de la societe en Ontario        Approval
                                                                                                   Date d'adoption ou
                                                                                                   d'approbation
----------------------------------------------------- ------------------------------------- ---------------------------------
     BRACKNELL CORPORATION                                           535958                          15/APRIL/1997
     T3LPCO-6 INVESTMENT INC.                                       1233238                          15/APRIL/1997
     1045434 ONTARIO INC.                                           1045434                          15/APRIL/1997
</TABLE>
<PAGE>

                                                                               3

<TABLE>
<S>                                                                 <C>

6.   Restrictions, if any, on business the corporation may          Limites, s'il y a lieu, imposees aux activites
     carry on or on powers the corporation may exercise.            commerciales ou aux pouvoirs de la societe:

The Corporation is not restricted from carrying on any business or from exercising any powers.






7.   The classes and any maximum number of shares that the          Categories et nombre maximal, s'il y a lieu, d'actions
     corporation is authorized to issue:                            que la societe est autorisee a emettre:

The Corporation is authorized to issue an unlimited number of common shares ("Common Shares") and an unlimited number of
preferred shares issuable in series ("Preferred Shares").





8.   Rights, privileges, restrictions and conditions (if            Droits, privileges, restrictions et conditions,
     any) attaching to each class of shares and directors           s'il y a lieu, rattaches a chaque categorie d'actions
     authority with respect to any class of shares which            et pouvoirs des administrateurs relatif a chaque
     may be issued in series:                                       categorie d'actions qui peut etre emise en serie:
</TABLE>

The rights, privileges, restrictions and conditions attaching to the Common
Shares and to the Preferred Shares as a class are as follows:

1.       Directors' Rights to Issue in One or More Series

         The Preferred Shares may at any time or from time to time be issued in
one or more series. Before any shares of a particular series are issued the
directors of the Corporation shall determine the number of shares that will form
such series and shall, subject to the limitations set out herein, by resolution
fix the designation, rights, privileges, restrictions and conditions to be
attached to the Preferred Shares of such series, including, but without in any
way limiting or restricting the generality of the foregoing, the rate, amount or
method of calculation of dividends thereon (which race, amount or method of
calculation may be subject to changes or adjustments), the time and place of
payment of dividends, the consideration and the terms and conditions of any
purchase for cancellation, retraction or redemption thereof, conversion rights
(if any), the voting rights (if any) attached thereto, and the terms and
conditions of any share purchase plan or sinking fund, the whole subject to the
filing with the Director (as defined in the Business Corporations Act) of
articles of amendment containing a description of conditions fixed by the
directors.
<PAGE>

                                                                               4

2.       Ranking of Preferred Shares

         The Preferred Shares of each series shall rank on a parity with the
Preferred Shares of every other series with respect to accumulated dividends and
return of capital, and shall be entitled to a preference over the Common Shares
of the Corporation and over any other shares ranking junior to the Preferred
Shares with respect to priority in payment of dividends and in the distribution
of assets in the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or any other shareholders for the
purpose of winding up its affairs. When any dividends or amounts payable on a
return of capital are not paid in full, the Preferred Shares of all series shall
participate rateably in respect of such dividends, including accumulations, if
any, in accordance with the sum that would be payable on such shares if all such
dividends were declared and paid in full, and in respect of any repayment of
capital in accordance with the sums that would be payable on such repayment of
capital if all sums so payable were paid in full; provided, however, that in the
event of there being insufficient assets to satisfy in full ail such claim as
aforesaid, the claims of the holders of the Preferred Shares with respect to
repayment of capital shall first be paid and satisfied and any assets remaining
thereafter shall be applied towards the payment and satisfaction of claims in
respect of dividends. The Preferred Shares of any series may also be given such
other preference not inconsistent with paragraphs 1 to 4 hereof over the Common
Shares of the Corporation and over any other shares ranking junior to the
Preferred Shares as may be determined in the case of such series of Preferred
Shares.

3.       Amendment with Approval of Holders of Preferred Shares

         The rights, privileges, restrictions and conditions attaching to the
Preferred Shares as a class may be added to, changed or removed but only with
the approval of holders of Preferred Shares given as hereinafter specified.

4.       Approval of Holders of Preferred Shares

         The approval of the holders of Preferred Shares to add to, change or
remove any right, privilege, restriction or condition attaching to the Preferred
Shares as a class or of any other matters requiring the consent of the holders
of the Preferred Shares may be given in such manner as may then be required by
law, subject to a minimum requirement that such approval be given by resolution
signed by all the holders of Preferred Shares or passed by the affirmative vote
of at least two-thirds of the votes cast at a meeting of the holders of the
Preferred Shares duly called for that purpose.

         The formalities to be observed in respect of the giving of notice of
any such meeting or any adjourned meeting and the conduct thereof shall be those
from time to time prescribed by the by-laws of the Corporation with respect to
meetings of shareholders. On every poll taken at every meeting of holders of
Preferred Shares as a class, or at any joint meeting of the holders of two or
more series of Preferred Shares, each holder of Preferred Shares entitled to
vote thereat shall have one vote for each Preferred Share held.
<PAGE>

                                                                               5

5.       Common Shares

         (a)      Subject to the prior rights of the holders of the Preferred
                  Shares (i) the board of directors may declare and cause to be
                  paid dividends to the holders of the Common Shares from any
                  assets at the time properly applicable to the payment of
                  dividends; and (ii) the holders of Common Shares shall, in the
                  event of the liquidation, dissolution or winding-up of the
                  Corporation or other distribution of assets of the Corporation
                  among shareholders for the purpose of winding-up its affairs,
                  be entitled to receive the remaining assets of the
                  Corporation.

         (b)      Each Common Share is equal to every other Common Share and the
                  holders of the Common Shares shall be entitled to receive
                  notice of and to attend any meeting of the shareholders of the
                  Corporation and shall be entitled to one vote in respect of
                  each Common Share held at such meetings, except meetings at
                  which the holders of a particular class of shares other than
                  the Common Shares are entitled to vote separately as a class.
<TABLE>
<S>                                                                 <C>

9.   The issue, transfer or ownership of shares is/is not           L'emission, le transfert ou la propriete d'actions est/
     restricted and the restrictions (if any) are as                n'est pas restraint.  Les restrictions, s'il y a lieu,
     follows:                                                       sont les suivantes:

The issue or transfer of ownership of shares of the Corporation is not restricted.



10.  Other provisions, if any:                                      Autres dispositions, s'il ya lieu:

In addition to, and without limiting such other powers which the Corporation may by law possess, the directors of the
Corporation may without authorization of the shareholders, by authentic deed, in particular but without limitation, for
the purpose of securing any bonds, debentures or debenture stock which it is by law entitled to issue, hypothecate,
mortgage, pledge, cede or transfer any property, moveable or immovable, present or future, which it may own.





11.  The statements required by subsection 178(2) of the            Les declarations exigees aux termes du paragraphe
     Business Corporations Act are attached as Schedule             178(2) de la Loi sur les societes par actions
     "A":                                                           constituent l'annexe "A":

12.  A copy of the amalgamation agreement or directors              Une copie de la convention de fusion ou les resolutions
     resolutions (as the case may be) is/are attached as            des administrateurs (selon le cas) constitue(nt)
     Schedule "B":                                                  l'annexe "B":

These articles are signed in duplicate                              Les presents statuts sont signes en double exemplaire.
</TABLE>
<PAGE>

                                                                               6

<TABLE>
<S>                                                                 <C>

Names of the amalgamating corporations and signatures and           Denomination sociale des societes qui fusionnent,
descriptions of office of their proper officers.                    signature et fonction de leurs dirigants regulierement
                                                                    designes.

                                                     BRACKNELL CORPORATION



                                                     by /s/   George L. Ploder                          C.S.
                                                        -----------------------------------------------
                                                         George L. Ploder, President
                                                           and Chief Executive Officer


                                                     T3LPCO-6 INVESTMENT INC.



                                                     by /s/   George L. Ploder                          C.S.
                                                        -----------------------------------------------
                                                         George L. Ploder, President
                                                           and Chief Executive Officer


                                                     1045434 ONTARIO INC.



                                                     by /s/   George L. Ploder                          C.S.
                                                        -----------------------------------------------
                                                         George L. Ploder, Chief
                                                           Executive Officer

</TABLE>
<PAGE>

                                   SCHEDULE A

                        STATEMENT OF DIRECTOR OR OFFICER
                        PURSUANT TO SUBSECTION 178(2) OF
                     THE BUSINESS CORPORATIONS ACT (ONTARIO)



         I, George L. Ploder, of the City of Mississauga, in the Regional
Municipality of Peel, in the Province of Ontario, hereby state as follows:

1.       This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").

2.       I am a director and the President and Chief Executive Officer of
Bracknell Corporation (the "Corporation") and as such have knowledge of its
affairs.

3.       I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.

4.       There are reasonable grounds for believing that:

         (a)      the Corporation is and the corporation to be formed by the
                  amalgamation (the "Amalgamation") of the Corporation, T3LPCO-6
                  Investment Inc. and 1045434 Ontario Inc., will be able to pay
                  its liabilities as they become due; and

         (b)      the realizable value of such amalgamated corporation's assets
                  will not be less than the aggregate of its liabilities and
                  stated capital of all classes.

5.       There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.

6.       The Corporation has not been notified by any creditor that it objects
to the Amalgamation.

              This Statement is made this 15th day of April, 1997.




                                           /s/   George L. Ploder
                                           ------------------------------------
                                           George L. Ploder
<PAGE>

                                   SCHEDULE A

                       STATEMENT OF DIRECTOR OR OFFICER
                       PURSUANT TO SUBSECTION 178(2) OF
                    THE BUSINESS CORPORATIONS ACT (ONTARIO)



         I, George L. Ploder, of the City of Mississauga, in the Regional
Municipality of Peel, in the Province of Ontario, hereby state as follows:

1.       This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").

2.       I am a director and the President and Chief Executive Officer of
T3LPCO-6 Investment Inc. (the "Corporation") and as such have knowledge of its
affairs.

3.       I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.

4.       There are reasonable grounds for believing that:

         (a)      the Corporation is and the corporation to be formed by the
                  amalgamation (the "Amalgamation") of the Corporation,
                  Bracknell Corporation and 1045434 Ontario Inc., will be able
                  to pay its liabilities as they become due; and

         (b)      the realizable value of such amalgamated corporation's assets
                  will not be less than the aggregate of its liabilities and
                  stated capital of all classes.

5.       There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.

6.       The Corporation has not been notified by any creditor that it objects
to the Amalgamation.

              This Statement is made this 15th day of April, 1997.




                                           /s/   George L. Ploder
                                           ------------------------------------
                                           George L. Ploder
<PAGE>

                                   SCHEDULE A

                        STATEMENT OF DIRECTOR OR OFFICER
                        PURSUANT TO SUBSECTION 178(2) OF
                     THE BUSINESS CORPORATIONS ACT (ONTARIO)



         I, George L. Ploder, of the City of Mississauga, in the Regional
Municipality of Peel, in the Province of Ontario, hereby state as follows:

1.       This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").

2.       I am a director and the President and Chief Executive Officer of
1045434 Ontario Inc. (the "Corporation") and as such have knowledge of its
affairs.

3.       I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.

4.       There are reasonable grounds for believing that:

         (a)      the Corporation is and the corporation to be formed by the
                  amalgamation (the "Amalgamation") of the Corporation, T3LPCO-6
                  Investment Inc. and Bracknell Corporation, will be able to pay
                  its liabilities as they become due; and

         (b)      the realizable value of such amalgamated corporation's assets
                  will not be less than the aggregate of its liabilities and
                  stated capital of all classes.

5.       There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.

6.       The Corporation has not been notified by any creditor that it objects
to the Amalgamation.

              This Statement is made this 15th day of April, 1997.




                                           /s/   George L. Ploder
                                           ------------------------------------
                                           George L. Ploder
<PAGE>

                                   SCHEDULE B

                              BRACKNELL CORPORATION

                               "AMALGAMATION WITH
                1045434 ONTARIO INC. AND T3LPCO-6 INVESTMENT INC.


         WHEREAS subsection 177(l) of the Business Corporations Act (Ontario)
(the "Act"), permits a holding corporation and one or more of its, directly or
indirectly, wholly-owned subsidiary corporations to amalgamate and continue as
one corporation without complying with sections 175 and 176 of the Act:

         AND WHEREAS of 1045434 Ontario Inc. And T3LPCO-6 Investment Inc.
(collectively, the "Subsidiaries") is a wholly-owned subsidiary of BRACKNELL
CORPORATION (the "Corporation");

         AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation and the Subsidiaries amalgamate and continue as
one corporation pursuant to subsection 177(l) of the Act;

NOW THEREFORE BE IT RESOLVED THAT

1. the amalgamation (the "Amalgamation") of the Corporation and the
Subsidiaries, pursuant to the provisions of subsection 177(l) of the Act, be and
the same is hereby approved;

2. upon the Amalgamation becoming effective, all the shares (whether issued or
unissued) of each of the Subsidiaries shall be cancelled without any repayment
of capital in respect thereof

3. except as may be prescribed, the articles of amalgamation of the corporation
(the "Amalgamated Corporation") continuing from the Amalgamation shall be the
same as the articles of the Corporation;

4. upon the Amalgamation becoming effective, the by-laws of the Corporation as
in effect immediately prior to the Amalgamation shall be the by-laws of the
Amalgamated Corporation;

5. no securities shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the Amalgamation; and
<PAGE>

6. any one director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute,
whether under the corporate seal of the Corporation or otherwise, and deliver
all such agreements, instruments, certificates and other documents and to do all
such other acts and things as in his opinion may be necessary or advisable in
connection with the Amalgamation, including the execution and delivery to the
Director appointed under the Act of articles of amalgamation in the prescribed
form in respect of the Amalgamation, the execution of any such document or the
doing of any such other act or thing being conclusive evidence of such
determination."

                            -------------------------


         The undersigned director and President and Chief Executive Officer of
BRACKNELL CORPORATION (the "Corporation") hereby certifies that the foregoing is
a true and complete copy of a resolution duly passed by the board of directors
of the Corporation and that such resolution is in full force and effect,
unamended, as of the date hereof.

         DATED the 15th day of April, 1997.


                                           /s/   George L. Ploder
                                           ------------------------------------
                                           George L. Ploder
<PAGE>

                                   SCHEDULE B

                            T3LPCO-6 INVESTMENT INC.

                               "AMALGAMATION WITH
                 1045434 ONTARIO INC, AND BRACKNELL CORPORATTON


         WHEREAS subsection 77(l) of the Business Corporations Act (Ontario)
(the "Act"), permits a holding corporation and one or more of its wholly-owned
subsidiary corporations to amalgamate and continue as one corporation without
complying %kith sections 175 and 176 of the Act;

         AND WHEREAS each of T3LPCO-6 Investment Inc. (the "Corporation) 1045434
Ontario Inc. ("Sisterco") is a wholly-owned subsidiary of Bracknell Corporation
("Parentco");

         AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation, Sisterco and Parentco amalgamate and continue
as one corporation pursuant to subsection 177(l) of the Act;

NOW THEREFORE BE IT RESOLVED THAT

1. the amalgamation (the "Amalgamation") of the Corporation, Sisterco and
Parentco, pursuant to the provisions of subsection 177(l) of the Act, be and the
same is hereby approved;

2. upon the Amalgamation becoming effective, all the shares (whether issued or
unissued) of the Corporation shall be cancelled without any repayment of capital
in respect thereof;

3. except as may be prescribed, the articles of amalgamation of the corporation
(the "Amalgamated Corporation") continuing from the Amalgamation shall be the
same as the articles of Parentco;

4. upon the Amalgamation becoming effective, the by-laws of Parentco as in
effect immediately prior to the Amalgamation shall be the by-laws of the
Amalgamated Corporation;

5. no securities shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the Amalgamation; and
<PAGE>

6. any one director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute,
whether under the corporate seal of the Corporation or otherwise, and deliver
all such agreements, instruments, certificates and other documents and to do all
such other acts and things as in his opinion may be necessary or advisable in
connection with the Amalgamation, including the execution and delivery to the
Director appointed under the Act of articles of amalgamation in the prescribed
form in respect of the Amalgamation, the execution of any such document or the
doing of any such other act or thing being conclusive evidence of such
determination."

                             ----------------------

         The undersigned director and President and Chief Executive Officer of
T3LPCO-6 INVESTMENT INC. (the "Corporation") hereby certifies that the foregoing
is a true and complete copy of a resolution duly passed by the board of
directors of the Corporation and that such resolution is in full force and
effect, unamended, as of the date hereof.

         DATED 15th day of April, 1997.


                                           /s/   George L. Ploder
                                           ------------------------------------
                                           George L. Ploder
<PAGE>

                                   SCHEDULE B

                              1045434 ONTARIO INC.

                               "AMALGAMATION WITH
               BRACKNELL CORPORATION AND T3LPCO-6 INVESTMENT INC.

         WHEREAS subsection 177(l) of the Business Corporations Act (Ontario)
(the Act"), permits a holding corporation and one or more of its wholly-owned
subsidiary corporations to amalgamate and continue as one corporation without
complying with sections 175 and 176 of the Act;

         AND WHEREAS each of 1045434 Ontario Inc. (the "Corporation") and
T3LPCO-6 Investment Inc. ("Sisterco") is a wholly-owned subsidiary of Bracknell
Corporation ("Parentco");

         AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation, Sisterco and Parentco amalgamate and continue
as one corporation pursuant to subsection 177(l) of the Act;

NOW THEREFORE BE IT RESOLVED THAT

1. the amalgamation (the "Amalgamation") of the Corporation, Sisterco and
Parentco, pursuant to the provisions of subsection 177(l) of the Act, be and the
same is hereby approved;

2. upon the Amalgamation becoming effective, all the shares (whether issued or
unissued) of the Corporation shall be cancelled without any repayment of capital
in respect thereof;

3. except as may be prescribed, the articles of amalgamation of the corporation
(the "Amalgamated Corporation") continuing from the Amalgamation shall be the
same as the articles of Parentco;

4. upon the Amalgamation becoming effective, the by-laws of Parentco as in
effect immediately prior to the Amalgamation shall be the by-laws of the
Amalgamated Corporation;

5. no securities shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the Amalgamation; and
<PAGE>

6. any one director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute,
whether under the corporate seal of the Corporation or otherwise, and deliver
all such agreements, instruments, certificates and other documents and to do all
such other acts and things as in his opinion may be necessary or advisable in
connection with the Amalgamation, including the execution and delivery to the
Director appointed under the Act of articles of amalgamation in the prescribed
form in respect of the Amalgamation, the execution of any such document or the
doing of any such other act or thing being conclusive evidence of such
determination."

                             ----------------------


         The undersigned director and Chief Executive Officer of 1045434 ONTARIO
INC. (the "Corporation") hereby certifies that the foregoing is a true and
complete copy of a resolution duly passed by the board of directors of the
Corporation and that such resolution is in full force and effect, unamended, as
of the date hereof.

         DATED the 15th of April, 1997.


                                           /s/   George L. Ploder
                                           ------------------------------------
                                           George L. Ploder
<PAGE>

For Ministry Use Only                                 Ontario Corporation Number

                                                               1233239
                                                               -------
[LOGO] Ontario
       Ministry of
       Consumer and
       Commercial Relations
CERTIFICATE
This is to certify that these
articles are effective on

SEPTEMBER 29, 1999
------------------

/s/ illegible
Director
Business Corporations Act


                             ARTICLES OF AMENDMENT
   Form 3
  Business
Corporations
    Act


1.  The name of the corporation is:

                             BRACKNELL CORPORATION
--------------------------------------------------------------------------------


2. The name of the corporation is changed to (if applicable):

--------------------------------------------------------------------------------


3.   Date of incorporation/amalgamation:

                                  1997 04 15
--------------------------------------------------------------------------------
                              (Year, Month, Day)

4.   The articles of the corporation are amended as follows:

     1.   The creation of an unlimited number of 9.5% Convertible Preferred
          Shares, Series A (the "Series A Preferred Shares") is hereby
          authorized and approved.

     2.   In addition to the rights, privileges, restrictions and conditions
          attaching to the Preferred Shares as a class, the Series A Preferred
          Shares shall have attached thereto the respective rights, privileges,
          restrictions and conditions set out in the attached pages 1A to 1M.
<PAGE>

                                                                              1A


                            NUMBER AND DESIGNATION OF
                      AND RIGHTS, PRIVILEGES, RESTRICTIONS
                        AND CONDITIONS ATTACHING TO THE
                           SERIES A PREFERRED SHARES

     The first series of Preferred Shares of the Corporation shall consist of an
unlimited number of Preferred Shares which shall be designated as 9.5%
Convertible Preferred Shares Series A (hereinafter referred to as the "Series A
Preferred Shares") and which, in addition to the rights, privileges,
restrictions and conditions attached to the Preferred Shares as a class, shall
have attached thereto the following rights, privileges, restrictions and
conditions:

1.   DIVIDENDS

1.1  Payment of Dividends

     In the event that the Corporation has not received Shareholder Approval by
March 31, 2000 and then only from such date forward, the holders of the Series A
Preferred Shares shall be entitled to receive, and the Corporation shall pay
thereon, as and when declared by the board of directors of the Corporation,
subject to the insolvency provisions of applicable law, a fixed cumulative
preferential cash dividend of US $0.40375 per share per annum payable in lawful
money of the United States in equal quarterly amounts on the last day of each
fiscal quarter of the Corporation in each year (the "Dividend Payment Dates").
Dividends on Series A Preferred Shares shall be cumulative, whether or not
declared, on a daily basis from and including the date of issue thereof and
shall accrue quarterly in arrears.

     For any period which is less than a full month with respect to any Series A
Preferred Share:

     (i)  which is issued, redeemed or purchased during such fiscal quarter; or

     (ii) in respect of which assets of the Corporation are distributed to the
          holders thereof pursuant to Article 7 during such fiscal quarter;
<PAGE>

                                                                              1B


dividends shall be deemed to accrue on a daily basis and shall be equal to the
amount calculated by multiplying US $0.40375 by a fraction of which the
numerator is the number of days in such period (including the day at the
beginning of such period and excluding the day at the end of such period) and
the denominator is the number of days in such fiscal quarter (including the day
at the beginning thereof and excluding the Dividend Payment Date at the end
thereof).

1.2. Method of Payment

     Cheques payable in lawful money of the United States at any branch of the
Corporation's bankers shall be issued in respect of the dividends on the Series
A Preferred Shares (less any tax required to be withheld by the Corporation
including withholding taxes), provided that the Corporation and any particular
holder of Series A Preferred Shares may agree on some other means for payment of
dividends to such holder. Dividends on the Series A Preferred Shares shall be
paid as hereinafter provided to the holders of Series A Preferred Shares
appearing on the Corporation's register of such holders at the close of business
on such day as may be determined in advance from time to time by the directors
of the Corporation or, if no such date is so determined, at the close of
business on the date on which the directors pass the resolution relating to the
payment of such dividend. The mailing from the Corporation's registered office
by prepaid first class mail, on or before any Dividend Payment Date of such a
cheque to a holder of Series A Preferred Shares, or in the case of joint holders
to the joint holder whose name appears first on the Corporation's register of
holders of Series A Preferred Shares, shall be deemed to be payment of the
dividends represented thereby and payable on such Dividend Payment Date unless
the cheque is not paid upon presentation. Dividends which 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
they were declared to be payable shall be forfeited to the Corporation.

1.3  Cumulative Payment of Dividends

     If, by reason of insolvency provisions of applicable law or for any other
reason, on any Dividend Payment Date the dividends accrued to such date are not
paid in full on all of the Series A Preferred Shares then outstanding, such
dividends, or the unpaid part thereof, shall be
<PAGE>

                                                                              1C


paid on a subsequent date or dates determined by the board of directors of the
Corporation. The holders of the Series A Preferred Shares shall not be entitled
to any dividends other than or in excess of the fixed cumulative preferential
cash dividends herein provided for.


2.   REDEMPTION

2.1  Optional Redemption

     The Series A Preferred Shares shall not be redeemable at the option of the
Corporation prior to September 30, 2004. On or after September 30, 2004, but
subject to the provisions of this Article 2 and Article 4 and to the rights,
privileges, restrictions and conditions attaching to any shares of the
Corporation ranking prior to the Series A Preferred Shares, the Corporation may
redeem at any time all, or from time to time any part, of the then outstanding
Series A Preferred Shares on payment for each share to be redeemed of US $4.25
together with an amount equal to all dividends accrued and unpaid thereon up to
the redemption date (less any tax required to be withheld by the Corporation
including applicable withholding taxes) (the whole constituting and being herein
referred to as the "Redemption Price").

2.2  Partial Redemption

     In case a part only of the Series A Preferred Shares is to be redeemed at
any time, the shares to be redeemed shall be selected by lot or some other
random selection method as the board of directors of the Corporation in its sole
discretion determines or in such other manner as the board of directors of the
Corporation in its sole discretion determines to be equitable. If a part only of
the Series A Preferred 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.

2.3  Method of Redemption

     In any case of redemption of Series A Preferred Shares, the Corporation
shall, at least 10 days before the date specified for redemption, send by
prepaid first class mail or deliver to each person who at the date of mailing or
delivery is a holder of Series A Preferred Shares to be
<PAGE>

                                                                              1D


redeemed a notice in writing of the intention of the Corporation to redeem such
Series A Preferred Shares. Such notice shall be mailed or delivered to each
holder of Series A Preferred Shares to be redeemed at the last address of such
holder as it appears on the securities register of the Corporation, or in the
event of the address of any such holder not so appearing, then to the last
address of such holder known to the Corporation. Accidental failure or omission
to give such notice to one or more holders shall not affect the validity of such
redemption, but if such failure or omission is discovered notice as aforesaid
shall be given forthwith to such holder or holders and shall have the same force
and effect as if given in due time. Such notice shall set out the number of
Series A Preferred 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 at which holders of Series A Preferred Shares may present and
surrender the certificate or certificates representing such shares for
redemption.

     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 holders of the Series A
Preferred Shares to be redeemed the Redemption Price of such shares on
presentation and surrender, at the registered office of the Corporation or any
other place or places specified in the notice of redemption, of the certificate
or certificates representing the Series A Preferred Shares called for
redemption. Payment in respect of Series A Preferred Shares being redeemed shall
be made by cheque payable to the respective holders thereof in lawful money of
the United States at any branch of the Corporation's bankers.

     The Corporation shall have the right, at any time after the mailing or
delivery of notice of its intention to redeem Series A Preferred Shares, to
deposit the Redemption Price of the Series A Preferred Shares so called for
redemption, or of such of the Series A Preferred 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, in a separate account in
any chartered bank or trust company named in the redemption notice or in a
subsequent notice in writing to the holders of the Series A Preferred Shares in
respect of which the deposit is made, to be paid without interest to or to the
order of the respective holders of the Series A Preferred Shares called for
redemption upon presentation and surrender to such bank or trust company of the
certificates representing such shares. Upon such deposit being made or upon the
date
<PAGE>

                                                                              1E


specified for redemption in such notice, whichever is the later, the Series A
Preferred Shares in respect of which such deposit shall have been made shall be
deemed to be redeemed and the rights of the holders thereof shall be limited to
receiving, without interest, the Redemption Price of their respective Series A
Preferred Shares being redeemed upon presentation and surrender of the
certificate or certificates representing such shares. Any interest allowed on
any such deposit shall belong to the Corporation.

     From and after the date specified for redemption in any notice of
redemption, the Series A Preferred Shares called for redemption shall cease to
be entitled to dividends or any other participation in any distribution of 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 representing such shares in accordance with the
foregoing provisions, in which case the rights of the holders shall remain
unaffected. Redemption moneys which 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 separate account as provided
for above) for a period of six years from the date specified for redemption
shall be forfeited to the Corporation.

3.   PURCHASE FOR CANCELLATION

3.1. Optional Purchase

     Subject to the provisions of Article 4 and to the rights, privileges,
restrictions and conditions attaching to any shares of the Corporation ranking
prior to the Series A Preferred Shares, the Corporation may purchase for
cancellation at any time all or from time to time any part of the outstanding
Series A Preferred Shares by private contract or by invitation for tenders
addressed to all the holders of Series A Preferred Shares then outstanding at
the lowest price or prices at which, in the opinion of the board of directors of
the Corporation, such shares are then obtainable. If, in response to an
invitation for tenders under the provisions of this section 3.1, more Series A
Preferred Shares are tendered at a price or prices acceptable to the Corporation
than the Corporation is prepared to purchase, then the Series A Preferred Shares
to be purchased
<PAGE>

                                                                              1F


by the Corporation shall be purchased as nearly as may be pro rata according to
the number of shares tendered by each holder who submits a tender to the
Corporation, provided that 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.

4.   RESTRICTIONS ON DIVIDENDS AND RETIREMENT OF SHARES

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


     4.1.1. declare, pay or set apart for payment any dividends on any junior
     shares (other than dividends payable in shares of the Corporation ranking
     as to capital and dividends junior to the Series A Preferred Shares);

     4.1.2. call for redemption, redeem, purchase or otherwise pay off or retire
     for value, or make any capital distributions in respect of, any junior
     shares;

     4.1.3. call for redemption, redeem, purchase or otherwise pay off or retire
     for value, or make any capital distribution in respect of, less than all of
     the Series A Preferred Shares;

     4.1.4. call for redemption, redeem, purchase or otherwise pay off or retire
     for value, or make any capital distribution in respect of, any shares
     ranking as to capital or dividends on a parity with the Series A Preferred
     Shares; or

     4.1.5. issue any shares ranking as to capital or dividends prior to or on a
     parity with the Series A Preferred Shares;

unless, in each such case, (i) all dividends on the Series A Preferred Shares
then outstanding and on all other shares of the Corporation ranking as to
dividends prior to or on a parity with the Series A Preferred Shares which have
accrued up to and including the dividends payable on the
<PAGE>

                                                                              1G

immediately preceding respective date or dates for the payment of dividends
thereon shall have been declared and paid or set apart for payment, and (ii) the
Corporation is not otherwise in default under the rights, privileges,
restrictions and conditions attached to the Series A Preferred Shares or any
other shares of the Corporation ranking as to dividends or as to capital prior
to or on a parity with the Series A Preferred Shares.

5.   VOTING RIGHTS

5.1. Except as required by law, the holders of the Series A Preferred Shares
as a series shall not be entitled as such to receive notice of, to attend or to
vote at any meeting of the shareholders of the Corporation.

6.   CONVERSION

6.1. Right of Conversion

     On the date on which the Corporation obtains Shareholder Approval (the
"Conversion Date"), all Series A Preferred Shares then outstanding shall be
automatically converted into Common Shares at the rate of one Common Share for
each Series A Preferred Share (subject to adjustment as provided for below).
Notice of the conversion of Series A Preferred Shares shall be given promptly
after the Conversion Date to each holder of Series A Shares to be converted.
Such notice shall set out (i) the Conversion Date; (ii) the number of Series A
Preferred Shares so held which are to be converted; and (iii) the advice that
such Common Shares will be registered in the name of the registered holder of
the Series A Preferred Shares to be converted. On and after the Conversion Date
the Corporation shall deliver or cause to be delivered the Common Shares due on
conversion on presentation and delivery at the registered office of the
Corporation or such other place or places designated in the notice representing
the Series A Preferred Shares. Series A Preferred Shares so converted shall be
converted effective on the Conversion Date. From and after the Conversion Date,
the holders of Series A Preferred Shares so converted who have not presented and
delivered the certificate or certificates representing such shares as herein
required shall cease to be entitled to dividends on such Series A Preferred
Shares or to exercise any of the rights of holders of Series A Preferred
<PAGE>

                                                                              1H

Shares in respect to such shares except the right to receive therefor the Common
Shares as referred to above.

6.2. Events Requiring Adjustments of Conversion Rights

If at any time so long as and Series A Preferred Shares are outstanding, there
shall occur:

     (a)  a reclassification of the Common Shares outstanding at any time or a
          change of the Common Shares into other shares or securities or a
          subdivision or consolidation of the Common Shares into a greater or
          lesser number of shares (by way of share split, share dividend or
          otherwise), or any other capital reorganization;

     (b)  a consolidation, amalgamation or merger of the Corporation with or
          into any other person;

     (c)  a transfer of the undertaking or assets of the Corporation as an
          entity or substantially as an entirety or another corporation or other
          entity; or

     (d)  an issue or distribution to the holders of all or substantially all of
          the Corporation's outstanding Common Shares of securities of the
          Corporation, including rights, options or warrants to acquire Common
          Shares or securities convertible into or exchangeable for Common
          Shares, or any property or assets, excluding cash dividends or other
          distributions made in the ordinary course by the Corporation and
          securities issued pursuant to a stock option or stock purchase plan of
          the Corporation,

any of such events being called a "Capital Reorganization", the number and kind
of securities issuable on conversion of a Series A Preferred Share, shall be
adjusted such that the holder of a Series A Preferred Share after the effective
date or record date, as the case may be, of such Capital Reorganization shall be
entitled to receive the kind and amount of Common Shares or other securities or
property of the Corporation or any successor or transferee corporation or entity
which such holder would have been entitled to receive as a result of such
Capital
<PAGE>

                                                                              1I


Reorganization if, on the effective date thereof or the record date, as the case
may be, such holder had been the registered holder of the number of Common
Shares that such holder was theretofore entitled to upon such conversion. If
determined appropriate by the Corporation, acting reasonably, appropriate
adjustments shall be made as a result of any such Capital Reorganization in the
application of the provisions set forth hereinafter in this Section 6.2 with
respect to the rights and interests thereafter of the holder of Series A
Preferred Shares with the result that the provisions set forth hereinafter in
this Section 6.2 shall thereafter correspondingly be made applicable as nearly
as may reasonably be possible in relation to any shares, other securities or
other property thereafter deliverable upon the conversion of the Series A
Preferred Share.

6.3. Adjustment Rules

     (a)  The adjustments provided for in the Section 6 are cumulative and shall
          apply (without duplication) to successive Capital Reorganizations or
          other events resulting in any adjustment under the provisions of this
          Section 6.

     (b)  No adjustment shall be required unless such adjustment would result in
          a change of at least 1% in the prevailing number of Common Shares that
          may be purchased upon the conversion of a Series A Preferred Shares;
          provided, however, that any adjustments which, except for the
          provisions of this subsection would otherwise have been required to be
          made, will be carried forward and taken into account in any subsequent
          adjustment.

     (c)  No adjustment shall be made in respect of any event described in
          subsection 6.2 if the holder of a Series A Preferred Share is entitled
          to participate in such event on the same terms mutatis mutandis as if
          such holder had converted the Series A Preferred Share prior to or on
          the effective date or record date, as the case may be, of such event.

     (d)  If the Corporation shall take any action affecting the Common Shares
          other than an action described in this Section 6, which in the
          opinion of the Corporation or of a holder of a Series A Preferred
          Share, both acting reasonably, would materially
<PAGE>

                                                                              1J


          affect the rights of the holder thereof, the number and kind of
          securities issuable on the conversion of a Series A Preferred Share
          shall be adjusted in such manner and at such time, as is equitable in
          the circumstances.

     (e)  If any question shall arise with respect to the adjustments provided
          in this Section 6, such question shall, absent manifest error, be
          conclusively determined, at the expense of the Corporation, by an
          independent firm of chartered accountants appointed by the
          Corporation, acting reasonably; such chartered accountants shall have
          access to all necessary records of the Corporation and such
          determination shall be binding upon the Corporation and the holder of
          a Series A Preferred Share, absent manifest error. In the event that
          any such determination is made, the Corporation shall deliver a
          certificate to the holders of Series A Preferred Shares describing
          such determination.

     (f)  If the Corporation shall set a record date to determine the holders of
          the Common Shares for the purpose of entitling them to receive any
          issue or distribution or for the issue of any rights, options or
          warrants and shall thereafter and before such distribution or issue to
          such shareholders legally abandon its plan to make such distribution
          or issue, then no adjustment shall be required by reason of the
          setting of such record date.

7.   LIQUIDATION, DISSOLUTION OR WINDING-UP

7.1. In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the purpose
of winding up its affairs, the holders of the Series A Preferred Shares shall be
entitled to receive from the assets of the Corporation a sum equal to US $4.25
for each Series A Preferred Share held by them respectively, plus an amount
equal to all dividends accrued and unpaid thereon up to the date of payment
(less any tax required to be withheld by the Corporation including applicable
withholding taxes), the whole before any amount shall be paid by the Corporation
or any assets of the Corporation shall be distributed to holders of shares of
any class of the Corporation ranking as to capital junior to the Series A
<PAGE>

                                                                              1K


Preferred Shares. After payment to the holders of the Series A Preferred Shares
of the amounts so payable to them, they shall not be entitled to share in any
further distribution of the assets of the Corporation.

8.   INTERPRETATION

8.1. In the event that any date on which any dividend on the Series A Preferred
Shares is payable by the Corporation, or on or by which any other action is
required to be taken by the Corporation or holders of Series A Preferred Shares
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 date
that is a Business Day.

8.2. For the purpose of these share provisions:

     8.2.1. "Business Day" means a day other than Saturday, Sunday or any other
     day that is treated as a statutory holiday in the jurisdiction in which the
     Corporation's registered office is located;

     8.2.2. "Common Shares" means the Common Shares of the Corporation as such
     are constituted on the effective date of the Article of Amendment of the
     Corporation creating the Series A Preferred Shares and shares of any other
     class resulting from the reclassification or other change of Common Shares;

     8.2.3 "junior share" means a share of the Corporation ranking junior to the
     Series A Preferred Shares with respect to the payment of dividends or the
     distribution of assets in the event of the liquidation, dissolution or
     winding-up of the Corporation, whether voluntary or involuntary, or in the
     event of any other distribution of assets of the Corporation among its
     shareholders for the purpose of winding up its affairs;

     8.2.4. "ranking as to capital" means ranking with respect to the
     distribution of assets in the event of a liquidation, dissolution or
     winding-up of the Corporation, whether voluntary or involuntary, or in the
     event of any other
<PAGE>

                                                                              1L


     distribution of assets of the Corporation among its shareholders for the
     purpose of winding up its affairs; and

     8.2.5 "Shareholder Approval" means the approval by the shareholders of the
     Corporation to the issuance of Common Shares of the Corporation pursuant to
     the terms of section 6 hereof as required pursuant to the rules and
     regulations of The Toronto Stock Exchange.

9.   AMENDMENT

9.1. The rights, privileges, restrictions and conditions attached to the Series
A Preferred Shares may be added to, changed or removed by Articles of Amendment,
but only with the approval of the holders of the Series A Preferred Shares given
as hereinafter specified in addition to any vote or authorization required by
law.

10.   APPROVAL OF HOLDERS OF THE SERIES A PREFERRED SHARES

10.1. The approval of the holders of the Series A Preferred Shares to add to,
change or remove any right, privilege, restriction or condition attaching to the
Series A Preferred Shares as a series or in respect of any other matter
requiring the consent of the holders of the Series A Preferred Shares may be
given in such manner as may then be required by law, subject to a minimum
requirement that such approval be given by resolution signed by all holders of
the Series A Preferred Shares or passed by the affirmative vote of at least 2/3
of the votes cast at a meeting of the holders of the Series A Preferred Shares
duly called for that purpose.

     The formalities to be observed with respect to the giving of notice of any
such meeting or any adjourned meeting, the quorum required therefor and the
conduct thereof shall be those from time to time prescribed by the by-laws of
the Corporation with respect to meetings of shareholders, or if not so
prescribed, as required by the Business Corporations Act as in force at the time
of the meeting or as otherwise required by law. On every poll taken at every
meeting of holders of Series A Preferred Shares as a series, each holder of
Series A Preferred Shares entitled to vote thereat shall have one vote in
respect of each Series A Preferred Share held.
<PAGE>

                                                                              1M


11.  NO IMPAIRMENT

     The Corporation will not, by amendment of its articles of incorporation,
bylaws or other organizational documents, or through any reorganizations,
reclassification, recapitalization, liquidation, dissolution, winding up, issue
or sale of securities or any other voluntary action by the Corporation, avoid or
seek to avoid the observance or performance of any of the terms of the Series A
Preferred Shares, but will at all times in good faith assist in carrying out the
terms of the Series A Preferred Shares, and in the taking of all such action as
may be necessary or appropriate in order to protect the conversion and other
rights of the holders of the Series A Preferred Shares.
<PAGE>

5.   The amendment has been duly authorized as required by Sections 158 & 170
     (as applicable) of the Business Corporations Act.

6.   The resolution authorizing the amendment was approved by the
     shareholders/directors (as applicable) of the corporation on

                             1999 SEPTEMBER 29
--------------------------------------------------------------------------------
                             (Year, Month, Day)


* These articles are signed in duplicate.




                                      BRACKNELL CORPORATION
                   -------------------------------------------------------------
                                       (Name of Corporation)

               By: /s/ John Naccarato
                   -------------------------------------------------------------
                      (Signature)                       (Description of Office)
                   John Naccarato - Secretary
<PAGE>

For ministry use only
A l'usage exclusif du ministere                 Ministere de
[LOGO] Ministry of Consumer and                 la Consommation
        Commercial Relations                    et du Commerce
CERTIFICATE                                     CERTIFICAT
This is to certify that these articles          Ceci certifie que les presents
are effective on                                statuts entrant en vigueur le

                                JANUARY 1 JANVIER, 2001
                                    /s/ [ILLEGIBLE]
                                   Director/Directeur
                    Business Corporations Act/Loi sur les compagnies

                           Ontario Corporation Number
                         Numero de la societe en Ontario
                                     1233239

                                     Form 3
                            Business Corporations Act

                                    Formule 3
                              Loi sur les societes
                                   par actions


                              ARTICLES OF AMENDMENT
                             STATUTS DE MODIFICATION

<TABLE>
<S>                                                                   <C>

1.   The name of the amalgamated corporation is:                      Denomination sociale de la societe:

                                                       BRACKNELL CORPORATION

2.   The name of the corporation is changed to (if applicable):       Nouvelle denomination sociale de la societe (s'il y a
                                                                      lieu):

------------------------------------------------------------------------------------------------------------------------------------


3.   Date of incorporation/amalgamation:                              Date de la constitution ou de la fusion:

                                                           1997 April 15
------------------------------------------------------------------------------------------------------------------------------------
                                                         (Year, Month, Day)
                                                        (annee, mois, jour)

4.   The articles of the corporation are amended as follows:          Les statuts de la societe sont modifies de la facon
                                                                      suivante:
         See pages 1A to 1S
</TABLE>
<PAGE>

                            NUMBER AND DESIGNATION OF
                      AND RIGHTS, PRIVILEGES, RESTRICTIONS
                         AND CONDITIONS ATTACHING TO THE
                            SERIES C PREFERRED SHARES

         The third series of Preferred Shares of the Corporation shall consist
of 8,000 Preferred Shares which shall be designated as Redeemable Convertible
Preferred Shares Series C (hereinafter referred to as the "Series C Preferred
Shares") and which, in addition to the rights, privileges, restrictions and
conditions attached to the Preferred Shares as a class, shall have attached
thereto the following rights, privileges, restrictions and conditions:

         1.       DIVIDENDS

                  1.1.     Payment of Dividends

                  In the event that the Corporation has not redeemed the Series
         C Preferred Shares by January 5, 2007, and then only from that date
         forward, the holders of the Series C Preferred Shares shall be entitled
         to receive, and the Corporation shall pay thereon, as and when declared
         by the board of directors of the Corporation, subject to the insolvency
         provisions of applicable law, a fixed cumulative preferential dividend
         at the rate of US $500.00 per share per annum, payable in additional
         Series C Preferred Shares, valued at US $5,000.00 per share, or in
         lawful money of the United States, at the option of the Corporation, in
         equal quarterly amounts on the last day of each fiscal quarter of the
         Corporation in each year (the "Dividend Payment Dates"). Dividends on
         Series C Preferred Shares shall be cumulative, whether or not declared,
         on a daily basis from and including January 5, 2007 and shall accrue
         quarterly in arrears.

                  For any period which is less than a full month with respect to
         any of the Series C Preferred Shares:

                  (i)      which is issued, redeemed or purchased during such
                           fiscal quarter, or

                  (ii)     in respect of which assets of the Corporation are
                           distributed to the holders thereof pursuant to
                           Article 8 during such fiscal quarter,

         dividends shall be deemed to accrue on a daily basis and shall be equal
         to the amount calculated by multiplying US $125.00 by a fraction of
         which the numerator is the number of days in such
<PAGE>

         period (including the day at the beginning of such period and excluding
         the day at the end of such period) and the denominator is the number of
         days in such fiscal quarter (including the day at the beginning thereof
         and excluding the Dividend Payment Date at the end thereof).

                  1.2.     Method of Payment

                  Share certificates representing the Series C Preferred Shares
         or cheques payable in lawful money of the United States at any branch
         of the Corporation's bankers, shall be issued in respect of the
         dividends on the Series C Preferred Shares (less any tax required to be
         withheld by the Corporation including withholding taxes), provided that
         the Corporation and any particular holder of Series C Preferred Shares
         may agree on some other means for payment of dividends to such holder.
         Dividends on the Series C Preferred Shares shall be paid as hereinafter
         provided to the holders of Series C Preferred Shares appearing on the
         Corporation's register of such holders at the close of business on such
         day as may be determined in advance from time to time by the directors
         of the Corporation or if no such date is so determined, at the close of
         business on the date on which the directors pass the resolution
         relating to the payment of such dividend. The mailing from the
         Corporation's registered office by prepaid first class mail, on or
         before any Dividend Payment Date of such share certificates or cheque
         to a holder of Series C Preferred Shares, or in the case of joint
         holders to the joint holder whose name appears first on the
         Corporation's register of holders of Series C Preferred Shares, shall
         be deemed to be payment of the dividends represented thereby and
         payable on such Dividend Payment Date unless, in the case of payment by
         cheque, the cheque is not paid upon presentation. Dividends that are
         represented by a cheque that has not been presented to the
         Corporation's bankers for payment or dividends that otherwise remain
         unclaimed for a period of six years from the date on which they were
         declared to be payable shall be forfeited to the Corporation.

                  1.3.     Cumulative Payment of Dividends

                  If by reason of insolvency provisions of applicable law or for
         any other reason, on any Dividend Payment Date the dividends accrued to
         such date are not paid in full on all of the Series C Preferred Shares
         then outstanding, such dividends, or the unpaid part thereof, shall be
         paid on a subsequent date or dates determined by the board of directors
         of the Corporation. The

                                       2
<PAGE>

         holders of the Series C Preferred Shares shall not be entitled to any
         dividends other than or in excess of the fixed cumulative preferential
         dividends provided for herein.

         2.       REDEMPTION

                  2.1.     Optional Redemption by the Corporation

                  Subject to the provisions of this Article 2 and Article 5 and
         to the rights, privileges, restrictions and conditions attaching to any
         shares of the Corporation ranking prior to the Series C Preferred
         Shares, and except in connection with a Liquidation as defined in
         Article 8, the Corporation may redeem at any time all or from time to
         time any part of the then outstanding Series C Preferred Shares on
         payment for each share to be redeemed of US $5,000.00, together with an
         amount equal to all dividends, if any, accrued and unpaid thereon up to
         the redemption date (less any tax required to be withheld by the
         Corporation including applicable withholding taxes) (the whole
         constituting and being herein referred to as the "Redemption Price").

                  2.2.     Mandatory Redemption by the Corporation

                  Subject to the provisions of this Article 2 and Article 5 and
         to the rights, privileges, restrictions and conditions attaching to any
         shares of the Corporation ranking prior to the Series C Preferred
         Shares, the Corporation shall redeem all of the then issued and
         outstanding Series C Preferred Shares on January 5, 2007. If the
         Corporation shall not redeem all of the then issued and outstanding
         Series C Preferred Shares on or before January 5, 2007, the Corporation
         shall use its best efforts to redeem the Series C Preferred Shares
         hereunder at the earliest possible date thereafter, subject to the
         reasonable approval of the Corporation's lenders.

                  2.3.     Partial Redemption by the Corporation

                  In case only a part of the Series C Preferred Shares is to be
         redeemed at any time, the shares to be redeemed shall be selected by
         lot or some other random selection method as the board of directors of
         the Corporation in its sole discretion determines or in such other
         manner as the board of directors of the Corporation in its sole
         discretion determines to equitable. If a part only of the Series C
         Preferred Shares represented by any certificate shall be redeemed, a
         new

                                       3
<PAGE>

         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.

                  2.4.     Method of Redemption

                  In any case of redemption of Series C Preferred Shares, the
         Corporation shall, at least 10 Business Days before the date specified
         for redemption send by prepaid first class mail or deliver to each
         person who at the date of mailing or delivery is a holder of Series C
         Preferred Shares to be redeemed, a notice in writing of the intention
         of the Corporation to redeem such Series C Preferred Shares. Such
         notice shall be mailed or delivered to each holder of Series C
         Preferred Shares to be redeemed at the last address of such holder as
         it appears on the securities register of the Corporation, or in the
         event of the address of any such holder not so appearing, then to the
         last address of such holder known to the Corporation. Accidental
         failure or omission to give such notice to one or more holders shall
         not affect the validity of such redemption, but if such failure or
         omission is discovered, notice as aforesaid shall be given forthwith to
         such holder or holders and shall have the same force and effect as if
         given in due time. Such notice shall set out the number of Series C
         Preferred 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 at which holders of Series C Preferred Shares
         may present and surrender the certificate or certificates representing
         such shares for redemption.

                  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
         holders of Series C Preferred Shares to be redeemed the Redemption
         Price of such shares on presentation and surrender, at the registered
         office of the Corporation or any other place or places specified in the
         notice of redemption, of the certificate or certificates representing
         the Series C Preferred Shares called for redemption. Payment in respect
         of Series C Preferred Shares to be redeemed shall be made by cheque
         payable to the respective holder thereof in lawful money of the United
         States at any branch of the Corporation's bankers.

                  The Corporation shall have the right at any time after the
         mailing or delivery of notice of its intention to redeem Series C
         Preferred Shares to deposit the Redemption Price of the Series C
         Preferred Shares so called for redemption or of such of the Series C
         Preferred Shares

                                       4
<PAGE>

         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 in a separate account in any chartered bank or trust
         company named in the redemption notice or in a subsequent notice in
         writing to the holders of the Series C Preferred Shares in respect of
         which the deposit is made to be paid without interest to or to the
         order of the respective holders of the Series C Preferred Shares called
         for redemption upon presentation and surrender to such bank or trust
         company of the certificates representing such shares. Upon such deposit
         being made or upon the date specified for redemption in such notice,
         whichever is the later, the Series C Preferred Shares in respect of
         which such deposit shall have been made shall be deemed to be redeemed
         and the rights of the holders thereof shall be limited to receiving,
         without interest, the Redemption Price of their respective Series C
         Preferred Shares being redeemed upon presentation and surrender of the
         certificate or certificates representing such shares. Any interest
         allowed on any such deposit shall belong to the Corporation.

                  From and after the date specified for redemption in any notice
         of redemption, the Series C Preferred Shares called for redemption
         shall cease to be entitled to dividends or any other participation in
         any distribution of 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
         representing such shares in accordance with the foregoing provisions,
         in which case the rights of the holders shall remain unaffected.
         Redemption moneys that are represented by a cheque that has not been
         presented to the Corporation's bankers for payment or that otherwise
         remain unclaimed (including money held on deposit in a separate account
         as provided for above) for a period of six years from the date
         specified for redemption shall be forfeited to the Corporation.

         3.       RETRACTION PRIVILEGE

                  3.1.     Right to Require Retraction

                  At the election of the holders of at least 51% of the Series C
         Preferred Shares, on or after the date on which the Corporation
         receives proceeds (other than proceeds from any senior secured credit
         facility) from a public debt or equity financing or a series of such

                                       5
<PAGE>

         financings implemented after the date of first issue of the Series C
         Preferred Shares (each a "Financing", and collectively, the
         "Financings") that are in excess of the amount that is sufficient to
         pay all other indebtedness that the Corporation is obligated to pay
         from such proceeds, the Corporation shall retract, but only up to the
         amount of such excess proceeds, all or a part of the Series C Preferred
         Shares tendered to the Corporation for retraction. The obligation to
         retract the Series C Preferred Shares hereunder shall be subject to the
         reasonable approval of the Corporation's lenders and the ability of the
         Corporation to effect a Financing which has the retraction of the
         Series C Preferred Shares as a purpose and use of proceeds. If the
         Corporation is advised by its financial advisors that market conditions
         are such that the Corporation will be able to complete a Financing only
         if retraction of the Series C Preferred Shares is not a purpose or use
         of proceeds of the Financing, the Corporation may nevertheless complete
         such Financing without being obligated to retract Series C Preferred
         Shares hereunder and may use the proceeds of such Financing as provided
         for the Financing.

                  3.2.     Retraction Procedure

                  The Corporation shall, at least 10 Business Days after the
         closing of a Financing from which proceeds are available for retraction
         of Series C Preferred Shares, send by prepaid first class mail or
         deliver to each person who at the date of mailing or delivery is a
         holder of Series C Preferred Shares, a notice in writing informing the
         holder of the holder's right to require that the Corporation retract
         the holder's Series C Preferred Shares (the "Retraction Notice"). The
         Retraction Notice shall be mailed or delivered to each holder of Series
         C Preferred Shares at the last address of such holder as it appears on
         the securities register of the Corporation, or in the event of the
         address of any such holder not so appearing, then to the last address
         of such holder known to the Corporation. Accidental failure or omission
         to give the Retraction Notice to one or more holders shall not affect
         the validity of the Retraction Notice, but if such failure or omission
         is discovered, the Retraction Notice shall be given forthwith to such
         holder or holders and shall have the same force and effect as if given
         in due time. The Retraction Notice shall set out the number of Series C
         Preferred Shares held by the person to whom it is addressed which may
         be retracted, the date fixed for retraction (the "Retraction Date"),
         the price at which the Series C Preferred Shares shall be retracted,
         which shall be US $5,000.00 per share, together with an amount equal to
         all dividends, if any, accrued and unpaid thereon up to the Retraction
         Date (the

                                       6
<PAGE>

         whole constituting and being herein referred to as the "Retraction
         Price") and the place or places at which holders of Series C Preferred
         Shares may present and surrender the certificate or certificates
         representing such shares for retraction.

                  On and after the Retraction Date, the Corporation shall pay or
         cause to be paid to or to the order of the holders of Series C
         Preferred Shares who have submitted Series C Preferred Shares to be
         retracted by the Retraction Date, the Retraction Price of such shares
         on presentation and surrender, at the registered office of the
         Corporation or any other place or places specified in the Retraction
         Notice, of the certificate or certificates representing the Series C
         Preferred Shares called for retraction. Payment in respect of Series C
         Preferred Shares to be retracted shall be made by cheque payable to the
         respective holder thereof in lawful money of the United States at any
         branch of the Corporation's bankers.

                  Retraction moneys which are represented by a cheque which has
         not been presented to the Corporation's banker for payment or that
         otherwise remain unclaimed for a period of six years from the date
         specified for retraction shall be forfeited to the Corporation.

                  Subject to subsection 3.3 and Article 5, the Corporation shall
         retract all the Series C Preferred Shares eligible for retraction which
         are tendered pursuant to the above retraction right. If a holder of
         eligible Series C Preferred Shares wishes to tender for retraction
         pursuant to the above retraction right only a part of the Series C
         Preferred Shares represented by any certificate or certificates, the
         holder may deposit the certificate or certificates and at the same time
         advise the Corporation in writing as to the number of eligible Series C
         Preferred Shares with respect to which tender is being made, and the
         Corporation shall issue and deliver to such holder at the expense of
         the Corporation a new certificate representing the Series C Preferred
         Shares which are not being tendered.

                  3.3.     Retraction Subject to Applicable Law

                  If, as a result of insolvency provisions or other provisions
         of applicable law or the rights, privileges, restrictions and
         conditions attaching to any shares of the Corporation ranking prior to
         the Series C Preferred Shares, the Corporation is not permitted to
         retract all of the Series C Preferred Shares duly tendered pursuant to
         the above retraction right, the Corporation

                                       7
<PAGE>

         shall retract only the maximum number of Series C Preferred Shares
         (rounded to the next lower multiple of 1,000 shares) which the board of
         directors of the Corporation determines the Corporation is then
         permitted to retract. Such retraction shall be made pro rata,
         disregarding fractions of shares, from each holder of tendered Series C
         Preferred Shares according to the number of eligible Series C Preferred
         Shares tendered for retraction by each such holder and the Corporation
         shall issue and deliver to each such holder at the expense of the
         Corporation a new certificate representing the Series C Preferred
         Shares not retracted by the Corporation.

                  So long as the board of directors of the Corporation has acted
         in good faith in making any of the determinations referred to above as
         to the number of Series C Preferred Shares which the Corporation is
         permitted at any time to retract, neither the Corporation nor the
         directors shall have any liability in the event that any such
         determination proves to be inaccurate.

         4.       PUT PRIVILEGE

                  4.1.     Put Right

                  (i) Subject to the approval of the Corporation's lenders under
         their respective lending agreements, including approval of its senior
         bank lenders under the Corporation's senior credit agreements, at any
         time after July 5, 2001, or (ii) upon the closing of a consolidation,
         amalgamation or merger of the Corporation pursuant to which the holders
         of the Common Shares immediately prior to such closing hold less than
         50% of the common shares of the surviving corporation immediately
         following such closing, or (iii) upon the closing of a sale of all or
         substantially all the assets of the Corporation, the holders of the
         Series C Preferred Shares shall have a right, exercisable upon 60
         Business Days prior notice (the "Put Notice"), to require the
         Corporation to redeem up to 2,000 Series C Preferred Shares (the "Put
         Right").

                  4.2.     Put Retraction Procedure

                  Sixty-one Business Days after receiving the Put Notice, and
         subject to insolvency or other provisions of applicable law, the
         Corporation shall redeem the Series C Preferred Shares duly tendered at
         the price of US $5,000.00 per share, together with an amount equal to
         all dividends, if any, accrued and unpaid thereon up to the date of
         receipt of the Put Notice (the whole constituting and being herein
         referred to as the "Put Price"). Once the Corporation has

                                       8
<PAGE>

         redeemed the Series C Preferred Shares by payment of the Put Price to
         the holders of the Series C Preferred Shares, the Put Right shall have
         been exercised and shall no longer exist. In order to elect to have the
         Corporation redeem Series C Preferred Shares pursuant to the Put Right,
         the holders of Series C Preferred Shares must tender to the
         Corporation, with the Put Notice, at its registered office or at any
         place at which the Series C Preferred Shares may be transferred, the
         certificate or certificates representing the Series C Preferred Shares
         which the holders wish the Corporation to redeem. Such tender shall be
         irrevocable unless payment of the Put Price shall not be duly made by
         the Corporation to the holders 61 Business Days after it receives the
         Put Notice. In the event that payment of the Put Price is not made by
         the Corporation 61 Business Days after receiving the Put Notice, the
         Corporation shall forthwith thereafter return the holder's deposited
         share certificate or certificates to the holder.

         5.       RESTRICTIONS ON DIVIDENDS AND RETIREMENT OF SHARES

                  5.1. So long as any of the Series C Preferred Shares are
         outstanding, the Corporation shall not, without the approval of the
         holders of the Series C Preferred Shares given as hereinafter
         specified:

                           5.1.1. declare, pay or set apart for payment any
                  dividends on any junior shares (other than dividends payable
                  in shares of the Corporation ranking as to capital and
                  dividends junior to the Series C Preferred Shares);

                           5.1.2. call for redemption, redeem, purchase or
                  otherwise pay off or retire for value, or make any capital
                  distributions in respect of, any junior shares;

                           5.1.3. issue any shares ranking as to capital or
                  dividends on a parity with the Series C Preferred Shares; or

                           5.1.4. take any action which would impair the rights
                  and privileges of the Series C Preferred Shares;

         unless, in such case, (i) all dividends on the Series C Preferred
         Shares then outstanding and on all other shares of the Corporation
         ranking as to dividends prior to or on a parity with the Series C
         Preferred Shares which have accrued up to and including the dividends
         payable on the

                                       9
<PAGE>

         immediately preceding respective date or dates for the payment of
         dividends thereon shall have been declared and paid or set apart for
         payment, and (ii) the Corporation is not otherwise in default under the
         rights, privileges, restrictions and conditions attached to the Series
         C Preferred Shares or any other shares of the Corporation ranking as to
         dividends or as to capital prior to or on a parity with the Series C
         Preferred Shares.

                  5.2 So long as any of the Series C Preferred Shares are
         outstanding, the Corporation shall not, without the approval of the
         holders of the Series C Preferred Shares given as hereinafter
         specified, issue any shares ranking as to capital or dividends prior to
         the Series C Preferred Shares.

         6.       VOTING RIGHTS

                  6.1. Except as required by law and as set forth in subsection
         6.2, the holders of the Series C Preferred Shares as a series shall not
         be entitled as such to receive notice of, to attend or to vote at, any
         meeting of the shareholders of the Corporation.

                  6.2. If the Corporation has not redeemed the Series C
         Preferred Shares by January 5, 2007, the holders of the Series C
         Preferred Shares as a series shall be entitled to receive notice of, to
         attend and to vote at any meeting of the shareholders of the
         Corporation. In such event, each share of the Series C Preferred Shares
         shall be entitled to the number of votes that the Common Shares into
         which it is convertible would be entitled; provided, however, that the
         aggregate number of votes with respect to the Series C Preferred Shares
         shall be limited to such number as will not result in any holder
         (together with its Affiliates and Associates, as defined in Section
         7.1), Beneficially Owning (as defined in Section 7.1) Voting Shares (as
         defined in Section 7.1) having the power to vote in excess of 19.9% of
         the total Voting Shares.

         7.       CONVERSION

                  7.1.     Right of Conversion

                  At any time on or after January 5, 2002, each holder of Series
         C Preferred Shares shall have the right to convert each of its Series C
         Preferred Shares into that number of Common Shares as is determined by
         dividing US $5,000.00 by the Conversion Price then in effect; provided,
         however, that the holders may convert only such number of Series C
         Preferred Shares

                                       10
<PAGE>

         as will not result in any holder (together with its Affiliates and
         Associates) Beneficially Owning in excess of 19.9% of the outstanding
         Voting Shares of the Corporation on the date of conversion (the
         "Conversion Date"). The Conversion Price shall initially be $8.75,
         subject to adjustment as provided herein. The percentage of the
         outstanding Voting Shares Beneficially Owned by a holder (and its
         Affiliates and Associates) shall be and be deemed to be the product
         determined by the formula:

                  100 x    A
                         -----
                           B

                  where:

                  A =      the number of votes for the election of all
                           directors generally attaching to the outstanding
                           Voting Shares of the Corporation Beneficially Owned
                           by such holder (and its Affiliates and Associates);
                           and

                  B =      the number of votes for the election of all directors
                           generally attaching to all outstanding Voting Shares
                           of the Corporation.

                  For purposes of this Section 7.1 and Section 6.2, in
         determining the percentage of the outstanding Voting Shares of the
         Corporation with respect to which a person is or is deemed to be the
         Beneficial Owner, all unissued Voting Shares of the Corporation of
         which such person is deemed to be the Beneficial Owner shall be deemed
         to be outstanding. For purposes hereof, the Corporation's determination
         of a holder's (and its Affiliates' and Associates') percentage interest
         of Voting Shares and votes shall be conclusive, absent manifest error.
         If the Common Shares are not listed on either the New York Stock
         Exchange or the NASDAQ Stock Market on the Conversion Date, the
         Conversion Price shall be adjusted downwards, but not upwards, in the
         event that the exchange rate from US dollars to Canadian dollars
         increases (i.e., the number of Canadian dollars each US dollar can
         purchase increases) from January 5, 2001 to the Conversion Date. In
         such event, the Conversion Price shall be reduced to a Conversion Price
         determined by multiplying $8.75 by a fraction with the number of
         Canadian dollars for which one US dollar is exchangeable on the date
         hereof as numerator and the number of Canadian dollars for which one US
         dollar is exchangeable on the Conversion Date as the denominator. For
         example, if the exchange rate increases from $1.50 Canadian to $2.00
         Canadian, then the Conversion Price shall be determined as follows:
         US$8.75 x 1.50/2.00 = US$6.5625. Notice of the conversion of

                                       11
<PAGE>

         Series C Preferred Shares shall be given to the Corporation by each
         holder of Series C Preferred Shares. Such notice shall set out (i) the
         Conversion Date, (ii) the number of Series C Preferred Shares which are
         to be converted, and (iii) the advice that such Common Shares will be
         registered in the name of the holder of the Series C Preferred Shares
         to be converted and shall be accompanied by the certificates for Series
         C Preferred Shares to be converted. On and after the Conversion Date,
         the Corporation shall deliver or cause to be delivered, the Common
         Shares due on conversion on presentation and delivery at the registered
         office of the Corporation or such other place or places designated in
         the notice representing the Series C Preferred Shares. Series C
         Preferred Shares so converted shall be converted effective on the
         Conversion Date. From and after the Conversion Date, the holders of
         Series C Preferred Shares so converted shall cease to be entitled to
         dividends on such Series C Preferred Shares and to exercise any of the
         rights of holders of Series C Preferred Shares in respect to such
         shares except the right to receive therefor the Common Shares as
         referred to above.

                  For purposes hereof:

         (a)      A person shall be deemed the "Beneficial Owner" of, and to
                  have "Beneficial Ownership" of, to be "Beneficially Owning,"
                  and to "Beneficially Own":

                  (i)      any securities as to which such person or any of such
                           person's Affiliates or Associates is the owner at law
                           or in equity;

                  (ii)     any securities as to which such person or any of such
                           person's Affiliates or Associates has the right to
                           acquire pursuant to any agreement, arrangement,
                           pledge or understanding, whether or not in writing or
                           upon the exercise of any conversion right, or
                           exchange right, share purchase right, warrant or
                           option; and

                  (iii)    any securities which are Beneficially Owned within
                           the meaning of the foregoing provisions of this
                           clause (a) by any other person with whom such person
                           is acting jointly or in concert.

                  For purposes hereof, a person is acting jointly or in concert
                  with every person who has any agreement, arrangement,
                  commitment or understanding (whether formal or informal and
                  whether or not in writing) with the first person, or with any
                  other person acting jointly or in concert with the first
                  person, for the purpose of acquiring or offering to acquire
                  any Voting Shares or securities convertible into or
                  exchangeable for Voting Shares.

                                       12
<PAGE>

         (b)      "Affiliate," when used to indicate a relationship with a
                  specified person, means a person who directly, or indirectly
                  through one or more intermediaries, controls, or is controlled
                  by, or is under common control with, such specified person.

         (c)      "Associate," where used to indicate a relationship with any
                  person, means a spouse of that person, any person who resides
                  in the same home as that person and to whom that person is
                  married or with whom that person is living in a conjugal
                  relationship outside marriage, a child of that person or a
                  relative of that person if the relative has the same home as
                  that person.

         (d)      "Voting Shares," shall mean any shares in the capital of the
                  Corporation to which is attached a right to vote for the
                  election of all directors generally.

                  7.2.     Events Requiring Adjustment of Conversion Rights

                  If at any time so long as any Series C Preferred Shares are
         outstanding, there shall occur:

                  (iv)     a reclassification of the Common Shares outstanding
                           at any time or a change of the Common Shares into
                           other shares or securities or a subdivision or
                           consolidation of the Common Shares into a greater or
                           lesser number of shares (by way of share split, share
                           dividend or otherwise), or any other capital
                           reorganization,

                  (v)      a consolidation, amalgamation or merger of the
                           Corporation with or into any other person,

                  (vi)     a transfer of the assets of the Corporation as an
                           entirety or substantially as an entirety to another
                           corporation or other entity, or

                  (vii)    an issue or distribution to the holders of all or
                           substantially all of the Corporation's outstanding
                           Common Shares of securities, including rights,
                           options or warrants to acquire Common Shares or
                           securities convertible into or exchangeable for
                           Common Shares, or any property or assets, excluding
                           cash dividends or other distributions made in the
                           ordinary course by the Corporation and securities
                           issued pursuant to a stock option or stock purchase
                           plan of' the Corporation,

         any of such events being called a "Capital Reorganization," the number
         and kind of securities issuable on conversion of a Series C Preferred
         Share, shall be adjusted such that the holder of the Series C Preferred
         Shares after the effective date or record date, as the case may be, of
         such Capital Reorganization shall be entitled to receive the kind and
         amount of Common Shares or other securities or property of the
         Corporation or any such successor or transferee corporation or entity
         which such holder would have been entitled to receive as a result of
         such Capital

                                       13
<PAGE>

         Reorganization if, on the effective date thereof or the record date, as
         the case may be, such holder had been the registered holder of the
         number of Common Shares that such holder was theretofore entitled to
         upon such conversion. If determined appropriate by the Corporation,
         acting reasonably, appropriate adjustments shall be made as a result of
         any such Capital Reorganization in the application of the provisions
         set forth hereinafter in this subsection 7.2 with respect to the rights
         and interests thereafter of the holder of Series C Preferred Shares
         with the condition that the provisions set forth hereinafter in this
         subsection 7.2 shall thereafter correspondingly be made applicable as
         nearly as may reasonably be possible in relation to any shares, other
         securities or other property thereafter deliverable upon the conversion
         of the Series C Preferred Shares.

                  7.3.     Adjustment Rules

                  (viii)   The adjustments provided for in this Article 7 are
                           cumulative and shall apply (without duplication) to
                           successive Capital Reorganizations or other events
                           resulting in any adjustment under the provisions of
                           this Article 7.

                  (ix)     No adjustment shall be required unless such
                           adjustment would result in a change of at least 1% in
                           the prevailing number of Common Shares that may be
                           purchased upon the conversion of a Series C Preferred
                           Share; provided, however, that any adjustments which,
                           except for the provisions of this subsection would
                           otherwise have been required to be made, will be
                           carried forward and taken into account in any
                           subsequent adjustment.

                  (x)      No adjustment shall be made in respect of any event
                           described in subsection 7.2 if the holders of the
                           Series C Preferred Shares are entitled to participate
                           in such event on the same terms mutatis mutandis as
                           if such holder had converted the Series C Preferred
                           Shares prior to or on the effective date or record
                           date, as the case may be, of such event. (xi) No
                           adjustment shall be made pursuant to this Article 7
                           in connection with (i) the granting or exercise of
                           any options to purchase Common Shares of the
                           Corporation pursuant to the terms of a duly
                           instituted executive or employee stock option plan of
                           the Corporation, (ii) the exercise or conversion of
                           options, warrants or other convertible securities of
                           the Corporation or a subsidiary thereof outstanding
                           on the date hereof, (iii) the issuance of Common
                           Shares or other securities of the Corporation
                           pursuant to the terms of a business acquisition by
                           the Corporation or a subsidiary thereof, whether such
                           acquisition occurred prior to or after the date
                           hereof or (iv) the sale of any other Common Shares or
                           other securities of the Corporation in connection
                           with a financing transaction, whether in a private
                           placement or public offering.

                                       14
<PAGE>

                  (xii)    If' any question shall arise with respect to the
                           adjustments provided in this Article 7, such question
                           shall absent manifest error, be conclusively
                           determined, at the expense of the Corporation, by an
                           independent firm of' chartered accountants appointed
                           by the Corporation, acting reasonably. Such chartered
                           accountants shall have access to all necessary
                           records of the Corporation and the holders of the
                           Series C Preferred Shares. In the event that any such
                           determination is made, the Corporation shall deliver
                           a certificate to the holders of Series C Preferred
                           Shares describing such determination.

                  (xiii)   If the Corporation shall set a record date to
                           determine the holders of the Common Shares for the
                           purpose of entitling them to receive any issue or
                           distribution or for the issue of any rights, options
                           or warrants and shall thereafter and before such
                           distribution of issue to such shareholders legally
                           abandon its plan to make such distribution or issue,
                           then no adjustment shall be required by reason of the
                           setting of such record date.

         8.       LIQUIDATION, DISSOLUTION OR WINDING-UP

                  8.1. In the event of the liquidation, dissolution or
         winding-up of the Corporation, whether voluntary or involuntary or in
         the event of any other distribution of assets of the Corporation among
         its shareholders for the purpose of winding up its affairs (a
         "Liquidation"), the holders of the Series C Preferred Shares shall be
         entitled to receive from the assets of the Corporation a sum equal to
         U.S. $5,000.00 for each Series C Preferred Share held by them
         respectively, plus an amount equal to all dividends, if any, accrued
         and unpaid thereon up to the date of payment (less any tax required to
         be withheld by the Corporation including applicable withholding taxes),
         the whole before any amount shall be paid by the Corporation or any
         assets of the Corporation shall be distributed to holders of shares of
         any class of the Corporation ranking as to capital junior to the Series
         C Preferred Shares. After payment to the holders of the Series C
         Preferred Shares of the amounts so payable to them, they shall not be
         entitled to share in any further distribution of the assets of the
         Corporation.

         9.       INTERPRETATION

                  9.1. In the event that any date on which any dividend on the
         Series C Preferred Shares is payable by the Corporation, or on or by
         which any other action is required to be taken by the Corporation or
         the holders of Series C Preferred Shares 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 date that is a
         Business Day.

                                       15
<PAGE>

                  9.2. For the purpose of these share provisions:

                           9.2.1. "Business Day" means a day other than
                  Saturday, Sunday or any other day that is treated as a
                  statutory holiday in the jurisdiction in which the
                  Corporation's registered office is located,

                           9.2.2. "Common Shares" means the Common Shares of the
                  Corporation as such are constituted on the effective date of
                  the Articles of Amendment of the Corporation creating the
                  Series C Preferred Shares and shares of any other class
                  resulting from the reclassification or other change of Common
                  Shares,

                           9.2.3. "junior share" means the Common Shares and any
                  preferred shares issued after the Series C Preferred Shares,
                  being the shares of the Corporation ranking junior to the
                  Series C Preferred Shares with respect to the payment of
                  dividends or the distribution of assets in the event of the
                  liquidation, dissolution or winding-up of the Corporation,
                  whether voluntary or involuntary, or in the event of any other
                  distribution of assets of the Corporation among its
                  shareholders for the purpose of winding up its affairs, and

                           9.2.4. "ranking as to capital" means ranking with
                  respect to the distribution of assets in the event of a
                  liquidation, dissolution or winding-up of the Corporation,
                  whether voluntary or involuntary, or in the event of any other
                  distribution of assets of the Corporation among its
                  shareholders for the purpose of winding up its affairs.

         10.      AMENDMENT

                  10.1. The rights, privileges, restrictions and conditions
         attached to the Series C Preferred Shares may be added to, changed or
         removed by Articles of Amendment, but only with the approval of the
         holders of the Series C Preferred Shares given as hereinafter specified
         in addition to any vote or authorization required by law.

                                       16
<PAGE>

         11.      APPROVAL OF HOLDERS OF THE SERIES C PREFERRED SHARES

                  11.1. The approval of the holders of the Series C Preferred
         Shares to add to, change or remove any right, privilege, restriction or
         condition attaching to the Series C Preferred Shares as a series or in
         respect of any other matter requiring the consent of the holders of the
         Series C Preferred Shares may be given in such manner as may then be
         required by law, subject to a minimum requirement that such approval be
         given by resolution signed by all the holders of the Series C Preferred
         Shares or passed by the affirmative vote of at least 2/3 of the votes
         cast at a meeting of the holders of the Series C Preferred Shares duly
         called for that purpose.

                  The formalities to be observed with respect to the giving of
         notice of any such meeting or any adjourned meeting, the quorum
         required therefor and the conduct thereof shall be those from time to
         time prescribed by the by-laws of the Corporation with respect to
         meetings of shareholders, or if not so prescribed, as required by the
         Business Corporations Act as in force at the time of the meeting or as
         otherwise required by law. On every poll taken at every meeting of'
         holders of Series C Preferred Shares as a series, each holder of Series
         C Preferred Shares entitled to vote thereat shall have one vote in
         respect of each Series C Preferred Share held.

         12.      NO IMPAIRMENT

                  12.1 The Corporation will not, by amendment of its articles of
         incorporation, bylaws or other organizational documents, or through any
         reorganization, reclassification, recapitalization, liquidation,
         dissolution, winding up, issue or sale of securities or any other
         voluntary action by the Corporation, avoid or seek to avoid the
         observance or performance of any of the terms of the Series C Preferred
         Shares, but will at all times in good faith assist in carrying out the
         terms of the Series C Preferred Shares, and in the taking of all such
         action as may be necessary or appropriate in order to protect the
         conversion and the other rights of the holders of the Series C
         Preferred Shares.

         13.      RANKING OF THE SERIES C PREFERRED SHARES

                  13.1. The Series C Preferred Shares shall be entitled to a
         preference over the Common Shares of the Corporation and over any other
         shares ranking junior to the Series C Preferred Shares with respect to
         priority in payment of dividends and in the distribution of assets in
         the event of the liquidation, dissolution or winding-up of the
         Corporation, whether or not

                                       17
<PAGE>

         declared. If declared non-cumulative dividends or amounts payable on a
         return of capital in the event of the liquidation, dissolution or
         winding-up of the Corporation are not paid in full in respect of the
         Series C Preferred Shares, the Series C Preferred Shares shall
         participate rateably in respect of such dividends in accordance with
         the sums that would be payable on such shares if all such dividends
         were declared and paid in full, and in respect of such return of
         capital, in accordance with the sums that would be payable on such
         return of capital if all sums so payable were paid in full; provided,
         however, that if there are insufficient assets to satisfy in full all
         such claims as aforesaid, the claims of the holders of the Series C
         Preferred Shares with respect to return of capital shall be paid and
         satisfied first and any assets remaining thereafter shall be applied
         towards the payment and satisfaction of claims in respect of dividends.

                                       18
<PAGE>

<TABLE>
<S>                                                                   <C>
5.   The amendment has been duly authorized as required by Sections   La modification a ete du ment autorisee
     168 & 170 (as applicable) of the Business Corporations Act.      conformement aux articles 168 et 170 (selon le cas) de
                                                                      la Loi sur les societes par actions.


6.   The resolution authorizing the amendment was approved by the     Les actionnaires ou les administrateurs (selon le cas)
     shareholders/directors (as applicable) of the corporation on     de la societe ont approuve la resolution autorisant la
                                                                      modification le


                                                          2000 December 22
-------------------------------------------------------------------------------------------------------------------------------
                                                         (Year, Month, Day)
                                                        (annee, mois, jour)

These articles are signed in duplicate.                               Les presents statuts sont signes en double exemplaire.



                                                        BRACKNELL CORPORATION
-------------------------------------------------------------------------------------------------------------------------------
                                                        (Name of Corporation)
                                                  (Denomination sociale de la societe)


                  By/Par:    /s/ [ILLEGIBLE]                                        Vice President
                         ----------------------------------------------------------------------------------------
                             (Signature)                                     (Description of Officer)
                             (Signature)                                            (Fonction)

</TABLE>
<PAGE>

For ministry use only
A l'usage exclusif du ministere                Ministere de
[LOGO] Ministry of Consumer and                la Consommation
          Commercial Relations                 et du Commerce
CERTIFICATE                                    CERTIFICAT
This is to certify that these articles         Ceci certifie que les presents
are effective on                               statuts entrant en vigueur le

                             JANUARY 5 JANVIER, 2001
                                 /s/ [ILLEGIBLE]
                               Director/Directeur
                Business Corporations Act/Loi sur les compagnies

                           Ontario Corporation Number
                         Numero de la societe en Ontario
                                     1233239

                                     Form 3
                            Business Corporations Act

                                    Formule 3
                              Loi sur les societes
                                   par actions


                              ARTICLES OF AMENDMENT
                             STATUTS DE MODIFICATION

<TABLE>
<S>                                                                   <C>

1.   The name of the amalgamated corporation is:                      Denomination sociale de la societe:

                                                   BRACKNELL CORPORATION

2.   The name of the corporation is changed to (if applicable):       Nouvelle denomination sociale de la societe (s'il y a
                                                                      lieu):

-------------------------------------------------------------------------------------------------------------------


3.   Date of incorporation/amalgamation:                              Date de la constitution ou de la fusion:

                                                   1997 April 15
-------------------------------------------------------------------------------------------------------------------
                                                 (Year, Month, Day)
                                                (annee, mois, jour)

4.   The articles of the corporation are amended as follows:          Les statuts de la societe sont modifies de la facon
                                                                      suivante:
         See pages 1A to 1R
</TABLE>
<PAGE>

                            NUMBER AND DESIGNATION OF
                      AND RIGHTS, PRIVILEGES, RESTRICTIONS
                         AND CONDITIONS ATTACHING TO THE
                            Series D PREFERRED SHARES

         The third series of Preferred Shares of the Corporation shall consist
of 8,000 Preferred Shares which shall be designated as Redeemable Convertible
Preferred Shares Series D (hereinafter referred to as the "Series D Preferred
Shares") and which, in addition to the rights, privileges, restrictions and
conditions attached to the Preferred Shares as a class, shall have attached
thereto the following rights, privileges, restrictions and conditions:

         1.       DIVIDENDS

                  1.1.     Payment of Dividends

                  In the event that the Corporation has not redeemed the Series
         D Preferred Shares by January 5, 2007, and then only from that date
         forward, the holders of the Series D Preferred Shares shall be entitled
         to receive, and the Corporation shall pay thereon, as and when declared
         by the board of directors of the Corporation, subject to the insolvency
         provisions of applicable law, a fixed cumulative preferential dividend
         at the rate of US $500.00 per share per annum, payable in additional
         Series D Preferred Shares, valued at US $5,000.00 per share, or in
         lawful money of the United States, at the option of the Corporation, in
         equal quarterly amounts on the last day of each fiscal quarter of the
         Corporation in each year (the "Dividend Payment Dates"). Dividends on
         Series D Preferred Shares shall be cumulative, whether or not declared,
         on a daily basis from and including January 5, 2007 and shall accrue
         quarterly in arrears.

                  For any period which is less than a full month with respect to
         any of the Series D Preferred Shares:

                  (i)      which is issued, redeemed or purchased during such
                           fiscal quarter, or

                  (ii)     in respect of which assets of the Corporation are
                           distributed to the holders thereof pursuant to
                           Article 8 during such fiscal quarter,
<PAGE>

         dividends shall be deemed to accrue on a daily basis and shall be equal
         to the amount calculated by multiplying US $125.00 by a fraction of
         which the numerator is the number of days in such period (including the
         day at the beginning of such period and excluding the day at the end of
         such period) and the denominator is the number of days in such fiscal
         quarter (including the day at the beginning thereof and excluding the
         Dividend Payment Date at the end thereof).

                  1.2. Method of Payment

                  Share certificates representing the Series D Preferred Shares
         or cheques payable in lawful money of the United States at any branch
         of the Corporation's bankers, shall be issued in respect of the
         dividends on the Series D Preferred Shares (less any tax required to be
         withheld by the Corporation including withholding taxes), provided that
         the Corporation and any particular holder of Series D Preferred Shares
         may agree on some other means for payment of dividends to such holder.
         Dividends on the Series D Preferred Shares shall be paid as hereinafter
         provided to the holders of Series D Preferred Shares appearing on the
         Corporation's register of such holders at the close of business on such
         day as may be determined in advance from time to time by the directors
         of the Corporation or if no such date is so determined, at the close of
         business on the date on which the directors pass the resolution
         relating to the payment of such dividend. The mailing from the
         Corporation's registered office by prepaid first class mail, on or
         before any Dividend Payment Date of such share certificates or cheque
         to a holder of Series D Preferred Shares, or in the case of joint
         holders to the joint holder whose name appears first on the
         Corporation's register of holders of Series D Preferred Shares, shall
         be deemed to be payment of the dividends represented thereby and
         payable on such Dividend Payment Date unless, in the case of payment by
         cheque, the cheque is not paid upon presentation. Dividends that are
         represented by a cheque that has not been presented to the
         Corporation's bankers for payment or dividends that otherwise remain
         unclaimed for a period of six years from the date on which they were
         declared to be payable shall be forfeited to the Corporation.

                  1.3. Cumulative Payment of Dividends

                  If by reason of insolvency provisions of applicable law or for
         any other reason, on any Dividend Payment Date the dividends accrued to
         such date are not paid in full on all of the Series D Preferred Shares
         then outstanding, such dividends, or the unpaid part thereof, shall be

                                        2
<PAGE>

         paid on a subsequent date or dates determined by the board of directors
         of the Corporation. The holders of the Series D Preferred Shares shall
         not be entitled to any dividends other than or in excess of the fixed
         cumulative preferential dividends provided for herein.

         2.       REDEMPTION

                  2.1.     Optional Redemption by the Corporation

                  Subject to the provisions of this Article 2 and Article 5 and
         to the rights, privileges, restrictions and conditions attaching to any
         shares of the Corporation ranking prior to the Series D Preferred
         Shares, and except in connection with a Liquidation as defined in
         Article 8, the Corporation may redeem at any time all or from time to
         time any part of the then outstanding Series D Preferred Shares on
         payment for each share to be redeemed of US $5,000.00, together with an
         amount equal to all dividends, if any, accrued and unpaid thereon up to
         the redemption date (less any tax required to be withheld by the
         Corporation including applicable withholding taxes) (the whole
         constituting and being herein referred to as the "Redemption Price").

                  2.2.     Mandatory Redemption by the Corporation

                  Subject to the provisions of this Article 2 and Article 5 and
         to the rights, privileges, restrictions and conditions attaching to any
         shares of the Corporation ranking prior to the Series D Preferred
         Shares, the Corporation shall redeem all of the then issued and
         outstanding Series D Preferred Shares on January 5, 2007. If the
         Corporation shall not redeem all of the then issued and outstanding
         Series D Preferred Shares on or before January 5, 2007, the Corporation
         shall use its best efforts to redeem the Series D Preferred Shares
         hereunder at the earliest possible date thereafter, subject to the
         reasonable approval of the Corporation's lenders.

                  2.3.     Partial Redemption by the Corporation

                  In case only a part of the Series D Preferred Shares is to be
         redeemed at any time, the shares to be redeemed shall be selected by
         lot or some other random selection method as the board of directors of
         the Corporation in its sole discretion determines or in such other
         manner as the board of directors of the Corporation in its sole
         discretion determines to equitable. If a part

                                        3
<PAGE>

         only of the Series D Preferred 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.

                  2.4.     Method of Redemption

                  In any case of redemption of Series D Preferred Shares, the
         Corporation shall, at least 10 Business Days before the date specified
         for redemption send by prepaid first class mail or deliver to each
         person who at the date of mailing or delivery is a holder of Series D
         Preferred Shares to be redeemed, a notice in writing of the intention
         of the Corporation to redeem such Series D Preferred Shares. Such
         notice shall be mailed or delivered to each holder of Series D
         Preferred Shares to be redeemed at the last address of such holder as
         it appears on the securities register of the Corporation, or in the
         event of the address of any such holder not so appearing, then to the
         last address of such holder known to the Corporation. Accidental
         failure or omission to give such notice to one or more holders shall
         not affect the validity of such redemption, but if such failure or
         omission is discovered, notice as aforesaid shall be given forthwith to
         such holder or holders and shall have the same force and effect as if
         given in due time. Such notice shall set out the number of Series D
         Preferred 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 at which holders of Series D Preferred Shares
         may present and surrender the certificate or certificates representing
         such shares for redemption.

                  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
         holders of Series D Preferred Shares to be redeemed the Redemption
         Price of such shares on presentation and surrender, at the registered
         office of the Corporation or any other place or places specified in the
         notice of redemption, of the certificate or certificates representing
         the Series D Preferred Shares called for redemption. Payment in respect
         of Series D Preferred Shares to be redeemed shall be made by cheque
         payable to the respective holder thereof in lawful money of the United
         States at any branch of the Corporation's bankers.

                  The Corporation shall have the right at any time after the
         mailing or delivery of notice of its intention to redeem Series D
         Preferred Shares to deposit the Redemption Price of the

                                        4
<PAGE>

         Series D Preferred Shares so called for redemption or of such of the
         Series D Preferred 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 in a separate account in any
         chartered bank or trust company named in the redemption notice or in a
         subsequent notice in writing to the holders of the Series D Preferred
         Shares in respect of which the deposit is made to be paid without
         interest to or to the order of the respective holders of the Series D
         Preferred Shares called for redemption upon presentation and surrender
         to such bank or trust company of the certificates representing such
         shares. Upon such deposit being made or upon the date specified for
         redemption in such notice, whichever is the later, the Series D
         Preferred Shares in respect of which such deposit shall have been made
         shall be deemed to be redeemed and the rights of the holders thereof
         shall be limited to receiving, without interest, the Redemption Price
         of their respective Series D Preferred Shares being redeemed upon
         presentation and surrender of the certificate or certificates
         representing such shares. Any interest allowed on any such deposit
         shall belong to the Corporation.

                  From and after the date specified for redemption in any notice
         of redemption, the Series D Preferred Shares called for redemption
         shall cease to be entitled to dividends or any other participation in
         any distribution of 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
         representing such shares in accordance with the foregoing provisions,
         in which case the rights of the holders shall remain unaffected.
         Redemption moneys that are represented by a cheque that has not been
         presented to the Corporation's bankers for payment or that otherwise
         remain unclaimed (including money held on deposit in a separate account
         as provided for above) for a period of six years from the date
         specified for redemption shall be forfeited to the Corporation.

         3.       RETRACTION PRIVILEGE

                  3.1.     Right to Require Retraction

                  At the election of the holders of at least 51% of the Series D
         Preferred Shares, on or after the date on which the Corporation
         receives proceeds (other than proceeds from any

                                        5
<PAGE>

         senior secured credit facility) from a public debt or equity financing
         or a series of such financings implemented after the date of first
         issue of the Series D Preferred Shares (each a "Financing", and
         collectively, the "Financings") that are in excess of the amount that
         is sufficient to pay all other indebtedness that the Corporation is
         obligated to pay from such proceeds, the Corporation shall retract, but
         only up to the amount of such excess proceeds, all or a part of the
         Series D Preferred Shares tendered to the Corporation for retraction.
         The obligation to retract the Series D Preferred Shares hereunder shall
         be subject to the reasonable approval of the Corporation's lenders and
         the ability of the Corporation to effect a Financing which has the
         retraction of the Series D Preferred Shares as a purpose and use of
         proceeds. If the Corporation is advised by its financial advisors that
         market conditions are such that the Corporation will be able to
         complete a Financing only if retraction of the Series D Preferred
         Shares is not a purpose or use of proceeds of the Financing, the
         Corporation may nevertheless complete such Financing without being
         obligated to retract Series D Preferred Shares hereunder and may use
         the proceeds of such Financing as provided for the Financing.

                  3.2.     Retraction Procedure

                  The Corporation shall, at least 10 Business Days after the
         closing of a Financing from which proceeds are available for retraction
         of Series D Preferred Shares, send by prepaid first class mail or
         deliver to each person who at the date of mailing or delivery is a
         holder of Series D Preferred Shares, a notice in writing informing the
         holder of the holder's right to require that the Corporation retract
         the holder's Series D Preferred Shares (the "Retraction Notice"). The
         Retraction Notice shall be mailed or delivered to each holder of Series
         D Preferred Shares at the last address of such holder as it appears on
         the securities register of the Corporation, or in the event of the
         address of any such holder not so appearing, then to the last address
         of such holder known to the Corporation. Accidental failure or omission
         to give the Retraction Notice to one or more holders shall not affect
         the validity of the Retraction Notice, but if such failure or omission
         is discovered, the Retraction Notice shall be given forthwith to such
         holder or holders and shall have the same force and effect as if given
         in due time. The Retraction Notice shall set out the number of Series D
         Preferred Shares held by the person to whom it is addressed which may
         be retracted, the date fixed for retraction (the "Retraction Date"),
         the price at which the Series D Preferred Shares shall be retracted,
         which shall be US $5,000.00 per share, together with an

                                        6
<PAGE>

         amount equal to all dividends, if any, accrued and unpaid thereon up to
         the Retraction Date (the whole constituting and being herein referred
         to as the "Retraction Price") and the place or places at which holders
         of Series D Preferred Shares may present and surrender the certificate
         or certificates representing such shares for retraction.

                  On and after the Retraction Date, the Corporation shall pay or
         cause to be paid to or to the order of the holders of Series D
         Preferred Shares who have submitted Series D Preferred Shares to be
         retracted by the Retraction Date, the Retraction Price of such shares
         on presentation and surrender, at the registered office of the
         Corporation or any other place or places specified in the Retraction
         Notice, of the certificate or certificates representing the Series D
         Preferred Shares called for retraction. Payment in respect of Series D
         Preferred Shares to be retracted shall be made by cheque payable to the
         respective holder thereof in lawful money of the United States at any
         branch of the Corporation's bankers.

                  Retraction moneys which are represented by a cheque which has
         not been presented to the Corporation's banker for payment or that
         otherwise remain unclaimed for a period of six years from the date
         specified for retraction shall be forfeited to the Corporation.

                  Subject to subsection 3.3 and Article 5, the Corporation shall
         retract all the Series D Preferred Shares eligible for retraction which
         are tendered pursuant to the above retraction right. If a holder of
         eligible Series D Preferred Shares wishes to tender for retraction
         pursuant to the above retraction right only a part of the Series D
         Preferred Shares represented by any certificate or certificates, the
         holder may deposit the certificate or certificates and at the same time
         advise the Corporation in writing as to the number of eligible Series D
         Preferred Shares with respect to which tender is being made, and the
         Corporation shall issue and deliver to such holder at the expense of
         the Corporation a new certificate representing the Series D Preferred
         Shares which are not being tendered.

                  3.3.     Retraction Subject to Applicable Law

                  If, as a result of insolvency provisions or other provisions
         of applicable law or the rights, privileges, restrictions and
         conditions attaching to any shares of the Corporation ranking prior to
         the Series D Preferred Shares, the Corporation is not permitted to
         retract all of the Series

                                        7
<PAGE>

         D Preferred Shares duly tendered pursuant to the above retraction
         right, the Corporation shall retract only the maximum number of Series
         D Preferred Shares (rounded to the next lower multiple of 1,000 shares)
         which the board of directors of the Corporation determines the
         Corporation is then permitted to retract. Such retraction shall be made
         pro rata, disregarding fractions of shares, from each holder of
         tendered Series D Preferred Shares according to the number of eligible
         Series D Preferred Shares tendered for retraction by each such holder
         and the Corporation shall issue and deliver to each such holder at the
         expense of the Corporation a new certificate representing the Series D
         Preferred Shares not retracted by the Corporation.

                  So long as the board of directors of the Corporation has acted
         in good faith in making any of the determinations referred to above as
         to the number of Series D Preferred Shares which the Corporation is
         permitted at any time to retract, neither the Corporation nor the
         directors shall have any liability in the event that any such
         determination proves to be inaccurate.

         4.       PUT PRIVILEGE

                  4.1.     Put Right

                  (i) Subject to the approval of the Corporation's lenders under
         their respective lending agreements, including approval of its senior
         bank lenders under the Corporation's senior credit agreements, at any
         time after July 5, 2001, or (ii) upon the closing of a consolidation,
         amalgamation or merger of the Corporation pursuant to which the holders
         of the Common Shares immediately prior to such closing hold less than
         50% of the common shares of the surviving corporation immediately
         following such closing, or (iii) upon the closing of a sale of all or
         substantially all the assets of the Corporation, the holders of the
         Series D Preferred Shares shall have a right, exercisable upon 60
         Business Days prior notice (the "Put Notice"), to require the
         Corporation to redeem up to 2,000 Series D Preferred Shares (the "Put
         Right").

                  4.2.     Put Retraction Procedure

                  Sixty-one Business Days after receiving the Put Notice, and
         subject to insolvency or other provisions of applicable law, the
         Corporation shall redeem the Series D Preferred Shares duly tendered at
         the price of US $5,000.00 per share, together with an amount equal to
         all dividends, if any, accrued and unpaid thereon up to the date of
         receipt of the Put Notice (the

                                        8
<PAGE>

         whole constituting and being herein referred to as the "Put Price").
         Once the Corporation has redeemed the Series D Preferred Shares by
         payment of the Put Price to the holders of the Series D Preferred
         Shares, the Put Right shall have been exercised and shall no longer
         exist. In order to elect to have the Corporation redeem Series D
         Preferred Shares pursuant to the Put Right, the holders of Series D
         Preferred Shares must tender to the Corporation, with the Put Notice,
         at its registered office or at any place at which the Series D
         Preferred Shares may be transferred, the certificate or certificates
         representing the Series D Preferred Shares which the holders wish the
         Corporation to redeem. Such tender shall be irrevocable unless payment
         of the Put Price shall not be duly made by the Corporation to the
         holders 61 Business Days after it receives the Put Notice. In the event
         that payment of the Put Price is not made by the Corporation 61
         Business Days after receiving the Put Notice, the Corporation shall
         forthwith thereafter return the holder's deposited share certificate or
         certificates to the holder.

         5.       RESTRICTIONS ON DIVIDENDS AND RETIREMENT OF SHARES

                  5.1. So long as any of the Series D Preferred Shares are
         outstanding, the Corporation shall not, without the approval of the
         holders of the Series D Preferred Shares given as hereinafter
         specified:

                           5.1.1. declare, pay or set apart for payment any
                  dividends on any junior shares (other than dividends payable
                  in shares of the Corporation ranking as to capital and
                  dividends junior to the Series D Preferred Shares);

                           5.1.2. call for redemption, redeem, purchase or
                  otherwise pay off or retire for value, or make any capital
                  distributions in respect of, any junior shares;

                           5.1.3. issue any shares ranking as to capital or
                  dividends on a parity with the Series D Preferred Shares; or

                           5.1.4. take any action which would impair the rights
                  and privileges of the Series D Preferred Shares;

         unless, in such case, (i) all dividends on the Series D Preferred
         Shares then outstanding and on all other shares of the Corporation
         ranking as to dividends prior to or on a parity with the Series D

                                        9
<PAGE>

         Preferred Shares which have 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, and (ii) the Corporation is not otherwise in default
         under the rights, privileges, restrictions and conditions attached to
         the Series D Preferred Shares or any other shares of the Corporation
         ranking as to dividends or as to capital prior to or on a parity with
         the Series D Preferred Shares.

                  5.2 So long as any of the Series D Preferred Shares are
         outstanding, the Corporation shall not, without the approval of the
         holders of the Series D Preferred Shares given as hereinafter
         specified, issue any shares ranking as to capital or dividends prior to
         the Series D Preferred Shares.

         6.       VOTING RIGHTS

                  6.1. Except as required by law and as set forth in subsection
         6.2, the holders of the Series D Preferred Shares as a series shall not
         be entitled as such to receive notice of, to attend or to vote at, any
         meeting of the shareholders of the Corporation.

                  6.2. If the Corporation has not redeemed the Series D
         Preferred Shares by January 5, 2007, the holders of the Series D
         Preferred Shares as a series shall be entitled to receive notice of, to
         attend and to vote at any meeting of the shareholders of the
         Corporation. In such event, each share of the Series D Preferred Shares
         shall be entitled to the number of votes that the Common Shares into
         which it is convertible would be entitled; provided, however, that the
         aggregate number of votes with respect to the Series D Preferred Shares
         shall be limited to such number as will not result in any holder
         (together with its Affiliates and Associates, as defined in Section
         7.1), Beneficially Owning (as defined in Section 7.1) Voting Shares (as
         defined in Section 7.1) having the power to vote in excess of 19.9% of
         the total Voting Shares.

         7.       CONVERSION

                  7.1.     Right of Conversion

                  At any time on or after January 5, 2002, each holder of Series
         D Preferred Shares shall have the right to convert each of its Series D
         Preferred Shares into that number of Common Shares as is determined by
         dividing US $5,000.00 by the Conversion Price then in effect;

                                       10
<PAGE>

         provided, however, that the holders may convert only such number of
         Series D Preferred Shares as will not result in any holder (together
         with its Affiliates and Associates) Beneficially Owning in excess of
         19.9% of the outstanding Voting Shares of the Corporation on the date
         of conversion (the "Conversion Date"). The Conversion Price shall
         initially be $8.75, subject to adjustment as provided herein. The
         percentage of the outstanding Voting Shares Beneficially Owned by a
         holder (and its Affiliates and Associates) shall be and be deemed to be
         the product determined by the formula:

                  100 x    A
                        -------
                           B

                  where:

                  A =   the number of votes for the election of all directors
                        generally attaching to the outstanding Voting Shares of
                        the Corporation Beneficially Owned by such holder (and
                        its Affiliates and Associates); and

                  B =   the number of votes for the election of all directors
                        generally attaching to all outstanding Voting Shares of
                        the Corporation.

                  For purposes of this Section 7.1 and Section 6.2, in
         determining the percentage of the outstanding Voting Shares of the
         Corporation with respect to which a person is or is deemed to be the
         Beneficial Owner, all unissued Voting Shares of the Corporation of
         which such person is deemed to be the Beneficial Owner shall be deemed
         to be outstanding. For purposes hereof, the Corporation's determination
         of a holder's (and its Affiliates' and Associates') percentage interest
         of Voting Shares and votes shall be conclusive, absent manifest error.
         If the Common Shares are not listed on either the New York Stock
         Exchange or the NASDAQ Stock Market on the Conversion Date, the
         Conversion Price shall be adjusted downwards, but not upwards, in the
         event that the exchange rate from US dollars to Canadian dollars
         increases (i.e., the number of Canadian dollars each US dollar can
         purchase increases) from January 5, 2001 to the Conversion Date. In
         such event, the Conversion Price shall be reduced to a Conversion Price
         determined by multiplying $8.75 by a fraction with the number of
         Canadian dollars for which one US dollar is exchangeable on the date
         hereof as numerator and the number of Canadian dollars for which one US
         dollar is exchangeable on the Conversion Date as the denominator. For
         example, if the exchange rate increases from $1.50 Canadian to $2.00
         Canadian, then the Conversion Price shall

                                       11
<PAGE>

         be determined as follows: US$8.75 x 1.50/2.00 = US$6.5625. Notice of
         the conversion of Series D Preferred Shares shall be given to the
         Corporation by each holder of Series D Preferred Shares. Such notice
         shall set out (i) the Conversion Date, (ii) the number of Series D
         Preferred Shares which are to be converted, and (iii) the advice that
         such Common Shares will be registered in the name of the holder of the
         Series D Preferred Shares to be converted and shall be accompanied by
         the certificates for Series D Preferred Shares to be converted. On and
         after the Conversion Date, the Corporation shall deliver or cause to be
         delivered, the Common Shares due on conversion on presentation and
         delivery at the registered office of the Corporation or such other
         place or places designated in the notice representing the Series D
         Preferred Shares. Series D Preferred Shares so converted shall be
         converted effective on the Conversion Date. From and after the
         Conversion Date, the holders of Series D Preferred Shares so converted
         shall cease to be entitled to dividends on such Series D Preferred
         Shares and to exercise any of the rights of holders of Series D
         Preferred Shares in respect to such shares except the right to receive
         therefor the Common Shares as referred to above.

                  For purposes hereof:

         (a)      A person shall be deemed the "Beneficial Owner" of, and to
                  have "Beneficial Ownership" of, to be "Beneficially Owning,"
                  and to "Beneficially Own":

                  (i)      any securities as to which such person or any of such
                           person's Affiliates or Associates is the owner at law
                           or in equity;

                  (ii)     any securities as to which such person or any of such
                           person's Affiliates or Associates has the right to
                           acquire pursuant to any agreement, arrangement,
                           pledge or understanding, whether or not in writing or
                           upon the exercise of any conversion right, or
                           exchange right, share purchase right, warrant or
                           option; and

                  (iii)    any securities which are Beneficially Owned within
                           the meaning of the foregoing provisions of this
                           clause (a) by any other person with whom such person
                           is acting jointly or in concert.

                  For purposes hereof, a person is acting jointly or in concert
                  with every person who has any agreement, arrangement,
                  commitment or understanding (whether formal or informal and
                  whether or not in writing) with the first person, or with any
                  other person acting jointly or in concert with the first
                  person, for the purpose of acquiring or offering to acquire
                  any Voting Shares or securities convertible into or
                  exchangeable for Voting Shares.

                                       12
<PAGE>

                  (a)      "Affiliate," when used to indicate a relationship
                           with a specified person, means a person who directly,
                           or indirectly through one or more intermediaries,
                           controls, or is controlled by, or is under common
                           control with, such specified person.

                  (b)      "Associate," where used to indicate a relationship
                           with any person, means a spouse of that person, any
                           person who resides in the same home as that person
                           and to whom that person is married or with whom that
                           person is living in a conjugal relationship outside
                           marriage, a child of that person or a relative of
                           that person if the relative has the same home as that
                           person.

                  (c)      "Voting Shares," shall mean any shares in the capital
                           of the Corporation to which is attached a right to
                           vote for the election of all directors generally.

                  7.2.     Events Requiring Adjustment of Conversion Rights

                  If at any time so long as any Series D Preferred Shares are
         outstanding, there shall occur:

                  (i)      a reclassification of the Common Shares outstanding
                           at any time or a change of the Common Shares into
                           other shares or securities or a subdivision or
                           consolidation of the Common Shares into a greater or
                           lesser number of shares (by way of share split, share
                           dividend or otherwise), or any other capital
                           reorganization,

                  (ii)     a consolidation, amalgamation or merger of the
                           Corporation with or into any other person,

                  (iii)    a transfer of the assets of the Corporation as an
                           entirety or substantially as an entirety to another
                           corporation or other entity, or

                  (iv)     an issue or distribution to the holders of all or
                           substantially all of the Corporation's outstanding
                           Common Shares of securities, including rights,
                           options or warrants to acquire Common Shares or
                           securities convertible into or exchangeable for
                           Common Shares, or any property or assets, excluding
                           cash dividends or other distributions made in the
                           ordinary course by the Corporation and securities
                           issued pursuant to a stock option or stock purchase
                           plan of' the Corporation,

         any of such events being called a "Capital Reorganization," the number
         and kind of securities issuable on conversion of a Series D Preferred
         Share, shall be adjusted such that the holder of the Series D Preferred
         Shares after the effective date or record date, as the case may be, of
         such Capital Reorganization shall be entitled to receive the kind and
         amount of Common Shares or other securities or property of the
         Corporation or any such successor or transferee corporation or

                                       13
<PAGE>

         entity which such holder would have been entitled to receive as a
         result of such Capital Reorganization if, on the effective date thereof
         or the record date, as the case may be, such holder had been the
         registered holder of the number of Common Shares that such holder was
         theretofore entitled to upon such conversion. If determined appropriate
         by the Corporation, acting reasonably, appropriate adjustments shall be
         made as a result of any such Capital Reorganization in the application
         of the provisions set forth hereinafter in this subsection 7.2 with
         respect to the rights and interests thereafter of the holder of Series
         D Preferred Shares with the condition that the provisions set forth
         hereinafter in this subsection 7.2 shall thereafter correspondingly be
         made applicable as nearly as may reasonably be possible in relation to
         any shares, other securities or other property thereafter deliverable
         upon the conversion of the Series D Preferred Shares.

                  7.3.     Adjustment Rules

                  (i)      The adjustments provided for in this Article 7 are
                           cumulative and shall apply (without duplication) to
                           successive Capital Reorganizations or other events
                           resulting in any adjustment under the provisions of
                           this Article 7.

                  (ii)     No adjustment shall be required unless such
                           adjustment would result in a change of at least 1% in
                           the prevailing number of Common Shares that may be
                           purchased upon the conversion of a Series D Preferred
                           Share; provided, however, that any adjustments which,
                           except for the provisions of this subsection would
                           otherwise have been required to be made, will be
                           carried forward and taken into account in any
                           subsequent adjustment.

                  (iii)    No adjustment shall be made in respect of any event
                           described in subsection 7.2 if the holders of the
                           Series D Preferred Shares are entitled to participate
                           in such event on the same terms mutatis mutandis as
                           if such holder had converted the Series D Preferred
                           Shares prior to or on the effective date or record
                           date, as the case may be, of such event.

                  (iv)     No adjustment shall be made pursuant to this Article
                           7 in connection with (i) the granting or exercise of
                           any options to purchase Common Shares of the
                           Corporation pursuant to the terms of a duly
                           instituted executive or employee stock option plan of
                           the Corporation, (ii) the exercise or conversion of
                           options, warrants or other convertible securities of
                           the Corporation or a subsidiary thereof outstanding
                           on the date hereof, (iii) the issuance of Common
                           Shares or other securities of the Corporation
                           pursuant to the terms of a business acquisition by
                           the Corporation or a subsidiary thereof, whether such
                           acquisition occurred prior to or after the date
                           hereof or (iv) the sale of any other Common Shares

                                       14
<PAGE>

                           or other securities of the Corporation in connection
                           with a financing transaction, whether in a private
                           placement or public offering.

                  (v)      If any question shall arise with respect to the
                           adjustments provided in this Article 7, such question
                           shall absent manifest error, be conclusively
                           determined, at the expense of the Corporation, by an
                           independent firm of' chartered accountants appointed
                           by the Corporation, acting reasonably. Such chartered
                           accountants shall have access to all necessary
                           records of the Corporation and the holders of the
                           Series D Preferred Shares. In the event that any such
                           determination is made, the Corporation shall deliver
                           a certificate to the holders of Series D Preferred
                           Shares describing such determination.

                  (vi)     If the Corporation shall set a record date to
                           determine the holders of the Common Shares for the
                           purpose of entitling them to receive any issue or
                           distribution or for the issue of any rights, options
                           or warrants and shall thereafter and before such
                           distribution of issue to such shareholders legally
                           abandon its plan to make such distribution or issue,
                           then no adjustment shall be required by reason of the
                           setting of such record date.

         8.       LIQUIDATION, DISSOLUTION OR WINDING-UP

                  8.1. In the event of the liquidation, dissolution or
         winding-up of the Corporation, whether voluntary or involuntary or in
         the event of any other distribution of assets of the Corporation among
         its shareholders for the purpose of winding up its affairs (a
         "Liquidation"), the holders of the Series D Preferred Shares shall be
         entitled to receive from the assets of the Corporation a sum equal to
         U.S. $5,000.00 for each Series D Preferred Share held by them
         respectively, plus an amount equal to all dividends, if any, accrued
         and unpaid thereon up to the date of payment (less any tax required to
         be withheld by the Corporation including applicable withholding taxes),
         the whole before any amount shall be paid by the Corporation or any
         assets of the Corporation shall be distributed to holders of shares of
         any class of the Corporation ranking as to capital junior to the Series
         D Preferred Shares. After payment to the holders of the Series D
         Preferred Shares of the amounts so payable to them, they shall not be
         entitled to share in any further distribution of the assets of the
         Corporation.

         9.       INTERPRETATION

                  9.1. In the event that any date on which any dividend on the
         Series D Preferred Shares is payable by the Corporation, or on or by
         which any other action is required to be taken

                                       15
<PAGE>

         by the Corporation or the holders of Series D Preferred Shares
         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 date that is a Business Day.

                  9.2.     For the purpose of these share provisions:

                           9.2.1. "Business Day" means a day other than
                  Saturday, Sunday or any other day that is treated as a
                  statutory holiday in the jurisdiction in which the
                  Corporation's registered office is located,

                           9.2.2. "Common Shares" means the Common Shares of the
                  Corporation as such are constituted on the effective date of
                  the Articles of Amendment of the Corporation creating the
                  Series D Preferred Shares and shares of any other class
                  resulting from the reclassification or other change of Common
                  Shares,

                           9.2.3. "junior share" means the Common Shares and any
                  preferred shares issued after the Series D Preferred Shares,
                  being the shares of the Corporation ranking junior to the
                  Series D Preferred Shares with respect to the payment of
                  dividends or the distribution of assets in the event of the
                  liquidation, dissolution or winding-up of the Corporation,
                  whether voluntary or involuntary, or in the event of any other
                  distribution of assets of the Corporation among its
                  shareholders for the purpose of winding up its affairs, and

                           9.2.4. "ranking as to capital" means ranking with
                  respect to the distribution of assets in the event of a
                  liquidation, dissolution or winding-up of the Corporation,
                  whether voluntary or involuntary, or in the event of any other
                  distribution of assets of the Corporation among its
                  shareholders for the purpose of winding up its affairs.

         10.      AMENDMENT

                  10.1. The rights, privileges, restrictions and conditions
         attached to the Series D Preferred Shares may be added to, changed or
         removed by Articles of Amendment, but only with

                                       16
<PAGE>

         the approval of the holders of the Series D Preferred Shares given as
         hereinafter specified in addition to any vote or authorization required
         by law.

         11.      APPROVAL OF HOLDERS OF THE SERIES D PREFERRED SHARES

                  11.1. The approval of the holders of the Series D Preferred
         Shares to add to, change or remove any right, privilege, restriction or
         condition attaching to the Series D Preferred Shares as a series or in
         respect of any other matter requiring the consent of the holders of the
         Series D Preferred Shares may be given in such manner as may then be
         required by law, subject to a minimum requirement that such approval be
         given by resolution signed by all the holders of the Series D Preferred
         Shares or passed by the affirmative vote of at least 2/3 of the votes
         cast at a meeting of the holders of the Series D Preferred Shares duly
         called for that purpose.

                  The formalities to be observed with respect to the giving of
         notice of any such meeting or any adjourned meeting, the quorum
         required therefor and the conduct thereof shall be those from time to
         time prescribed by the by-laws of the Corporation with respect to
         meetings of shareholders, or if not so prescribed, as required by the
         Business Corporations Act as in force at the time of the meeting or as
         otherwise required by law. On every poll taken at every meeting of'
         holders of Series D Preferred Shares as a series, each holder of Series
         D Preferred Shares entitled to vote thereat shall have one vote in
         respect of each Series D Preferred Share held.

         12.      NO IMPAIRMENT

                  12.1 The Corporation will not, by amendment of its articles of
         incorporation, bylaws or other organizational documents, or through any
         reorganization, reclassification, recapitalization, liquidation,
         dissolution, winding up, issue or sale of securities or any other
         voluntary action by the Corporation, avoid or seek to avoid the
         observance or performance of any of the terms of the Series D Preferred
         Shares, but will at all times in good faith assist in carrying out the
         terms of the Series D Preferred Shares, and in the taking of all such
         action as may be necessary or appropriate in order to protect the
         conversion and the other rights of the holders of the Series D
         Preferred Shares.

                                       17
<PAGE>

         13.      RANKING OF THE SERIES D PREFERRED SHARES

                  13.1. The Series D Preferred Shares shall be entitled to a
         preference over the Common Shares of the Corporation and over any other
         shares ranking junior to the Series D Preferred Shares with respect to
         priority in payment of dividends and in the distribution of assets in
         the event of the liquidation, dissolution or winding-up of the
         Corporation, whether or not declared. If declared non-cumulative
         dividends or amounts payable on a return of capital in the event of the
         liquidation, dissolution or winding-up of the Corporation are not paid
         in full in respect of the Series D Preferred Shares, the Series D
         Preferred Shares shall participate rateably in respect of such
         dividends in accordance with the sums that would be payable on such
         shares if all such dividends were declared and paid in full, and in
         respect of such return of capital, in accordance with the sums that
         would be payable on such return of capital if all sums so payable were
         paid in full; provided, however, that if there are insufficient assets
         to satisfy in full all such claims as aforesaid, the claims of the
         holders of the Series D Preferred Shares with respect to return of
         capital shall be paid and satisfied first and any assets remaining
         thereafter shall be applied towards the payment and satisfaction of
         claims in respect of dividends.

                                       18
<PAGE>

<TABLE>
<S>                                                                   <C>

5.   The amendment has been duly authorized as required by Sections   La modification a ete du ment autorisee
     168 & 170 (as applicable) of the Business Corporations Act.      conformement aux articles 168 et 170 (selon le cas) de
                                                                      la Loi sur les societes par actions.


6.   The resolution authorizing the amendment was approved by the     Les actionnaires ou les administrateurs (selon le cas)
     shareholders/directors (as applicable) of the corporation on     de la societe ont approuve la resolution autorisant la
                                                                      modification le


                                                          2000 December 22
-------------------------------------------------------------------------------------------------------------------
                                                         (Year, Month, Day)
                                                         (annee, mois, jour)

These articles are signed in duplicate.                               Les presents statuts sont signes en double exemplaire.



                                                       BRACKNELL CORPORATION
-------------------------------------------------------------------------------------------------------------------
                                                       (Name of Corporation)
                                               (Denomination sociale de la societe)


                  By/Par:    /s/  [ILLEGIBLE]                                   Assistant Secretary
                         -----------------------------------------------------------------------------------------------
                             (Signature)                                     (Description of Officer)
                             (Signature)                                            (Fonction)

</TABLE>