<PAGE>

                                                                    Exhibit 4.99

                            SHARE PURCHASE AGREEMENT

             THIS share purchase AGREEMENT made as of May 31, 2002.

A M O N G:

                           API ELECTRONICS GROUP INC., an Ontario corporation,
                           with a business address located at 1400-505
                           University Ave., Toronto, Ontario M5G 1X3

                           (the "Purchaser")

- and -

                           PHILIP WALTER WHITE, ROSE MARY WHITE, CORANNE ADELE
                           WHITE, JANE MURPHY, DOREEN WHITE, DEREK WHITE,
                           individuals residing in the Province of Ontario,
                           GILLIAN PERSHAW, an individual residing in the
                           Province of British Columbia, BRIAN KENNETH WHITE, an
                           individual residing in the State of Georgia, and EDNA
                           GRACE TREPANNIER, an individual residing in the State
                           of Florida

                           (each a "Vendor" and collectively, the "Vendors")

- and -

                           FILTRAN INC., a New York corporation, with a business
                           address located at 102 Ford Street, Building 5A,
                           Ogdensburgh, New York, U.S.A. 13669 ("Filtran USA"),

                           FILTRAN LIMITED, an Ontario corporation, with a
                           business address located at 229 Colonnade Road South,
                           Ottawa, Ontario ("Filtran Canada"),

                           CANADIAN DATAPLEX LTD., a Canadian corporation, with
                           a business address located at 5-155 Terence Matthews
                           Crescent, Kanata, Ontario K2M 2A8 ("CDL"), and

<PAGE>

                                       -2-

                           TACTRON COMMUNICATIONS (CANADA) LIMITED, an Ontario
                           corporation, with a business address located at 3
                           Eleanor Drive, Ottawa, Ontario K2E 7K3 ("TCCL"),

                           (each a "Filtran Entity" and collectively, the
                           "Filtran Group")

BACKGROUND:

                  A. The Vendors are the registered holders of record and
                  beneficial owners of all the issued and outstanding shares in
                  the capital of each Filtran Entity (other than Filtran Canada
                  which is wholly owned by TCCL) in the proportions set out
                  below:

<TABLE>
<CAPTION>
                   -----------------------------------------------------------------------------------------------
                                                             FILTRAN USA
                   -----------------------------------------------------------------------------------------------
                                                                  COMMON SHARES          PREFERRED/SPECIAL SHARES
                   --------------------------------------    ------------------------    -------------------------
                   <S>                                                             <C>                         <C>
                   Rose Mary White                                                  8                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Philip Walter White                                             42                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Brian Kenneth White                                             20                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Coranne Adele White                                             10                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Edna Grace Trepannier                                           20                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Total                                                          100                          Nil
                   --------------------------------------    ------------------------    -------------------------

<CAPTION>
                   -----------------------------------------------------------------------------------------------
                                                            FILTRAN CANADA
                   -----------------------------------------------------------------------------------------------
                                                                   Common Shares           Preferred/Special Shares
                   --------------------------------------    ------------------------    -------------------------
                   <S>                                                          <C>                            <C>
                   Tactron Communications (Canada)                              1,000                          Nil
                   Limited
                   --------------------------------------    ------------------------    -------------------------

<CAPTION>
                                                                         CDL
                   --------------------------------------    -----------------------------------------------------
                                                                    COMMON SHARES             SPECIAL SHARES
                   --------------------------------------    ------------------------    -------------------------
                   <S>                                                         <C>                          <C>

                   Jane Murphy                                                 90,000                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Rose Mary White                                                Nil                        7,500
                   --------------------------------------    ------------------------    -------------------------
                   Philip Walter White                                            Nil                       45,000
                   --------------------------------------    ------------------------    -------------------------
                   Total                                                       90,000                       52,500
                   --------------------------------------    ------------------------    -------------------------

<CAPTION>
                   -----------------------------------------------------------------------------------------------
                                                                      TCCL
                   --------------------------------------    ------------------------    -------------------------
                                                                  COMMON SHARES               PREFERRED SHARES
                   --------------------------------------    ------------------------    -------------------------
                   <S>                                                          <C>                            <C>
                   Doreen White                                                 2,824                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Derek White                                                  1,925                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Gillian Pershaw                                              1,541                          Nil
                   --------------------------------------    ------------------------    -------------------------
</TABLE>

<PAGE>

                                       -3-
<TABLE>
                   -----------------------------------------------------------------------------------------------
                   <S>                                                          <C>                         <C>
                   Philip Walter White                                          1,161                       28,200
                   --------------------------------------    ------------------------    -------------------------
                   Coranne Adele White                                          1,198                          Nil
                   --------------------------------------    ------------------------    -------------------------
                    Rose Mary White                                               752                          Nil
                   --------------------------------------    ------------------------    -------------------------
                   Total                                                        9,401                       28,200
                   --------------------------------------    ------------------------    -------------------------
</TABLE>

B.                 The Vendors wish to sell and the Purchaser wishes to purchase
                   all of the issued and outstanding shares in the capital of
                   the Filtran Group, upon and subject to the terms and
                   conditions set out in this Agreement; and

C.                 The Vendors wish, and the Principal accepts, the appointment
                   of the Principal as attorney on behalf of each Vendor, to act
                   and do all such things as the Principal sees fit to give
                   effect to this Agreement as well as the transactions
                   described herein, including, but not limited to, the
                   negotiation, execution and delivery of all agreements,
                   certificates and documents ancillary to this Agreement.


                   IN CONSIDERATION OF the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which each party hereto hereby acknowledges, the parties hereto
agree with each other as follows:

                                    ARTICLE I
                                 INTERPRETATION

1.1                Definitions - Whenever used in this Agreement, unless there
is something in the subject matter or context inconsistent therewith, the
following words and terms will have the respective meanings ascribed to them as
follows:

         (a)       "Adjustments" means a dollar for dollar reduction to the
                   Purchase Price equal to: (i) the amount that the Liabilities
                   set out in the Final Balance Sheet exceeds the Liabilities
                   set out in the Interim Balance Sheet, save for any increase
                   in Liabilities due to those Liabilities incurred in the
                   ordinary and usual course of business since the date of the
                   Interim Balance Sheet; (ii) any Liability that may arise
                   relating to the failure of the Principal to satisfy any
                   Excluded Liability or any Claim made against the Purchaser or
                   any Filtran Entity for any Excluded Liability after Closing;
                   (iii) the final amount of any Claim after any resolution in
                   respect thereof has been resolved subject to the Adjustment
                   Escrow) made by the Purchaser or any Filtran Entity pursuant
                   to the indemnity provisions of Article X of this Agreement;
                   and (iv) any Liability that may arise or Claim made against
                   the Purchaser or any Filtran Entity relating to Taxes arising
                   as a result of the sale of any of the Purchased Shares by the
                   Vendors that are non-residents of Canada, any such Adjustment
                   to be realized by way of set-off against any amounts payable
                   under the Promissory Note;

         (b)       "Adjustment Escrow" means the escrow procedures set forth in
                   Article XII of this Agreement;

<PAGE>

                                       -4-

         (c)       "Agreement" means this Share Purchase Agreement and all
                   instruments supplemental hereto or in amendment or
                   confirmation hereof; "hereof", "hereto", and "hereunder" and
                   similar expressions mean and refer to this Agreement and not
                   to any particular Article or Section; "Article", "Section",
                   "paragraph" or "clause" means and refers to the specified
                   article, section, paragraph or clause of this Agreement;

         (d)       "Assets" includes any and all of the property, undertaking
                   and assets of the Filtran Group and each Filtran Entity as a
                   going concern including the assets used by each of them in
                   the conduct of the Business and includes the Real Property,
                   the Contracts, the Intellectual Property, the Inventories,
                   the Licences and Permits, the Personal Property, the
                   Receivables, the Rights and Benefits, the Prepaid Amounts,
                   the Books and Records, and all goodwill, including, without
                   limitation, the assets and properties described in the
                   Financial Statements;

         (e)       "Balance Sheet" means the balance sheets of each Filtran
                   Entity which form part of the Financial Statements;

         (f)       "Books and Records" means the minute books, financial
                   information and data, financial records and reports,
                   statements, books, records, files, papers, customer and
                   lists, plans, drawings, design approvals, engineering
                   information, photographs, videos, films, manuals, data, sales
                   and advertising materials, correspondence, trade and
                   association files and research and development records
                   relating to the Business, the Assets, each Filtran Entity and
                   the Purchased Shares;

         (g)       "Business" means the business presently and heretofore
                   carried on by the Filtran Group and each Filtran Entity
                   consisting of the production and global supply of electronic
                   equipment, including the operation of the manufacturing
                   plants, facilities and offices of Filtran USA, Filtran
                   Canada, CDL and TCCL referred to in the cover page of this
                   Agreement;

         (h)       "Business Day" means any day other than a Saturday, Sunday or
                   any other day that is not a statutory holiday in the Province
                   of Ontario;

         (i)       "Claims" has the meaning ascribed thereto in Section 10.1 of
                   this Agreement;

         (j)       "Closing" means the completion of the sale and purchase of
                   the Purchased Shares (as defined below) hereunder by the
                   transfer and delivery of documents of title thereto and the
                   payment of the Purchase Price (as defined below) therefore as
                   contemplated herein;

         (k)       "Closing Date" means May 31, 2002, or such other date as the
                   parties hereto may agree as to the date upon which the
                   Closing will take place;

         (l)       "Closing Time" means 10:00 o'clock in the forenoon on the
                   Closing Date or such other time on the Closing Date as the
                   parties hereto may agree as to the time on the Closing Date
                   which the Closing will take place;

<PAGE>

                                      -5-

         (m)       "Collateral Mortgage" means that certain collateral mortgage
                   in favour of the Principal to be registered on title to the
                   Real Property situate in Ontario only, subject to the
                   existing Encumbrances, to secure payment of the Promissory
                   Note, in the form of mortgage attached hereto as Schedule
                   1.1(m);

         (n)       "Condition of the Business" means the condition (financial or
                   otherwise) of the Business taken as a whole having regard to
                   its earnings, assets, liabilities, properties, operations and
                   prospects, but excluding prospects as they relate to general
                   market conditions;

         (o)       "Contracts" means all rights and interests of each Filtran
                   Entity in all existing, pending and executory contracts to
                   which any Filtran Entity is a party or by which each Filtran
                   Entity or their respective Assets are bound, in each case
                   relating to the Business and disclosed to the Purchaser and,
                   if not included in another Schedule of this Agreement,
                   included in Schedule 1.1(o) attached hereto;

         (p)       "Deposit" means the payment previously made by the Purchaser
                   to the Principal of $25,000 under the terms of the Letter of
                   Intent (as defined below), being a non-refundable deposit
                   made in consideration of the Vendors agreeing to suspend all
                   negotiations with all potential purchasers of the Filtran
                   Group until July 1, 2002;

         (q)       "Effective Date" means the date first written above;

         (r)       "Encumbrance" means any and all liens, mortgages, charges,
                   hypothecs, pledges, security interests, prior assignments,
                   options, warrants, leases, subleases, rights to possession or
                   other encumbrances, and claims, rights, restrictions and
                   other interests of any nature and kind whatsoever or
                   howsoever arising, whether direct or indirect, fixed,
                   floating, contingent, absolute or otherwise which affect, by
                   way of a conflicting ownership interest or otherwise,
                   directly or indirectly, title to any particular property or
                   asset including, without limitation, the Assets and the
                   Purchased Shares;

         (s)       "Environmental Laws" means any law, by-law, order, ordinance,
                   ruling, regulation, direction or guideline of any applicable
                   federal, provincial or municipal government or governmental
                   department, agency or regulatory authority or any court of
                   competent jurisdiction relating to environmental matters or
                   regulating the import, manufacture, storage, distribution,
                   labelling, sale, use, handling, transport or disposal of
                   hazardous substances including, but not limited to, the
                   Environmental Protection Act (Ontario) and similar or
                   equivalent legislation of each jurisdiction in which the
                   Business is carried on or in which any Asset is located;

         (t)       "Environmental Permits" includes all permits, certificates,
                   approvals, consents, registrations and licences issued or
                   required by any Environmental Law or any court or
                   governmental authority and relating to or required for the
                   ownership or operation of the Business or the Assets;

<PAGE>

                                       -6-

         (u)       "Excluded Liabilities" means all Liabilities of each Filtran
                   Entity, the Purchased Shares, the Assets and the Business
                   relating to the period prior to and which exist at Closing or
                   relate to the period prior to Closing including, without
                   limitation, those that consist of:

                   (i)     Liabilities in respect of income and other Taxes and
                           governmental charges and assessments and all
                           penalties and interest related thereto, whether
                           federal, provincial, state or municipal levied or
                           incurred, owing or exigible in respect of the period
                           up to and including the Closing Date which, for
                           greater certainty, shall not include Taxes arising
                           since August 31, 2001 in the ordinary and usual
                           course of business;

                   (ii)    brokerage and other fees in respect of transactions
                           occurring prior to Closing or in connection with this
                           Agreement (other than any such fees paid by the
                           Vendors) and the transactions contemplated by it,
                           save and except those arising as a result of the
                           action or conduct of the Purchaser;

                   (iii)   all Liabilities in respect of employees of each
                           Filtran Entity up to and including Closing, or
                           resulting from their termination on or before
                           Closing, except for those employees terminated by the
                           Purchaser or a Filtran Entity on or after Closing;

                   (iv)    Liabilities relating to any and all litigation or
                           legal proceedings pending at the Closing Date or
                           arising directly or indirectly out of activities
                           first occurring prior to Closing; and

                   (v)     those specific Liabilities as set out in Schedule
                           1.1(u) attached hereto,

                   but not including Liabilities (other than those set out in
                   (v) above) that are expressly set out in the Interim Balance
                   Sheet or are incurred in the ordinary and normal course of
                   business after the date of the Interim Balance Sheet and
                   before the Closing Date and are reflected in the Final
                   Balance Sheet, or are subject to an Adjustment as a credit to
                   the Purchaser on Closing;

         (v)       "Filtran Accountants" means Connelly & Koshy, Chartered
                   Accountants;

         (w)       "Filtran Entity" means each of Filtran USA, Filtran Canada,
                   CDL, TCCL and any one of them;

         (x)       "Filtran Group" means collectively Filtran USA, Filtran
                   Canada, CDL and TCCL and any combination of them;

         (y)       "Final Balance Sheet" means the unaudited management prepared
                   balance sheets for each Filtran Entity and for the Filtran
                   Group on a consolidated basis prepared in accordance with
                   GAAP and in form and substance satisfactory to the Purchaser
                   and Principal and their respective auditors, all acting
                   reasonably, as at the Closing

<PAGE>

                                       -7-

                   Date (including all related trial balances) to be completed
                   and delivered within 30 days of Closing;

         (z)       "Financial Statements" means the individual audited financial
                   statements of Filtran USA and Filtran Canada for the fiscal
                   year ended August 31, 2001, the individual unaudited review
                   engagement financial statements of CDL for the fiscal year
                   ended August 31, 2001 and the individual unaudited review
                   engagement financial statements of TCCL for the fiscal year
                   ended June 30, 2001, in all cases consisting of a balance
                   sheet and the statements of income retained earnings and
                   source and application of funds and all notes thereto for
                   each Filtran Entity, prepared in accordance with GAAP and
                   reported upon by the Filtran Accountants, copies of which are
                   annexed hereto as Schedule 4.1(i);

         (aa)      "GAAP" means Canadian generally accepted accounting
                   principles applied on a basis consistent with prior years;

         (bb)      "GSA" means that certain guarantee and general security
                   agreement of each Filtran Entity in favour of the Principal
                   in respect of the Assets, subject to any existing
                   Encumbrances, to secure payment of one-half (1/2) of the
                   principal amount of the Promissory Note, subject to
                   Adjustment, in the form of guarantee and general security
                   agreement attached hereto as Schedule 1.1(bb);

         (cc)      "Hazardous Substance" means any contaminant, pollutant,
                   dangerous substance, noxious substance, toxic substance,
                   hazardous waste, flammable or explosive material, radioactive
                   material, polychlorinated by-phenyls, polychlorinated
                   by-phenyl waste, polychlorinated by-phenyl related waste and
                   any other substance or material now or hereafter declared or
                   defined to be regulated or controlled in or pursuant to
                   Environmental Law;

         (dd)      "Improvements" means all plants, buildings, fixtures,
                   sidings, parking lots, roadways, structures, erections, fixed
                   machinery, fixed equipment and appurtenances of any and every
                   nature or kind situate on, in, under, over or forming part of
                   the Lands;

         (ee)      "including" means including, without limitation, and
                   "includes" means includes, without limitation;

         (ff)      "Intellectual Property" means the right, title and interest
                   in and to the business names "Filtran", "Dataplex" and
                   "Tactron", all patent rights and applications and industrial
                   designs used in the Business or related to or forming part of
                   the Assets, if any, and all copyrights and trade-marks
                   including the goodwill attached thereto, if any, related to
                   or used in the Business or the Assets and all right, title
                   and interest of the Vendors and each Filtran Entity in and to
                   notebooks, data, trade secrets, designs, know-how, drawings
                   and similar materials related to the Business and Assets;

<PAGE>

                                       -8-

         (gg)      "Interim Financial Statements" means the unaudited management
                   prepared financial statements of each Filtran Entity and for
                   the Filtran Group on a consolidated basis in all cases
                   consisting of a balance sheet and the statements of income,
                   retained earnings and source and application of funds and all
                   notes thereto, prepared in accordance with GAAP and in form
                   and substance satisfactory to the Purchaser, acting
                   reasonably, as at and for the seven (7) month period ended
                   March 31, 2002 to be completed and delivered on or before the
                   third Business Day prior to Closing and attached hereto as
                   Schedule 4.1(j);

         (hh)      "Inventories" means all of the inventories of stock-in-hand
                   and work-in-progress and merchandise, supplies, finished
                   goods and service parts relating to the Business (including
                   those in the possession or control of suppliers, customers
                   and public warehouses);

         (ii)      "ITA" means the Income Tax Act (Canada), as amended from time
                   to time and any successor thereto;

         (jj)      "Lands" means the lands and premises legally described in
                   Schedule 1.1(jj);

         (kk)      "Letter of Intent" means that certain letter of intent
                   between the Purchaser and Filtran Canada dated March 27,
                   2002, a copy of which is annexed hereto as Schedule 1.1(kk);

         (ll)      "Liabilities" means all costs, expenses, charges, debts,
                   liabilities, claims, demands, Taxes and obligations, whether
                   primary or secondary, direct or indirect, fixed, contingent,
                   absolute or otherwise, including those arising under any law,
                   rule or regulation of any governmental department,
                   commission, board, agency or instrumentality, domestic or
                   foreign, any award of any arbitrator and any contract,
                   agreement, arrangement, lease, commitment or undertaking;

         (mm)      "Licenses and Permits" means all licences, permits, filings,
                   authorizations, approvals or indicia of authority related to
                   the Business or any of the Assets which are necessary for the
                   conduct of the Business or the ownership, use and operation
                   of the Assets, including those set out in Schedule 1.1(mm);

         (nn)      "Material Adverse Change" means a change in the Condition of
                   the Business, operations or Assets of the Filtran Group or
                   any Filtran Entity that has had or could reasonably be
                   expected to have a material adverse effect on the value of
                   the Purchased Shares, Assets, Business or any material
                   destruction or damage by any cause to the Assets or other
                   material impairment of the Condition of the Business;

         (oo)      "OBCA" means the Business Corporations Act (Ontario), as
                   amended;

         (pp)      "Permitted Encumbrances" means those Encumbrances in respect
                   of the Assets and Real Property set out in Schedule 1.1(pp);

<PAGE>

                                       -9-

         (qq)      "Person" includes an individual, corporation, partnership,
                   trust, unincorporated organization, and governmental body,
                   and is to be broadly interpreted;

         (rr)      "Personal Property" means all machinery, equipment,
                   furniture, handling equipment, accessories, trucks,
                   automobiles and other chattels owned or leased by the Filtran
                   Group or any Filtran Entity (including those in the
                   possession of third parties);

         (ss)      "Pledge Agreement" means a share pledge of the Purchased
                   Shares by the Purchaser in favour of the Principal in
                   substantially the form attached hereto as Schedule 1.1(ss)
                   which is to secure the Purchaser's obligations under the
                   Promissory Note issued to the Principal pursuant to
                   subsection 3.1(c)(ii) of this Agreement, which shall
                   constitute a first charge and security interest in the
                   Purchased Shares (subject to any Encumbrances existing on
                   Closing prior to the Purchaser's acquisition of the Purchased
                   Shares);

         (tt)      "Prepaid Amounts" means all prepaid charges, deposits, sums
                   and fees paid by or on behalf of the Corporation;

         (uu)      "Principal" means Philip Walter White, one of the Vendors;

         (vv)      "Promissory Note" means that certain promissory note bearing
                   interest at the rate of 5% per annum, calculated and payable
                   semi-annually, not in advance, both before and after
                   maturity, default and judgment, in substantially the form
                   attached hereto as Schedule 1.1(vv), in the original
                   principal amount of $3,000,000 issued by the Purchaser in
                   favour of the Principal, one-half of the principal of which
                   shall be due and payable, subject to Adjustment, if any, on
                   May 31, 2003 and the balance of which matures and becomes due
                   and, subject to Adjustment, if any, payable on May 31, 2004,
                   to be issued and delivered to the Principal on Closing in
                   partial payment and satisfaction of the Purchase Price
                   pursuant to subsection 3.1(c)(ii) of this Agreement;

         (ww)      "Purchase Price" has the meaning given in subsection 3.1(a)
                   of this Agreement;

         (xx)      "Purchased Shares" means all of the issued and outstanding
                   shares in the capital of each Filtran Entity (other than
                   Filtran Canada whose 1,000 issued and outstanding common
                   shares are wholly-owned by TCCL), all of which are registered
                   in the names of and are beneficially owned by the Vendors in
                   the proportions set out in Recital A of this Agreement;

         (yy)      "Real Property" means the Lands and the Improvements thereon;

         (zz)      "Rights and Benefits" means the right, title and interest of
                   each Filtran Entity under or pursuant to all covenants,
                   agreements, warranties, representations and guarantees
                   expressed or implied or otherwise, of or made by suppliers,
                   workmen or others in connection with the Business and any of
                   the Assets or Liabilities

<PAGE>

                                      -10-

                   (other than Excluded Liabilities) or otherwise related to the
                   Business and each Filtran Entity;

         (aaa)     "Sales Tax Laws" means the Excise Tax Act (Canada), any
                   applicable federal, provincial or state goods and services,
                   sales or use taxation statute, and any similar foreign
                   legislation, all as from time to time amended, and any
                   successors thereto;

         (bbb)     "SEC" means the United States Securities and Exchange
                   Commission;

         (ccc)     "Subsidiary" means, with respect to any Filtran Entity within
                   the Filtran Group, any corporation the shares to which are
                   attached more than 50% of the voting rights ordinarily
                   exercisable at meetings of the shareholders of such
                   corporation, of which are beneficially owned, directly or
                   indirectly, by any Filtran Entity;

         (ddd)     "Tax Laws" shall mean the ITA and Sales Tax Laws and any
                   applicable provincial, or foreign income taxation statute(s),
                   as from time to time amended, and any successors thereto;

         (eee)     "Tax Returns" means any return, declaration, report, claim
                   for refund, or information return or statement relating to
                   Taxes, including any schedule or attachment thereto, and
                   including any amendment thereof;

         (fff)     "Taxes" means any federal, provincial, state, local or
                   foreign income, gross receipts, licence, payroll, employment,
                   excise, severance, stamp, occupation, premium, windfall,
                   environmental, customs, duties, capital stock, franchise,
                   profits, withholding, social security, unemployment,
                   disability, real property, personal property, sales, use,
                   transfer, registration, value-added, alternative or add-on
                   minimum, estimated, or other tax or levy or assessment of any
                   kind whatsoever, including any interest, penalty or addition
                   thereto, whether disputed or not; and

         (ggg)     "Vendors" means collectively or any combination of Philip
                   Walter White, Rose Mary White, Brian Kenneth White, Coranne
                   Adele White, Edna Grace Trepannier, Jane Murphy, Doreen
                   White, Derek White and Gillian Pershaw and "Vendor" means
                   each and every individual one of them.

1.2                Headings - The division of this Agreement into Articles
and Sections and the insertion of headings are for the convenience of reference
only and will not affect the construction or interpretation of this Agreement.

1.3                Number - In this Agreement and unless the context  otherwise
requires, words importing the singular number only will include the plural and
vice versa, words importing the neuter gender will include the masculine and
feminine genders and vice versa and words importing persons will include
individuals, partnerships, associations, trusts, unincorporated organizations
and corporations and vice versa.

<PAGE>

                                      -11-

1.4                Accounting  Principles - Unless otherwise expressly stated,
wherever in this Agreement reference is made to GAAP or generally accepted
accounting principles, such reference will be deemed to be the generally
accepted accounting principles from time to time approved by the Canadian
Institute of Chartered Accountants, or any successor institute, applicable as at
the date on which such calculation is made or required to be made in accordance
with generally accepted accounting principles.

1.5                Schedules - The following are the Schedules annexed hereto
and incorporated by reference and deemed to be part hereof: ---------

<TABLE>
<CAPTION>
         <S>                         <C>
         Schedule     1.1(m)     -   Collateral Mortgage
         Schedule     1.1(o)     -   Contracts
         Schedule     1.1(u)     -   Excluded Liabilities
         Schedule     1.1(bb)    -   GSA
         Schedule     1.1(jj)    -   Legal Description of Lands
         Schedule     1.1(kk)    -   Letter of Intent
         Schedule     1.1(mm)    -   Licenses and Permits
         Schedule     1.1(pp)    -   Permitted Encumbrances
         Schedule     1.1(ss)    -   Pledge Agreement
         Schedule     1.1(vv)    -   Form of Promissory Note
         Schedule     4.1(i)     -   Financial Statements
         Schedule 4.1(j)         -   Interim Financial Statements
         Schedule     4.1(k)     -   Undisclosed Liabilities
         Schedule     4.1(n)     -   Title to and Use of Properties
         Schedule     4.1(o)     -   Motor Vehicles and Equipment
         Schedule     4.1(p)     -   Leases, Rental Agreements, Conditional Sales Contracts, Title Retention Documents and Licenses
         Schedule     4.1(q)     -   Intellectual Property and Related Documents
         Schedule     4.1(s)     -   Leases and Licenses of Real Property
         Schedule     4.1(v)     -   Employees, Officers and Directors
         Schedule     4.1(w)     -   Employment, Management, Service, Employee Benefit, Deferred Compensation, Pension, Profit
                                     Sharing, Union and Other Similar Agreements and Plans
         Schedule     4.1(aa)    -   Litigation and Claims
         Schedule     4.1(bb)    -   Non-Compliance with Applicable Laws
         Schedule     4.1(cc)    -   Bank Accounts
         Schedule     4.1(dd)    -   Non-Resident Vendors
         Schedule     4.1(ff)    -   Insurance
         Schedule     4.1(gg)    -   Long Term Indebtedness
         Schedule     4.1(hh)    -   Non-Arm's Length Contracts, Agreements or other Arrangements
         Schedule     4.1(ii)    -   Payments and Loans with Directors, Officers, etc.
         Schedule     4.1(pp)    -   Required Consents and Approvals
         Schedule     8.4(m)     -   Opinion of Counsel for the Vendors and the Filtran Group
         Schedule     8.4(m.1)   -   Opinion of Counsel for the Vendors and the Filtran Group re: Title
         Schedule     8.4(n)     -   Form of Release of the Vendors and Officers and Directors
</TABLE>

<PAGE>

                                      -12-

         Schedule     8.5(c)     -   Opinion of Counsel for the Purchaser
         Schedule     12.1(b)    -   Form of Escrow Agreement

1.6                Currency - All payments required to be made and referred to
hereunder mentioned will be in and refer to Canadian dollars. --------

1.7                Reference to Statutes - All  references  contained in this
Agreement to a statute will be deemed to be made to such statute as now enacted
or as the same may from time to time be amended, re-enacted or replaced, and in
the case of any such amendment, re-enactment or replacement, such reference
herein to a provision of such statute will be read as a reference to such
amended, re-enacted or replaced provision.

                                   ARTICLE II
                             APPOINTMENT OF ATTORNEY

2.1                Appointment of Principal as Attorney - The Vendors each
individually and collectively hereby appoint the Principal as their respective
attorney, principal and legal representative for all purposes in relation to the
Purchased Shares, including, without limitation, the purposes described in
Article III of this Agreement, together with all other transactions described or
contemplated by this Agreement.

2.2                Powers - Without  limiting the generality of Section 2.1,
until this Agreement is terminated, the Principal in its capacity as attorney
and legal representative of each Vendor shall possess and exercise on behalf of
each Vendor solely in respect of the transactions contemplated by this Agreement
and all matters incidental or related thereto or in connection therewith, the
following powers and authorities without further or other authorization from,
and free from any control of, the Vendors:

         (a)       to vote and to take part in and consent to any corporate
                   shareholders' action in respect of any Purchased Shares,
                   which voting and consensual rights may be exercised by the
                   Principal in writing, in person or by proxy and in respect of
                   such matters and ins such manner as may be determined from
                   time to time by the Principal in his absolute discretion,
                   provided that the Principal shall not at any time be required
                   to exercise such rights and shall be entitled to abstain from
                   exercising any such rights where he deems it appropriate to
                   abstain;

         (b)       to amend this Agreement or any provision thereof in
                   accordance with its terms;

         (c)       to execute agreements, certificates and other documents in
                   exercise of the Principal's powers hereunder on behalf and in
                   the name of the Vendors, and to agree to supplements,
                   amendments or restatements from time to time to any such
                   agreements on terms and provisions satisfactory to the
                   Principal;

         (d)       to negotiate and enter into amendments to this Agreement with
                   specific Vendors should the need arise; and

<PAGE>

                                      -13-

         (e)       to enter into and take all necessary action in furtherance of
                   completing each of the transactions contemplated by this
                   Agreement with such amendments as the Principal in his sole,
                   absolute and unfettered discretion deems necessary or
                   desirable.

                                   ARTICLE III
                                PURCHASE AND SALE

3.1                Agreement to Purchase and Sell - Subject to the terms and
conditions of this Agreement, at the Closing Time:


         (a)       Purchase Price - The Vendors will sell and the Purchaser will
                   purchase the Purchased Shares for an aggregate purchase price
                   equal to $4,100,000 (the "Purchase Price") to be paid subject
                   to, and in accordance with, subsection 3.1(c) of this
                   Agreement.

         (b)       Delivery of Certificates, etc. - The Vendors will deliver or
                   cause the Principal to deliver to the Purchaser at the
                   Closing certificates or documents of title or other evidences
                   of ownership of the Purchased Shares to be sold and purchased
                   hereunder duly endorsed for transfer, or accompanied by
                   irrevocable security transfer powers of attorney duly
                   executed in blank, in either case by the holders of record
                   thereof, all in form and substance sufficient to permit the
                   recording or registration of the Purchaser or its Principal
                   as the new owner of record of the Purchased Shares in
                   compliance with all applicable requirements, provisions and
                   procedures relating to the recording or registration of such
                   ownership. The Vendors will or will also cause the Principal
                   to deliver to the Purchaser certified copies of the
                   resolutions of the board of directors or shareholders of the
                   Filtran Group, as the case may be, required to approve the
                   transfer of the Purchased Shares by the Vendors to the
                   Purchaser or its Principal.

         (c)       Payments to the Vendors - Subject to the Adjustment and after
                   applying the principal amount of the Deposit in partial
                   payment and satisfaction thereof, the Purchaser will pay the
                   balance of the Purchase Price on the Closing Date as follows:

                   (i)     by delivery to LaBarge Weinstein, in trust for the
                           Vendors, a certified cheque or certified cheques,
                           bank draft or bank drafts or wire transfer or wire
                           transfers, made payable to LaBarge Weinstein, In
                           Trust, in lawful money of Canada, equal to an
                           aggregate amount of $1,075,000; and

                   (ii)    by delivery to the Principal of the Promissory Note.

(d)                Excluded  Liabilities - The  Purchased  Shares shall be
                   acquired by the Purchaser subject to all Liabilities other
                   than the Excluded Liabilities which the Principal shall
                   assume and remain liable for to the extent the Purchase Price
                   has not been subject to Adjustment in respect of same.

<PAGE>

                                      -14-

(e)                Adjustment - For greater certainty, the parties agree that
                   Adjustments will be made as of the Closing Date and any
                   Adjustment required pursuant to the terms of this Agreement
                   shall be realized by way of set-off against any amounts
                   payable under the Promissory Note and shall be calculated
                   and, if appropriate, applied against the payments due under
                   the Promissory Note, provided that the amount of such
                   Adjustment (the "Adjustment Amount"), if any, shall be held
                   in escrow by LaBarge Weinstein, as escrow agent, in
                   accordance with Article XII of this Agreement.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE VENDORS
                             AND EACH FILTRAN ENTITY

4.1                Representations  and  Warranties  of Vendors  and the
Filtran Group - Each Filtran Entity and the Principal jointly and severally
(except in respect of subsections 4.1(a), (b), (c) and (d) to the extent
applicable to each of the Vendors, which is made by each Vendor severally as to
itself only) hereby covenant, represent and warrant to the Purchaser as follows,
acknowledging that the Purchaser is relying upon such covenants, representations
and warranties in connection with entering into this Agreement and completing
the transactions contemplated thereby:

         (a)       Right to Sell - The Purchased Shares constitute in the
                   aggregate all of the issued and outstanding shares in the
                   capital stock of the Filtran Group and the Vendors are
                   collectively the sole registered and beneficial owners of the
                   Purchased Shares, with good and marketable title thereto in
                   the proportions set out in Recital A of this Agreement, free
                   and clear of all Encumbrances of any nature or kind
                   whatsoever and no Person now has or at Closing will have any
                   right, option, agreement or arrangement capable of becoming
                   an agreement for the acquisition of any of the Purchased
                   Shares or any interest therein from the Vendors or any one or
                   combination of them.

         (b)       Due Authorization, etc. - Each Filtran Entity and each Vendor
                   has the necessary power, authority and legal capacity to
                   enter into this Agreement and the agreements and other
                   instruments contemplated herein and to perform their
                   respective obligations hereunder and thereunder. The
                   execution and delivery of this Agreement and the agreements
                   and other instruments contemplated herein and the
                   consummation of the transactions contemplated hereunder and
                   thereunder have been duly authorized by all necessary action
                   on the part of each Vendor and each Filtran Entity.

         (c)       Valid and Binding Obligation - This Agreement constitutes and
                   the agreements and other instruments contemplated herein when
                   executed will constitute valid and binding obligations of
                   each of the Vendors and each Filtran Entity enforceable
                   against each of them in accordance with the terms hereof and
                   thereof subject, however, to limitations with respect to
                   enforcement imposed in

<PAGE>

                                      -15-

                   connection with laws affecting the rights of creditors
                   generally including, without limitation, applicable
                   bankruptcy, insolvency, moratorium, reorganization or similar
                   laws and to the extent that equitable remedies such as
                   specific performance and injunction are in the discretion of
                   the court from which they are sought.

         (d)       No Violation - The disposition of the Purchased Shares and
                   the entering into and performance of this Agreement and the
                   agreements and other instruments contemplated herein will not
                   violate, contravene, breach or offend against or result in
                   any default under any security agreement, indenture,
                   mortgage, lease, order, undertaking, licence, permit,
                   agreement, instrument, charter or by-law provision,
                   resolution of shareholders or directors, statute, regulation,
                   judgment, decree or law to which any of the Vendors or any
                   Filtran Entity is a party or by which any of them may be
                   bound or affected and none of the Vendors nor any Filtran
                   Entity are, or will be at Closing, party to or subject to or
                   bound by the terms of any unanimous shareholder agreement
                   that restricts the transfer of shares in the capital of any
                   Filtran Entity. No licenses, agreements or other instruments
                   or documents will terminate or require assignment as a result
                   of the entering into of this Agreement or the consummation of
                   the transactions contemplated hereby.

         (e)       Organization and Good Standing of the Filtran Group - Each
                   Filtran Entity is a corporation duly incorporated or
                   amalgamated, organized, validly existing, in good standing
                   and is up to date in all of the filings and registrations
                   required under the laws of the jurisdiction of its
                   incorporation and/or amalgamation and/or organization, as
                   appropriate, and has all necessary corporate power, authority
                   and capacity to own or lease its property and assets
                   (including, without limitation, the Assets) and to carry on
                   the Business as presently conducted by each and is duly
                   registered or otherwise qualified to carry on business and
                   generally own or lease properties or assets in all
                   jurisdictions in which the nature of its Assets or Business
                   makes such registration necessary or advisable. Neither the
                   nature of the Business nor the location or character of the
                   property owned or leased by any Filtran Entity including,
                   without limitation, the Assets, requires any Filtran Entity
                   to be further registered, recorded, licensed or otherwise
                   qualified in any jurisdiction.

         (f)       Subsidiaries - None of the Filtran Entities (other than TCCL
                   which owns 100% of Filtran Canada) own a Subsidiary nor do
                   any of them own any shares in the capital of any other
                   corporation and none of them have agreed to acquire any
                   Subsidiary or any shares in the capital of any other
                   corporation or to acquire or lease or invest, directly or
                   indirectly, in any other business operation.

         (g)       Authorized and Issued Capital - As at the Effective Date, the
                   authorized and issued capital of each Filtran Entity is and
                   on Closing shall be as set out below:

<PAGE>

                                      -16-

                   (i)     Filtran USA has an authorized capital consisting of
                           200 common shares, of which there are and at Closing
                           will be a total of 100 fully paid and non-assessable
                           common shares of Filtran USA issued and outstanding;

                   (ii)    Filtran Canada has an authorized capital consisting
                           of an unlimited number of common shares, of which
                           there are and at Closing will be a total of 1,000
                           fully paid and non-assessable common shares of
                           Filtran Canada issued and outstanding;

                   (iii)   CDL has an authorized capital consisting of an
                           unlimited number of common shares and an unlimited
                           number of special shares, of which there are and at
                           Closing will be a total of 90,000 fully paid and
                           non-assessable common shares and 52,500 fully paid
                           and non-assessable special shares of CDL issued and
                           outstanding; and

                   (iv)    TCCL has an authorized capital consisting of 10,000
                           common shares, 30,000 non-voting preferred shares,
                           and an unlimited number of Special Shares of which
                           there are and at Closing will be 9,401 fully paid and
                           non-assessable common shares, 28,200 fully paid and
                           non-assessable preferred shares and no Special Shares
                           of TCCL issued and outstanding.

                   Other than what is commonly referred to as standard private
                   company restrictions, the certificates evidencing the
                   foregoing shares do not contain any reference to a
                   restriction on their transfer or of a lien in favour of any
                   Filtran Entity, or an endorsement regarding a dissenting
                   shareholder under s.184(ii) of the OBCA or similar or
                   equivalent provision of any other applicable corporate
                   statute, and bear no restrictive legends. Neither the
                   constating documents or by-laws of any Filtran Entity, nor
                   any agreement, contain or provide for restrictive legends
                   thereto.

         (h)       No Options - No options, warrants, convertible obligations or
                   other rights to purchase or acquire shares or other
                   securities of any Filtran Entity, whether issued or not
                   issued, including, without limitation, the Purchased Shares,
                   have been authorized, allotted or agreed to be issued or are
                   outstanding.

         (i)       Financial Statements - The Financial Statements which are
                   attached hereto as Schedule 4.1(i), including the Balance
                   Sheet, are true and correct and have been prepared in
                   accordance with GAAP applied on a basis consistent with those
                   of preceding periods and present fairly:

                   (i)     all of the assets, liabilities (whether accrued,
                           determinable, absolute, contingent or otherwise) and
                           the financial condition of each Filtran Entity as at
                           August 31, 2001; and

                   (ii)    the sales, earnings and results of operations of each
                           Filtran Entity during the period(s) covered by such
                           Financial Statements.

<PAGE>

                                      -17-

         (j)       Interim Financial Statements - The Interim Financial
                   Statements which are attached hereto as Schedule 4.1(j),
                   including the Interim Balance Sheet, are true and correct and
                   have been prepared in accordance with GAAP applied on a basis
                   consistent with those of preceding periods and present
                   fairly:

                   (i)     all of the assets, liabilities (whether accrued,
                           determinable, absolute, contingent or otherwise) and
                           the financial condition of each Filtran Entity as at
                           March 31, 2002; and

                   (ii)    the sales, earnings and results of operations of each
                           Filtran Entity during the period(s) covered by such
                           Interim Financial Statements.

         (k)       Absence of Undisclosed Liabilities - Except to the extent
                   reflected or reserved against in the Balance Sheet (including
                   the notes thereto) or incurred subsequent to the date thereof
                   and disclosed in Schedule 4.1(k) and except for unsecured
                   current obligations and liabilities incurred in the ordinary
                   and usual course of the Business and which are not materially
                   adverse to the nature and manner of conducting the Business,
                   or the operations, assets, properties, future prospects or
                   financial condition of the Filtran Group or any Filtran
                   Entity, neither the Filtran Group nor any Filtran Entity has
                   any material outstanding indebtedness or any material
                   liabilities or obligations (whether accrued, determinable,
                   absolute, contingent or otherwise) in respect of which any
                   Filtran Entity or the Purchaser may be liable on or after the
                   completion of the transactions contemplated by this
                   Agreement.

         (l)       Tax Matters - Except to the extent reflected in or reserved
                   against in the Interim Balance Sheet and which shall be
                   payable in the ordinary course of business in respect of the
                   period from the Interim Balance Sheet date to the Closing
                   Date, neither the Filtran Group nor any Filtran Entity is
                   liable for any federal, provincial state or municipal or
                   local taxes, levies, assessments or other taxes in respect of
                   its income, business or property or for the payment of any
                   tax instalment due in respect of its current taxation year
                   and, except as aforesaid, no such taxes, assessments or
                   penalties are required to be reserved against. Each Filtran
                   Entity has duly and completely filed in a timely manner all
                   Tax Returns required to be filed by it and has duly paid all
                   Taxes due from it to the appropriate federal, provincial,
                   state, municipal or local taxing authorities including
                   without limitation, those due in respect of the Business,
                   Assets and any other of its properties, income, franchises,
                   licences, sales, use of property and payrolls. There are no
                   tax liens upon any of the properties or assets, real,
                   personal or mixed, tangible or intangible, of the Filtran
                   Group or any Filtran Entity, including the Assets, wherever
                   situate, whether or not recorded or made subject of a lien or
                   public notice. There are no questions relating to, or claims
                   asserted for, Taxes or assessments against the Filtran Group
                   or any Filtran Entity. The federal revenue tax liability of
                   each Filtran Entity has been reviewed and determined by the
                   appropriate taxing authority, including the Canada Customs
                   and Revenue Agency, for the financial years ending in 2001
                   (and all amounts owing thereunder have

<PAGE>

                                      -18-

                   been paid). There are no agreements, waivers or other
                   arrangements providing for an extension of time with respect
                   to the assessment or reassessment of any Taxes or the filing
                   of any Tax Return by, or payment of any Tax by, or levying of
                   any governmental charge against, the Filtran Group or any
                   Filtran Entity. There are no actions, audits, assessments,
                   reassessments, suits, proceedings, investigations or claims
                   now threatened against the Filtran Group or any Filtran
                   Entity in respect of Taxes or governmental charges or any
                   matters under discussion with any governmental authority
                   relating to Taxes or governmental charges asserted by any
                   such authority. Each Filtran Entity has withheld from each
                   payment made by it the amount of all Taxes and other
                   deductions required to be withheld therefrom and has paid the
                   same to the proper taxing or other authority within the time
                   prescribed under any applicable legislation or regulation,
                   whether Canadian or foreign. The Interim Financial Statements
                   fully reflect accrued liabilities as at the end of the period
                   covered by such Interim Financial Statements for all Taxes
                   which are payable as at the end of the period covered by such
                   statements and, in the case of Taxes accruing up to and
                   including the Closing Date that are not due and payable on or
                   before the Closing Date and are not reflected in the Interim
                   Financial Statements, have accrued and are payable in the
                   ordinary and usual course of business since the date of such
                   Interim Financial Statements. Each Filtran Entity has
                   complied with all registration, reporting, collection and
                   remittance requirements in respect of all federal, provincial
                   and state tax legislation, including but not limited to, the
                   Excise Tax Act (Canada) and the Retail Sales Tax Act
                   (Ontario).

         (m)       Business Carried on in Ordinary Course - The Business is the
                   only business and undertaking in which any Filtran Entity is
                   engaged or ever has been engaged and has been carried on in
                   the ordinary and usual course since the date of the Financial
                   Statements and there has been no change in the affairs,
                   business, prospects, operations or condition of the Business,
                   financial or otherwise, or arising as a result of any
                   legislative or regulatory change, revocation of any licence
                   or right to do business, fire, explosion, accident, casualty,
                   labour problem, flood, drought, riot, storm, act of God or
                   otherwise, except changes occurring in the ordinary and usual
                   course of the Business and which, in the aggregate, have not
                   materially adversely affected and will not materially
                   adversely affect the nature and manner of conducting the
                   Business, or the operations, assets, properties, future
                   prospects or financial condition of the Filtran Group or any
                   Filtran Entity.

         (n)       Title to and Use of Properties - Each Filtran Entity has good
                   and marketable title to its Assets and all its properties and
                   assets, interests in properties and assets, real and
                   personal, tangible and intangible acquired since the date of
                   the Balance Sheet (except as since transferred, sold or
                   otherwise disposed of in the ordinary and usual course of
                   business in compliance with this Agreement), free and clear
                   of all Encumbrances of any nature or kind whatsoever, except
                   the Permitted Encumbrances. The uses to which any Real
                   Property of any Filtran Entity (including leasehold property)
                   have been put are not in breach or violation in any

<PAGE>

                                      -19-

                   respect of any statute, by-law, ordinance, regulation,
                   covenant, governmental restriction or official plan,
                   municipal or otherwise. No notice of a public taking has been
                   received regarding any real estate or properties occupied by
                   any Filtran Entity. No Filtran Entity has agreed to assign,
                   transfer or otherwise dispose of any interest in Real
                   Property owned or leased by it nor has it granted to any
                   person any right or privilege capable of becoming an
                   agreement to acquire any such interest, other than as
                   described in Schedule 4.1(n).

         (o)       Condition and Description of the Filtran Group's Assets - All
                   facilities, machinery and equipment owned and used by the
                   Filtran Group or any Filtran Entity in connection with the
                   Business, including the Assets, are in good operating
                   condition, are in a state of good repair and maintenance,
                   reasonable wear and tear excepted (including roof repairs
                   required at 229 Colonnade Road, Ottawa, Ontario in the amount
                   of $75,000), are useable in the ordinary course of the
                   Business and are in compliance with all applicable laws,
                   regulations, by-laws, ordinances and orders. All motor
                   vehicles and equipment owned or used by the Filtran Group are
                   described in Schedule 4.1(p).

         (p)       Tangible and Intangible Properties - Each Filtran Entity is
                   entitled to use all equipment, other personal property and
                   fixtures in the possession or custody of such Filtran Entity
                   which, as of the date hereof, are leased, rented, acquired
                   under a conditional sales contract or other title retention
                   document, or are held under licence or similar arrangement, a
                   list of which and of the leases, rental agreements,
                   conditional sales contracts, title retention documents,
                   licences, agreements or other documentation relating thereto
                   is set forth in Schedule 4.1(p).

         (q)       Intellectual and Industrial Property Rights - None of the
                   Vendors nor any Filtran Entity has received notice that, and
                   to the best knowledge and belief of each of Vendors and each
                   Filtran Entity, no Filtran Entity either individually or in
                   conjunction with any other Filtran Entity is infringing any
                   patent, trade-mark, trade name, copyright, proprietary or
                   similar right, domestic or foreign, of any other Person.
                   Included in Schedule 4.1(q) is a list (including, where
                   applicable, applications for registration and registration
                   particulars) of all registered service marks, registered
                   copyrights, trade names, industrial designs, trade marks, and
                   patents, both domestic and foreign, which are owned or used
                   by each Filtran Entity and each such Filtran Entity has the
                   sole and exclusive right to use the same and the same are in
                   good standing and duly registered in all appropriate offices
                   to preserve the right thereof and thereto. There are neither
                   any royalty payment nor licence fees payable to or by any
                   Filtran Entity nor any licence, registered user or other
                   agreements in respect thereof.

         (r)       Collectability of Accounts Receivable - All accounts
                   receivable, book debts and other debts due or accruing to the
                   Filtran Group or any Filtran Entity are bona fide and to the
                   best knowledge and belief of each Vendor and each Filtran
                   Entity, are good and collectible at the aggregate recorded
                   amounts thereof (subject to no

<PAGE>

                                      -20-

                   defence, counterclaim or set-off) and, in respect of those
                   having an age of not more than 120 days past due, having a
                   value of at least $900,000 as at the Closing Time.

         (s)       Leases and Licenses of Real Property - No Filtran Entity is a
                   party to or bound by any leases or licenses of real property
                   or agreements in the nature of leases or licences of real
                   property, either as lessor or lessee, or agreements to enter
                   into such leases or licences, other than those referred to in
                   Schedule 4.1(s) (in which is specified the parties, their
                   dates of execution and expiry dates, any options to renew and
                   the location of any leased or licensed lands or premises) and
                   all interests held by any Filtran Entity as lessor, lessee,
                   licensor or licensee under such leases, licences or
                   agreements and to the knowledge and belief of each of the
                   Vendors and each Filtran Entity, are free and clear of any
                   and all Encumbrances, save and except the Permitted
                   Encumbrances. All rental and other payments required to be
                   paid by or to any Filtran Entity pursuant to such leases,
                   licences or agreements have been duly paid and no Filtran
                   Entity is otherwise in default in meeting its obligations
                   under any such leases, licences or agreements. To the best
                   knowledge and belief of each of the Vendors and each Filtran
                   Entity, there are no events or circumstances which could give
                   rise to such parties claiming default by any Filtran Entity
                   under such leases, licences or agreements. No consent of any
                   parties to such leases, licences or agreements (other than
                   the consent of a Filtran Entity) is required by reason of the
                   transactions contemplated hereby except as specified in
                   Schedule  4.1(s), nor will such transactions impose
                   any more onerous obligations on any Filtran Entity under such
                   leases,  licences or agreements.

         (t)       Real Property - The Filtran Group collectively and each
                   Filtran Entity individually has and as at the Closing Date
                   will have good and marketable title to the Real Property and
                   will be the absolute legal and beneficial owner thereof free
                   and clear of any and all Encumbrances, save and except for
                   the Permitted Encumbrances. More particularly:

                   (i)     Lands - The only real property owned by the Filtran
                           Group (now or in the past) or that will at Closing be
                           owned by the Filtran Group is the Lands;

                   (ii)    Leased Premises - The Filtran Group has not in the
                           past and does not now lease or rent or have an
                           agreement to lease or rent any of its Real Property
                           to any other Person;

                   (iii)   Rights of Occupancy - The Filtran Group has not
                           sublet the whole or any part of the Lands or granted
                           to any Person any right to use or occupy the whole or
                           any part of the Lands;

                   (iv)    Governmental Plans - To the best of each Vendor's
                           knowledge and each Filtran Entity's knowledge, there
                           is no plan, study or effort by any governmental
                           authority or any non-governmental authority or agency

<PAGE>

                                      -21-

                           which may materially adversely affect the current use
                           of the Real Property for purposes of the Business;

                   (v)     Local Improvements Charges and Levies - There are
                           not: (i) any local improvement charges or special
                           levies outstanding against the Real Property known to
                           any of the Vendors or any Filtran Entity nor have any
                           of the Vendors nor any Filtran Entity received any
                           notice of proposed local improvement charges or
                           levies; (ii) any currently existing public
                           improvements which may involve any charge being
                           levied or assessed or which may result in the
                           creation of any Lien on the Real Property known to
                           any of the Vendors or any Filtran Entity; (iii) to
                           the best of each Vendor's and each Filtran Entity's
                           knowledge, any proposed federal, provincial or local
                           statute, ordinance, order, requirement, law or
                           regulation (including, but not limited to, zoning
                           changes) which may adversely affect the current use
                           of the Real Property with related amenities and
                           facilities; or (iv) any suit, action, claim or legal,
                           administrative, arbitration or other proceeding or
                           governmental investigation pending, or to the
                           knowledge of any of the Vendors or any Filtran
                           Entity, threatened or contemplated against or
                           affecting the Real Property nor, to any Vendor's or
                           any Filtran Entity's knowledge, is there any basis
                           for any such matters;

                   (vi)    Access - The Real Property has full and free legal
                           access to and from public highways or streets and, as
                           far as each Vendor and each Filtran Entity is aware,
                           there is no fact or condition which would result in
                           the interference with or termination of such access;

                   (vii)   No Expropriation - No written notice of any existing,
                           proposed or contemplated expropriation proceedings
                           that would result in the taking of all or any part of
                           the Real Property or that would adversely affect the
                           current use of the Real Property has been received or
                           is known to any of the Vendors or any Filtran Entity
                           to exist;

                   (viii)  No Encroachment onto Neighbours - To the best of each
                           Vendor's and each Filtran Entity's knowledge, the
                           Improvements are located wholly within the boundaries
                           of the Lands and the locations of the Improvements do
                           not infringe or encroach in any material respects
                           upon any registered or unregistered easement or
                           right-of-way affecting the Lands or any adjoining
                           lands;

                   (ix)    Survey - Each Filtran Entity will provide the
                           Purchaser with all surveys prepared by duly qualified
                           Ontario land surveyors in their possession or control
                           showing the boundary of the Lands, the Improvements
                           thereon and all encroachments, easements and
                           rights-of-way;

                   (x)     No Encroachment by Neighbours - To the best of each
                           Vendor's knowledge and each Filtran Entity's
                           knowledge, there are no

<PAGE>

                                      -22-

                           encroachments onto the Lands by buildings or
                           improvements owned by the owners or occupants of
                           adjoining lands that would materially interfere with
                           the use of the Lands for purposes of the Business;

                   (xi)    Realty Taxes - All municipal property taxes, local
                           improvement charges, levies and assessments due and
                           payable by any Filtran Entity as of the Closing Date
                           have been paid;

                   (xii)   Improvements - To the best of each Vendor's knowledge
                           and each Filtran Entity's knowledge, all Improvements
                           have been in all material respects constructed in a
                           good and workmanlike manner and both the construction
                           and the use thereof are in material compliance with
                           all ordinances, zoning by-laws, building codes and
                           regulations applicable thereto governing such
                           construction and use, including those of federal,
                           provincial and municipal authorities. There is no
                           defect in the design, construction or structure of
                           the Improvements or the provision of services; all
                           amounts for labour and materials relating to the
                           construction and repair of the Improvements have been
                           paid in full and no one has a right to file a
                           construction, builder's, mechanic's or similar lien
                           in respect thereof;

                   (xiii)  Utilities - The Lands are serviced by such utilities
                           and services as are required in the operation of the
                           Business. To the best of each Vendor's and each
                           Filtran Entity's knowledge, such utilities and
                           services enter the Lands through adjoining public
                           streets or if they pass through adjoining private
                           land do so in accordance with legally valid and
                           sufficient easements and all contributions and
                           utility installation costs in connection with them
                           have been paid in full except as disclosed in the
                           Balance Sheet;

                   (xiv)   Permitted Encumbrances - Each of the Permitted
                           Encumbrances are in good standing and not in default
                           and have been complied with in all material respects;

                   (xv)    Zoning - The current use of the Real Property is
                           permitted by all applicable zoning laws and
                           regulations in each jurisdiction in which such Real
                           Property is situate; and

                   (xvi)   Condominium Charges - All condominium charges, fees
                           and expenses, including common expenses, are in good
                           standing and have been paid as they have become due
                           and the rules and regulations of any condominium
                           corporation have been fully complied with in all
                           material respects.

         (u)       Compliance with Contracts - No Filtran Entity is now nor will
                   any of them be on Closing bound by any outstanding material
                   contract or commitment other than the Contracts and no
                   Filtran Entity is in material default under any Contract and
                   all such Contracts are now in good standing and in full force
                   and effect and each Filtran Entity is entitled to all rights
                   and benefits thereunder.

<PAGE>

                                      -23-

         (v)       Employees, etc. - There are set forth in Schedule 4.1(v) the
                   names and titles of all the directors and officers of each
                   Filtran Entity and of all personnel employed or engaged by
                   the Filtran Group and each Filtran Entity, together with
                   particulars of the material terms and conditions of
                   employment or engagement of such persons, including positions
                   held, age, rates of remuneration, length of service and
                   benefits. No Filtran Entity is a party to our bound by any
                   collective agreements nor is it engaged in labour
                   negotiation. No application, complaint or other proceedings
                   has been filed by or against any Filtran Entity. To the best
                   of each Vendor's and Filtran Entity's knowledge, no Filtran
                   Entity has engaged in any unfair labour practice. No employee
                   of any Filtran Entity is absent on disability. No bonus,
                   deferred compensation, profit sharing, pension, holiday pay
                   or other similar obligation is owed or accrued to any
                   employee of any Filtran Entity, except such amounts as will
                   be paid before Closing or are included in Liabilities in the
                   Interim Balance Sheet or incurred in the ordinary and usual
                   course of business since the end of the period covered by the
                   Interim Balance Sheet. All employee benefits or plans of any
                   Filtran Entity, if any, have been established, registered,
                   qualified, invested and administered in accordance with
                   applicable law in all material respects. All obligations of
                   every Filtran Entity thereunder have been satisfied and there
                   are no material defaults. No Filtran Entity may unilaterally
                   amend or terminate the said plans and no plan is subject to
                   investigation. There have been no improper withdrawals from
                   any such plans and each plan is fully funded or insured. No
                   plans provide benefits to retired employees or dependants of
                   retired employees.

         (w)       Employment Contracts, etc. - Except as disclosed on Schedule
                   4.1(w), there are no written or oral employment contracts,
                   sales, services, management or consulting agreements, or any
                   management or employee benefit, deferred compensation, profit
                   sharing, bonus arrangements or other similar agreement or
                   plan to which any Filtran Entity is a party or is otherwise
                   bound. The provisions of the agreements disclosed in Schedule
                   4.1(w) are consistent with applicable industry standards
                   respecting wages, benefits and working rules.

         (x)       Vacation Pay, etc. - All vacation pay, bonuses, commissions
                   and other emoluments for employees of each Filtran Entity are
                   reflected and have been properly accrued in the Interim
                   Financial Statements or incurred in the ordinary and usual
                   course of business since the end of the period covered by the
                   Interim Financial Statements and such accruals are adequate
                   to meet any bona fide claims of employees.

         (y)       Accuracy of Books and Records - The Books and Records of each
                   Filtran Entity, financial and otherwise, fairly and correctly
                   set out and disclose in all material respects the financial
                   position of the Filtran Group and each Filtran Entity and all
                   material financial and other transactions have been
                   accurately recorded in such Books and Records.

<PAGE>

                                      -24-

         (z)       Absence of Guarantees - No Filtran Entity has given or agreed
                   to give, or is a party or bound by, any indemnity, or any
                   guarantee of indebtedness or other obligations of third
                   parties or any other commitment by which any Filtran Entity
                   is or is contingently responsible for such indebtedness or
                   other obligations.

         (aa)      Litigation and Claims - Except as disclosed in
                   Schedule 4.1(aa):

                   (i)     there is no suit, action, litigation, labour
                           grievance or complaint, investigation, (including,
                           without limitation, investigations under human rights
                           or health and safety legislation) or administrative,
                           governmental, arbitration or other proceeding
                           (whether or not purportedly on behalf of the Filtran
                           Group or any Filtran Entity), including without
                           limitation appeals and applications for review, in
                           progress, or to the best knowledge and belief of each
                           Vendor and each Filtran Entity, pending or threatened
                           against or relating to any Vendor or Filtran Entity,
                           or affecting their respective Assets or the Business,
                           or affecting the Purchased Shares, or affecting the
                           right of the Vendors or any Filtran Entity to enter
                           into this Agreement or perform their respective
                           obligations hereunder;

                   (ii)    the Vendors are not aware (after due inquiry from the
                           senior officers of each Filtran Entity) of any
                           existing grounds upon which any suit, action,
                           litigation, labour grievance or complaint,
                           investigation or proceeding referred to in clause (i)
                           above might be commenced with any reasonable
                           likelihood of success;

                   (iii)   there is not presently outstanding against any
                           Filtran Entity any judgment, decree, injunction,
                           rule, order or award of any court, governmental
                           department, commission, board, bureau, agency,
                           instrumentality or arbitrator or any settlement
                           agreement binding upon it or any of them;

                   (iv)    none of the Vendors nor any Filtran Entity has
                           received notice of, and to the best knowledge and
                           belief of each Vendor and each Filtran Entity, there
                           are no open files, notices of violation or
                           outstanding work orders relating to the equipment,
                           building or realty owned or used by the Filtran Group
                           from or required by any police, fire department,
                           sanitation, health, worker safety or factory
                           authorities or any federal, provincial or municipal
                           authority, or any matters under discussion with any
                           such authority or department relating to open files,
                           notice of violation or work orders. No order
                           affecting any Filtran Entity has been issued or is
                           expected to be issued by the Ministry of Labour,
                           Worker's Compensation Board or any other ministry,
                           agency or authority in the Province of Ontario or the
                           State of New York; and

                   (v)     there are no proceedings, investigations, assessments
                           or claims now in affect against any Filtran Entity
                           pursuant to the ITA.

<PAGE>

                                      -25-

         (bb)      Compliance with Applicable Laws - Save and except as set out
                   in Schedule 4.1(bb), each Filtran Entity is conducting the
                   Business in compliance with all applicable laws, rules,
                   regulations, by-laws and ordinances of each jurisdiction in
                   which the Business is carried on and is not in breach of any
                   such laws, rules, regulations, by-laws and ordinances.
                   Without limiting the foregoing, each Filtran Entity has
                   obtained all licences, permits or other governmental
                   authorizations necessary to the ownership of its assets and
                   properties, including the Assets, and the conduct of its
                   Business where a failure to obtain same might adversely
                   affect the Business, or the operations, Assets or condition
                   (financial or otherwise) of such Filtran Entity. None of the
                   Vendors nor any Filtran Entity has offered, paid or agreed to
                   pay directly or indirectly any money or anything of value to
                   any individual who is or was an official of any foreign,
                   federal, provincial or local government, or any agency or
                   instrumentality thereof, or to any individual who is or was
                   an officer or employee or any present or former customer of
                   any Filtran Entity or any predecessor thereof, for the
                   purpose of or with the interest of inducing that individual
                   to use his or her influence to obtain or maintain significant
                   business for any Filtran Entity or otherwise significantly
                   affect the Business or the operations, properties or assets
                   of any Filtran Entities (financial or otherwise).

         (cc)      Bank Accounts, etc. - There is set forth in Schedule 4.1(cc)
                   the name of each bank or other depository in which any
                   Filtran Entity maintains any bank account, trust account or
                   safety deposit box and the names of all persons authorized to
                   draw thereon or who have access thereto.

         (dd)      Residence of each Vendor - Other than the Vendors listed in
                   Schedule 4.1(dd), none of the Vendors are non-residents of
                   Canada for the purposes of Section 116 of the ITA.

         (ee)      Inventories - The inventories of the Filtran Group as at the
                   Closing Time will consist solely of items of tangible and
                   intangible personal property and services of the kind and
                   quality regularly used or produced in the Business by each
                   Filtran Entity and which are of marketable quality.

         (ff)      Insurance - Each Filtran Entity maintains such policies of
                   insurance, issued by responsible insurers, as are appropriate
                   to its Business, property and assets, in such amounts and
                   against such risks as are customarily carried and insured
                   against by owners of comparable businesses, properties and
                   assets. Schedule 4.1(ff) lists all such policies together
                   with worker's compensation coverages presently maintained by
                   each Filtran Entity together with a brief description of each
                   such policy including the types of policy, name of insurer,
                   coverage limits, expiration dates and annual premiums. All
                   such policies of insurance are in full force and effect and
                   no Filtran Entity is in default, whether as to the payment of
                   premium or otherwise, under the terms of any such policy and
                   has not failed to give any notice or present any claim under
                   any such insurance policy in due and timely fashion. No
                   notice of cancellation or non-renewal with respect to, nor
                   disallowance of any

<PAGE>

                                      -26-

                   claim under or with respect to any such policy has been
                   received by any Filtran Entity. The Vendors have no knowledge
                   (after due inquiry from the officers of each Filtran Entity)
                   of any circumstances or occurrences which might form the
                   basis of a material increase in premiums.

         (gg)      Long Term Indebtedness - Except as set forth in Schedule
                   4.1(gg), no Filtran Entity has outstanding any bonds,
                   debentures, mortgages or notes, and is not under any
                   obligation to create or issue any bonds, debentures,
                   mortgages or notes. Furthermore, except as set forth in
                   Schedule 4.1(gg), no Filtran Entity has any indebtedness
                   maturing more than one year after the date of its creation or
                   issuance and no Filtran Entity is under any agreement or
                   obligation to create, incur or issue any such indebtedness.

         (hh)      Non-Arm's Length Transactions - Except as disclosed in
                   Schedule 4.1(hh), no Filtran Entity is nor has been since the
                   date of the Balance Sheet a party to any contract, agreement
                   or arrangement with any associated or affiliated corporation
                   within the meaning of the OBCA or with any of its officers,
                   directors, shareholders or employees, or former officers,
                   directors, shareholders or employees, or any other person not
                   dealing at arm's length (as such term is construed under the
                   ITA), with any of the foregoing.

         (ii)      Payments and Loans to Directors, Officers, etc. - No Filtran
                   Entity has made or authorized any payment to or conferred or
                   authorized to be conferred any benefit upon any of its
                   officers, directors, shareholders or employees, or former
                   officers, directors, shareholders or employees or to any
                   other person not dealing at arm's length (as such term is
                   construed under the ITA) with any of the foregoing, except in
                   the ordinary and usual course of the Business and at the
                   regular rates payable to them of salary, pension, bonuses,
                   rents or other remuneration of any nature and relocation
                   expenses and reimbursements and except as specifically
                   disclosed in Schedule 4.1(ii). There have not been any
                   increases in the rates of salary, pension, bonuses, rents or
                   other remuneration of any nature or relocation expenses or
                   reimbursements payable to any such person since the date of
                   the Balance Sheet except increases disclosed in Schedule
                   4.1(ii) and increases approved by the Purchaser in advance in
                   writing. Except as expressly otherwise disclosed in Schedule
                   4.1(ii), no Filtran Entity has made any loans or has any
                   indebtedness outstanding to any of its officers, directors,
                   shareholders or employees, or former officers, directors,
                   shareholders or employees or to any other person not dealing
                   at arm's length (as such term is construed under the ITA)
                   with any of the foregoing.

         (jj)      Copies of Agreements, etc. - True, correct and complete
                   copies of all Contracts have been made available for review
                   by the Purchaser.

         (kk)      Corporate Records - The Books and Records of each Filtran
                   Entity contain accurate and complete minutes of all meetings
                   of the directors and shareholders of each Filtran Entity
                   since the date of incorporation thereof (all of which
                   meetings

<PAGE>

                                      -27-

                   were duly called and held) and copies of all by-laws and
                   resolutions passed by its directors and shareholders at such
                   meetings. Each Filtran Entity's share certificate books,
                   share registers, transfer registers and other corporate
                   registers and records are complete, accurate and up-to-date.

         (ll)      Changes to Law and Technology - There are no proposed
                   environmental, safety, health or other laws, rules or
                   regulations and no new technological developments of which
                   any of the Vendors or any Filtran Entity has any knowledge
                   which might have an adverse effect on the Business or
                   operations of any Filtran Entity.

         (mm)      Absence of Unusual Transactions - Since the date of the
                   Balance Sheet and without limiting anything elsewhere
                   contained in this Agreement, no Filtran Entity has:

                   (i)     transferred, assigned, sold or otherwise disposed of
                           any of the assets shown in the Balance Sheet or
                           cancelled any debts or claims except in each case in
                           the ordinary and usual course of the Business;

                   (ii)    incurred or assumed any indebtedness, obligation or
                           liability (whether accrued, determinable, absolute,
                           contingent or otherwise), except those listed in
                           Schedule 4.1(j) and except unsecured current
                           obligations and liabilities incurred in the ordinary
                           and usual course of the Business which are not
                           materially adverse to the nature and manner of
                           conducting the Business, or the operations, assets,
                           properties, future prospects or financial condition
                           of any Filtran Entity;

                   (iii)   issued or sold any shares in its capital stock or any
                           warrants, bonds, debentures or other corporate
                           securities of any Filtran Entity or issued, granted
                           or delivered any right, option or other commitment
                           for the issuance of any such or other securities,
                           other than the issuance of 100 Special Shares of
                           TCCL;

                   (iv)    discharged or satisfied any lien or encumbrance, or
                           paid any obligation or liability (fixed or
                           contingent) other than current liabilities included
                           in the Balance Sheet, and current liabilities
                           incurred since the date thereof in the ordinary and
                           usual course of the Business;

                   (v)     declared or paid any dividend or declared or made any
                           other distribution in respect of its capital stock or
                           purchased, redeemed (except for the redemption of 100
                           Special Shares of TCCL for $100) or otherwise
                           acquired any of the shares of any Filtran Entity or
                           effected any subdivision, consolidation or
                           reclassification of or other change to any Filtran
                           Entity's capital stock, except as set out in
                           subsection 4.1(tt) below;

                   (vi)    suffered an operating loss or any extraordinary loss,
                           or waived any rights of substantial value, or entered
                           into any commitment or transaction not in the
                           ordinary and usual course of the Business where such
                           loss, rights,

<PAGE>

                                      -28-

                           commitment or transaction materially adversely
                           affects or which will materially adversely affect the
                           nature and manner of conducting the Business, or the
                           operations, assets, properties, future prospects or
                           financial condition of any Filtran Entity;

                   (vii)   amended or changed or taken any action to amend or
                           change its charter or by-laws, except for the
                           amendment by TCCL of its charter on May 29, 2002 to
                           add Special Shares, a copy of which has been
                           delivered to the Purchaser's counsel;

                   (viii)  made or made a commitment to make any general wage or
                           salary increases in respect of personnel which it
                           employs;

                   (ix)    except as disclosed in Schedule 4.1(gg), mortgaged,
                           pledged, charged, subjected to an adverse claim,
                           granted rights in, subjected to a demand, subjected
                           to a title retention agreement, subjected to lien,
                           granted a security interest in or otherwise
                           encumbered any of its assets or property, whether
                           tangible or intangible;

                   (x)     except as disclosed on Schedule 4.1(j) made or
                           authorized or intended to make any capital
                           expenditures (except expenditures in the ordinary and
                           usual course of the Business); or

                   (xi)    authorized or agreed or otherwise have become
                           committed to do any of the foregoing.

         (nn)      Other Material Contracts - No Filtran Entity has any
                   outstanding contract, lease, licence, agreement, indenture,
                   engagement, commitment or other instrument, whether written
                   or oral, of any nature or kind whatsoever (including, without
                   limitation, all tenders, quotations and orders open for
                   acceptance) which has not been disclosed to and made
                   available for inspection by the Purchaser.

         (oo)      Licenses and Permits - The Filtran Group has all Licenses and
                   Permits necessary to operate the Business and own the Assets.
                   No such License or Permit will be terminated or affected in
                   any way by reason of the acquisition of the Purchased Shares
                   by the Purchaser.

         (pp)      Consents and Approvals - Save and except for the required
                   consents and approvals as set out in Schedule 4.1(pp), all of
                   which have been obtained and shall be delivered to the
                   Purchasers on Closing, as far as each Vendor and each Filtran
                   Entity is aware, no other consents or approvals are required
                   to be obtained from or notices required to be delivered to
                   any governmental authority, other party to a contract or any
                   other Person or entity whose consent or approval is required
                   to be obtained or to which notice is required to be delivered
                   in connection with the execution and delivery of this
                   Agreement and completion of the transactions contemplated
                   hereby.

<PAGE>

                                      -29-

         (qq)      Bankruptcy - Neither the Vendors nor any Filtran Entity has
                   proposed a compromise or arrangement to its creditors
                   generally; had any petition for receiving order in bankruptcy
                   filed against it; taken any proceeding with respect to a
                   compromise or arrangement; taken any proceeding to have
                   itself declared bankrupt or wound-up; taken any proceeding to
                   have a receiver appointed over its assets; had any
                   encumbrancer take possession of any of its property; or had
                   any execution or distress become enforceable or levied upon
                   any of its property.

         (rr)      Environmental Matters -

                   (i)     Compliance with Laws - To the best of each Vendor's
                           and Filtran Entity's knowledge, the Business and the
                           Assets as carried on or used by each Filtran Entity
                           and their respective predecessors have been, are and
                           operate in material compliance with all Environmental
                           Laws;

                   (ii)    Creation of Hazardous Substances - To the best of
                           each Vendor's and Filtran Entity's knowledge, no
                           Filtran Entity nor any of their respective
                           predecessors have used any machinery, equipment or
                           facility constituting the Assets, or permitted them
                           to be used, to generate, manufacture, refine, treat,
                           transport, store, handle, dispose, transfer, produce
                           or process any Hazardous Substance, except in
                           compliance with all Environmental Laws in all
                           material respects;

                   (iii)   Proceedings - No Filtran Entity is, and has never
                           been, subject to any proceedings alleging the
                           violation of any Environmental Law applicable to the
                           Business or the Assets;

                   (iv)    Release of Substances - Neither the Vendors nor any
                           Filtran Entity knows and they have no reasonable
                           grounds to know after due inquiry and investigation,
                           of any acts or circumstances that could reasonably be
                           expected to give rise to any civil or criminal
                           proceeding or liability regarding (i) the release or
                           presence of a Hazardous Substance on land where any
                           Filtran Entity had disposed or arranged for the
                           disposal of materials arising from the conduct of the
                           Business, and (ii) the violation of any Environmental
                           Law;

                   (v)     Environmental Permits - To the best of each Vendor's
                           and Filtran Entity's knowledge, no Filtran Entity
                           presently holds any Environmental Permits and no
                           Environmental Permits are required to operate the
                           Business or own the Assets;

                   (vi)    Storage Off-Site - To the best of the Vendors' and
                           each Filtran Entity's knowledge, all Hazardous
                           Substances disposed of, treated or stored off-site of
                           the Lands have been disposed of, treated and stored
                           in material compliance with all Environmental Laws;

<PAGE>

                                      -30-

                   (vii)   Clean-up Orders - Neither the Vendors nor any Filtran
                           Entity are aware of any proceeding and have no
                           knowledge, after due inquiry and investigation, of
                           any circumstance or material facts which could, if
                           true, give rise to any proceeding, which alleges or
                           asserts that any Filtran Entity is potentially
                           responsible for a domestic or foreign federal,
                           provincial, municipal, state or local clean-up or
                           remediation as a result of Hazardous Substances or
                           for any other remedial or corrective action
                           whatsoever under an Environmental Law;

                   (viii)  Maintenance of Records - To the best of each Vendor's
                           and Filtran Entity's knowledge, each Filtran Entity
                           has in all material respects maintained all
                           environmental and operating documents and records
                           relating to the Business and the Assets in the manner
                           and for the time periods required by any
                           Environmental Law and has never had conducted an
                           environmental audit of the Business and Assets. For
                           purposes of this section, an environmental audit
                           shall include any evaluation, assessment, review or
                           study performed at the request of or on behalf of the
                           Purchaser, a prospective Purchaser of the Business or
                           the Assets or a court of governmental authority;

                   (ix)    Storage Tanks - To the best of each Vendor's and each
                           Filtran Entity's knowledge, no active or inactive
                           underground storage tanks are or have been located on
                           or in the Lands; and

                   (x)     Pending Legislation - Neither the Vendors nor any
                           Filtran Entity has any knowledge of any pending or
                           proposed changes to Environmental Laws which would
                           render illegal or materially restrict the operation
                           of the Business or the use of the Assets.

         (ss)      Sale - Other than this Agreement, there is no agreement,
                   option or other right or privilege outstanding in favour of
                   any Person for the purchase from the Vendors of the Purchased
                   Shares or from any Filtran Entity of any of the Assets.
                   Except in the ordinary and usual course of business or with
                   the prior written consent of the Purchaser, no Filtran Entity
                   has sold any Assets reflected in the Interim Balance Sheet
                   and shall not sell any such Assets prior to Closing.

         (tt)      Dividends, Distributions - Since the date of the Financial
                   Statements, no Filtran Entity has issued any dividend or made
                   any other distribution to any of its Shareholders nor shall
                   any such distribution be made prior to Closing, save and
                   except for a cash dividend of up to $400,000 by Filtran
                   Canada to TCCL and a dividend of up to $400,000 by TCCL to
                   1497230 Ontario Inc. that may be declared and paid on or
                   before Closing, provided that after taking into account such
                   declaration and payment, the consolidated cash balance of the
                   Filtran Group as determined on Closing and reflected in the
                   Final Balance Sheet shall not be less than $150,000 and the
                   ratio of consolidated current assets to consolidated current

<PAGE>

                                      -31-

                   liabilities of the Filtran Group on Closing as reflected in
                   the Final Balance Sheet shall not be less than 1.5 to 1.0.

         (uu)      Third Party Discussions - The Purchaser will not incur any
                   liability in connection with the consummation of the
                   transactions contemplated by this Agreement to any third
                   party with whom any of the Vendors or any Filtran Entity or
                   their respective agents and affiliates have had discussions
                   regarding the disposition of the Purchased Shares.

         (vv)      Full Disclosure - None of the foregoing representations and
                   statements of fact contains any untrue statement of material
                   fact or omits to state any material fact necessary to make
                   any such statement or representation not misleading to a
                   prospective purchaser of the Purchased Shares seeking full
                   information as to the Filtran Group or any Filtran Entity or
                   their respective properties, businesses or affairs including,
                   without limitation, the Business and the Assets.

4.2                No Change - All the covenants, representations and
warranties of each of the Vendors and each Filtran Entity, were true and correct
as of the date of the Financial Statements, are true and correct as of the
Effective Date and will be true and correct as of the Closing Date.

4.3                Reliance - Each Vendor and each Filtran Entity hereby
expressly acknowledges that the Purchaser is relying upon the covenants,
representations and warranties of the Vendors contained in this Agreement and in
any agreement, certificate or other document delivered pursuant hereto in
connection with the purchase of the Purchased Shares hereunder.

                                   ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

5.1                Representations and Warranties of the Purchaser - The
Purchaser hereby covenants, represents and warrants to each of the Vendors and
each Filtran Entity as follows, acknowledging that the Vendors and each Filtran
Entity are relying upon such covenants, representations and warranties in
connection with entering into this Agreement and completing the transactions
contemplated thereby:

         (a)       Organization and Good Standing - The Purchaser is a
                   corporation duly incorporated and organized, validly
                   existing, in good standing and is up to date in all of the
                   filings and registrations required under the laws of the
                   Province of Ontario.

         (b)       Due Authorization, etc. - The Purchaser has all necessary
                   corporate power, authority and capacity to enter into this
                   Agreement and the agreements and other instruments
                   contemplated herein and to perform its obligations hereunder
                   and thereunder. The execution and delivery of this Agreement
                   and the agreements and other instruments contemplated herein
                   and the performance of the transactions contemplated
                   hereunder and thereunder have been duly authorized by all
                   necessary corporate action on the part of the Purchaser.

<PAGE>

                                      -32-

         (c)       Valid and Binding Obligation - This Agreement constitutes and
                   the agreements and other instruments contemplated herein when
                   executed will constitute valid and binding obligations of the
                   Purchaser enforceable against the Purchaser in accordance
                   with the terms hereof and thereof subject to limitation with
                   respect to enforcement imposed in connection with laws
                   affecting the rights of creditors generally including,
                   without limitation, applicable bankruptcy, insolvency,
                   moratorium, reorganization or similar laws and to the extent
                   that equitable remedies such as specific performance and
                   injunction are in the discretion of the court from which they
                   are sought.

         (d)       No Violation - The Purchaser is not a party to, bound by or
                   subject to any indenture, mortgage, lease, agreement,
                   instrument, charter or by-law provision, statute, regulation,
                   order, judgment, decree or law which would be violated,
                   contravened or breached by, or under which any default would
                   occur as a result of the execution and delivery by the
                   Purchaser of this Agreement or the performance by the
                   Purchaser of any of the terms hereof.

         (e)       Securities Law - The Purchaser is a reporting issuer in the
                   Provinces of Alberta, British Columbia and Ontario and is
                   duly registered as a public company with the SEC.

         (f)       Residence - The Purchaser is not a non-Canadian for the
                   purposes of the Investment Canada Act (Canada).

5.2                Reliance - The Purchaser hereby expressly acknowledges that
the Vendors are relying upon the covenants, representations and warranties of
the Purchaser contained in this Agreement or in any agreement, certificate or
other document delivered pursuant hereto in connection with the sale of the
Purchased Shares hereunder.

                                   ARTICLE VI
                         NO BROKER AND EXCLUSIVE DEALING

6.1                No Broker - Each of the parties hereto represents and
warrants to the others that neither of them have entered into any commitment or
engagement with a broker or agent that may give rise to any valid claim against
the other for a brokerage commission, finder's fee or other like payment in
respect of any matter contemplated by the Agreement.

6.2                Exclusive Dealing - Until the later of the Closing Time or
other termination of this Agreement, the Vendors and each Filtran Entity,
together and individually, agree not to directly or indirectly through
intermediaries or otherwise enter into any agreement, discussion or negotiation
with, or provide information to, any other corporation, firm or any other person
or solicit, encourage, entertain or consider any inquiries or proposals, with
respect to:

         (a)       any offers to purchase all or any portion of the Purchased
                   Shares;

         (b)       the possible disposition of a material portion of the
                   Business or the Assets; or

<PAGE>

                                      -33-

         (c)       any business combination involving any Filtran Entity,
                   whether by way of merger, consolidation, share exchange or
                   other transaction.

                                   ARTICLE VII
            CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PURCHASER
            AND THE VENDORS OF THEIR OBLIGATIONS UNDER THIS AGREEMENT

7.1                Purchaser's Conditions - The obligation of the Purchaser to
complete the purchase of the Purchased Shares hereunder will be subject to the
satisfaction of, or compliance with, at or before the Closing Time, each of the
following conditions precedent (each of which is hereby acknowledged to be
inserted for the exclusive benefit of the Purchaser and may be waived by the
Purchaser in whole or in part):

         (a)       Truth and Accuracy of Representations of Vendors at Closing
                   Time - All of the representations and warranties of the
                   Vendors made in or pursuant to this Agreement (including the
                   Schedules hereto) or in agreement, certificate or other
                   document delivered or given pursuant to this Agreement,
                   including, without limitation, the representations and
                   warranties set forth in Article IV, will be true and correct
                   in all material respects as at the Closing Time and with the
                   same effect as if made at and as of the Closing Time (except
                   as such representations and warranties may be affected by the
                   occurrence of events or transactions expressly contemplated
                   and permitted hereby).

         (b)       Performance of Obligations - The Vendors will have complied
                   with and performed in all respects its obligations, covenants
                   and agreements herein.

         (c)       Consents, Authorizations and Registrations - Except for a
                   consent required for the TD Mortgage under the lease
                   described in Schedule 4.1(s) and not yet received, all
                   consents, approvals, orders and authorizations of any persons
                   or governmental or administrative authorities in Canada, the
                   United States or elsewhere (or registrations, declarations,
                   filings or recordings with any such authorities), including
                   any such consents or approvals required under any of the
                   leases or licences of real property listed in Schedule
                   4.1(s), in form and terms satisfactory to counsel for the
                   Purchaser and compliance with any conditions thereof required
                   in connection with the completion of any of the transactions
                   contemplated by this Agreement, the execution of this
                   Agreement, the Closing or the performance of any of the terms
                   and conditions hereof will have been obtained on or before
                   the Closing Time.

         (d)       Legal Matters - The title of the Filtran Group to its assets
                   and undertaking, the form of and documentation relating to
                   the transfer of the Purchased Shares by the Vendors to the
                   Purchaser, the legality of the incorporation and organization
                   of the Filtran Group, the due creation and issuance as fully
                   paid of all of the outstanding shares in the capital of the
                   Filtran Group and all corporate proceedings of the Filtran
                   Group, its shareholders and directors, and all matters which
                   in the

<PAGE>

                                      -34-

                   reasonable opinion of counsel for the Purchaser are material
                   in connection with the transactions herein contemplated will
                   be subject to the favourable opinion of such counsel and all
                   relevant documents, records and information will be made
                   available by the Vendors for review by such counsel for that
                   purpose.

         (e)       Due Diligence - The Purchaser shall have conducted and
                   completed a due diligence investigation with respect to each
                   Filtran Entity, the Business and the Assets and any other
                   matter relating to any aspect of the transactions
                   contemplated hereunder, including the ability of any party
                   hereto to receive all required approvals in respect of the
                   transactions contemplated hereunder, and, in its sole and
                   absolute discretion, shall have been satisfied in all
                   respects with the results of such due diligence
                   investigation, provided that such investigations must be
                   completed on or before the Closing Date.

         (f)       Material Adverse Change - There shall have been no Material
                   Adverse Change since the date of the Interim Financial
                   Statements.

7.2                Vendors' Conditions - The obligation of the Vendors to
complete the sale of the Purchased Shares hereunder will be subject to the
satisfaction of or compliance with, at or before the Closing Time, each of the
following conditions precedent (each of which is hereby acknowledged to be
inserted for the exclusive benefit of the Vendors and may be waived by the
Principal, on behalf of the Vendors, in whole or in part):

         (a)       Truth and Accuracy of Representations of Purchaser at Closing
                   Time - All of the representations and warranties of the
                   Purchaser made in or pursuant to this Agreement (including
                   the Schedule hereto) or in any agreement, certificate or
                   other document delivered or given pursuant to this Agreement,
                   including without limitation the representations and
                   warranties set forth in Article V hereof, will be true and
                   correct in all material respects as at the Closing Time and
                   with the same effect as if made at and as of the Closing
                   Time.

         (b)       Performance of Obligations - The Purchaser will have complied
                   with and performed in all respects all its obligations,
                   covenants and agreements herein.

7.3                Non-Performance of Conditions for the Benefit of the
Purchaser - In the event that any of the conditions set forth in Section 7.1
will not be fulfilled and/or performed at or before the Closing Time, the
Purchaser in its sole discretion may either (i) terminate this Agreement by
notice in writing to the Principal, in which event the Purchaser will thereupon
be released from all obligations under this Agreement and, unless the Purchaser
can show that the condition for which the Purchaser has terminated this
Agreement could reasonably have been performed or complied with or caused to be
performed or complied with by the Vendors, then the Vendors will also be
released from all obligations under this Agreement, or (ii) waive any of the
said conditions in whole or in part at any time if it shall see fit to do so,
without prejudice to its right of termination in the event of a non-fulfilment
and/or non-performance of any other condition or conditions in whole or in part,
any such waiver to be binding upon the Purchaser only if the same is given by
the Purchaser in writing.

<PAGE>

                                      -35-

7.4                Non-Performance of Conditions for the Benefit of the Vendors
- In the event that any of the conditions set forth in Section 7.2 will not be
fulfilled and/or performed at or before the Closing Time, the Principal in his
sole discretion may either (i) terminate this Agreement by notice from the
Principal in writing to the Purchaser, and the Vendors will thereupon be
released from all obligations under this Agreement and, unless the Principal can
show that the condition for which the Principal has terminated this Agreement
could reasonably have been performed or complied with or caused to be performed
or complied with by the Purchaser, then the Purchaser will also be released from
all obligations under this Agreement; or (ii) waive any of the said conditions
in whole or in part at any time if it should see fit to do so, without prejudice
to its right of termination in the event of a non-fulfilment and/or
non-performance of any other condition or conditions, in whole or in part, any
such waiver to be binding upon the Vendors only if the same is given by the
Principal in writing.

7.5                Acceptance of Notice of Non-Fulfilment

         (a)       The Purchaser covenants and agrees that in the event that at
                   the Closing Time, any condition or conditions for the benefit
                   of the Purchaser set out in this Article VII have not been
                   fulfilled and/or performed to the reasonable satisfaction of
                   the Purchaser and such condition or conditions is or are not
                   reasonably capable of being fulfilled and/or performed or
                   caused to be fulfilled and/or performed by the Vendors, and
                   the Vendors have, at or prior to the Closing Time, made
                   complete and accurate disclosure in writing, referring
                   specifically to the provisions of this Section 7.5 to the
                   Purchaser of the facts relating to its failure to fulfill
                   and/or perform such condition or conditions, and the
                   Purchaser elects to complete the purchase and sale of the
                   Purchased Shares, except as otherwise agreed by the Purchaser
                   and the Vendors, the Vendors will not be liable to the
                   Purchaser hereunder for breach of any covenant,
                   representation or warranty in respect of the matter so
                   disclosed.

         (b)       The Vendors covenant and agree that in the event that at the
                   Closing Time, any condition or conditions for the benefit of
                   the Vendors set out in this Article VII have not been
                   fulfilled and/or performed to the reasonable satisfaction of
                   the Vendors and such condition or conditions is or are not
                   reasonably capable of being fulfilled and/or performed or
                   caused to be fulfilled and/or performed by the Purchaser, and
                   the Purchaser has, at or prior to the Closing Time, made
                   complete and accurate disclosure in writing, referring
                   specifically to the provisions of this Section 7.5 to the
                   Vendors of the facts relating to its failure to fulfill
                   and/or perform such condition or conditions, and the Vendors
                   elect to complete the purchase and sale of the Purchased
                   Shares, except as otherwise agreed by the Purchaser and the
                   Vendors, the Purchaser will not be liable to the Vendors
                   hereunder for breach of any covenant, representation or
                   warranty in respect of the matter so disclosed.

<PAGE>

                                      -36-

                                  ARTICLE VIII
                   COVENANTS OF THE VENDORs AND THE PURCHASER

8.1                Investigations - The Vendors will cause each Filtran Entity
to permit the Purchaser and its employees, agents, counsel and accountants and
other representatives, between the date hereof and the Closing Time, without
interference to the ordinary conduct of the Business, to have free and
unrestricted access during normal business hours to the premises and personnel
of the Filtran Group, to all the books, accounts, records and other data of the
Filtran Group (including, without limitation, all corporate, accounting and tax
records, guarantees, agreements, title documentation, surveys, minute books,
share certificate books, tax returns and related correspondence, and financial
statements of the Filtran Group) and to the properties and assets of each
Filtran Entity, and to furnish to the Purchaser such financial and operating
data and other information with respect to the Business, legal condition,
properties and Assets of the Filtran Group as the Purchaser will from time to
time consider necessary or desirable to enable confirmation of the matters
represented, warranted and covenanted herein. Without limiting the generality of
the foregoing, it is agreed that the accounting representatives of the Purchaser
will be afforded ample opportunity to make a full investigation of all aspects
of the financial affairs of the Filtran Group and each Filtran Entity.

8.2                Confidentiality - In the event of the termination of this
Agreement without consummation of the transactions contemplated hereby, the
Purchaser will use its best efforts to keep confidential any information (unless
in the public domain) obtained from the Filtran Group and the Vendors. If this
Agreement is so terminated, promptly after such termination, all documents,
working papers and other written material obtained from one party in connection
with this Agreement and not theretofore made public (including all copies
thereof), will be returned to the party which provided such material or, in lieu
thereof, a certificate in writing confirming that the information in question
has been destroyed.

8.3                Non-Waiver - No investigations made by or on behalf of the
Purchaser at any time will have the effect of waiving, diminishing the scope of
or otherwise affecting any representation, warranty or covenant made by the
Vendors herein or in any agreement, certificate or any other document delivered
or given pursuant hereto.

8.4                Covenants of the Vendors - The Vendors covenant and agree
that the Vendors will do the following:


         (a)       Corporate Documents - Forthwith following the execution of
                   this Agreement, the Vendors will supply the Purchaser with
                   the certificates of incorporation and any articles of
                   amendment or amalgamation of each Filtran Entity and all
                   minute and share certificate books of each Filtran Entity.
                   Any deficiencies discovered by the Purchaser following an
                   investigation of such documents, and records, will be
                   corrected to the satisfaction of the Purchaser prior to the
                   Closing Date. A copy of any resolution or by-law passed or
                   minutes of any meeting held by the directors or shareholders
                   of any Filtran Entity between the date hereof and the Closing
                   Date will be delivered to the Purchaser prior to such date.

<PAGE>

                                      -37-

         (b)       Conduct Business in Ordinary Course - Except as otherwise
                   contemplated or permitted by this Agreement, the Vendors will
                   cause each Filtran Entity during the period from the date of
                   this Agreement to the Closing Time, to conduct the Business
                   in the ordinary and usual course thereto and not, without the
                   prior written consent of the Purchaser, to enter into any
                   transaction or do any thing which, if effected before the
                   date of this Agreement, would constitute or would cause a
                   material breach of the covenants, representations and
                   warranties contained herein. On or before the third Business
                   Day prior to Closing, the Vendors will provide the Purchaser
                   with updated management prepared unaudited Interim Financial
                   Statements for the Filtran Group and each Filtran Entity as
                   of March 31, 2002, which will be certified by the Principal
                   and comprehensively reflect all Material Adverse Changes and
                   the financial position of the Filtran Group and each Filtran
                   Entity from the date of the Financial Statements up to such
                   date.

         (c)       Correctness of Representations and Warranties - The Vendors
                   will cause each of the covenants, representations and
                   warranties of the Vendors and each Filtran Entity contained
                   herein, including, without limitation, those set out in
                   Article IV, to remain true and correct until and at each of
                   the Effective Date and the Closing Time.

         (d)       Continue Insurance - The Vendors will cause each Filtran
                   Entity during the period from the date of this Agreement to
                   the Closing Time, to continue in force and effect, and to
                   renew, when necessary, all existing policies of insurance
                   presently maintained by each Filtran Entity and to give all
                   notices and present all claims under all such policies of
                   insurance in due and timely fashion and to promptly advise
                   the Purchaser of any such claims.

         (e)       Perform Obligations - The Vendors will cause each Filtran
                   Entity during the period from the date of this Agreement to
                   the Closing Time, to comply with all laws and other
                   obligations affecting the operation of the Business and to
                   pay, as they become due, all required Taxes and tax
                   installments, including without limitation, income,
                   corporate, retail, excise and realty taxes.

         (f)       Transfer of Purchased Shares - The Vendors will take and
                   cause each Filtran Entity to take all necessary steps and
                   proceedings as are necessary to permit all of the Purchased
                   Shares to be duly and regularly transferred to the Purchaser
                   or as it may otherwise direct in writing at the Closing.

         (g)       Resignation of Directors and Officers - The Vendors will
                   cause such directors and officers of each Filtran Entity as
                   may be required by the Purchaser to resign in favour of
                   nominees of the Purchaser, such resignations to be effective
                   as at the Closing Time, and will cause the board of directors
                   and officers of each Filtran Entity at the Closing Time to be
                   those persons nominated by the Purchaser provided that, while
                   any amount owing under the Promissory Note (excluding any
                   amounts paid into the Adjustment Escrow) is outstanding, the
                   Purchaser will

<PAGE>

                                      -38-

                   ensure that the Principal or his nominee shall be entitled to
                   directors of each Filtran Entity.

         (h)       Resignation of Auditors - The Vendors will cause Filtran
                   Accountants to resign, such resignation to be effective as at
                   the Closing Time.

         (i)       Evidence of Payments of Tax and Title - Upon request, the
                   Vendors will furnish the Purchaser with evidence satisfactory
                   to the Purchaser, acting reasonably, that at the Closing Time
                   there are no arrears of or liabilities for Taxes, rates,
                   assessments or other charges adversely affecting the Assets
                   not shown as accruals or allowances on the Financial
                   Statements, except Taxes, rates, assessments or other charges
                   accruing in the ordinary and usual course of the Business
                   subsequent to the date of the Financial Statements and that
                   at the Closing Time all of the assets of the Filtran Group
                   will be owned by the Filtran Group with good and marketable
                   title thereto, free and clear of all Encumbrances of any
                   nature or kind whatsoever, save and except the Permitted
                   Encumbrances.

         (j)       Representation Evidence by the Vendors - Upon request, the
                   Vendors will furnish the Purchaser at the Closing Time with
                   evidence (which may include statutory declarations made by
                   the Vendors and officers of each Filtran Entity) satisfactory
                   to the Purchaser that the facts with respect to each of the
                   representations and warranties of the Vendors and each
                   Filtran Entity contained herein or in any Agreement,
                   certificate or any other document delivered or given pursuant
                   hereto, are true and correct as at each of the Effective Date
                   and the Closing Time, provided that the receipt of such
                   evidence and the closing of the transaction of purchase and
                   sale herein will not act as a waiver of the covenants,
                   representations and warranties of the Vendors and each
                   Filtran Entity contained herein or any agreement, certificate
                   or any other document delivered or given pursuant hereto,
                   which covenants, representations and warranties will continue
                   in full force and effect as provided for herein.

         (k)       Payments of Taxes - The Vendors will cause each Filtran
                   Entity, up to the Closing Date, to duly and expeditiously
                   file all Tax Returns required to be filed by it (all such
                   returns being subject to the prior approval of the Purchaser)
                   and, except where otherwise specified by the Purchaser, to
                   promptly pay all Taxes, assessments and governmental charges
                   which are claimed by any governmental authority to be due and
                   owing; not suffer or permit any Filtran Entity, without the
                   prior consent of the Purchaser, to enter into any agreement,
                   waiver or other arrangement providing for an extension of
                   time with respect to the filing of any Tax Return or the
                   payment or assessment of any tax, governmental charge or
                   deficiency.

         (l)       No Encumbrances - The Vendor will transfer the Purchased
                   Shares to the Purchaser at the Closing Time free and clear of
                   all Encumbrances of any nature or kind whatsoever.

<PAGE>

                                      -39-

         (m)       Opinion of Counsel for the Vendors and the Filtran Group -
                   The Vendors will cause to be delivered to the Purchaser at
                   the Closing Time an opinion dated the Closing Date, from
                   counsel for the Vendors and each Filtran Entity substantially
                   in the form annexed hereto as Schedule 8.4(m) which shall not
                   include a title opinion in respect of all Real Property and a
                   title opinion in respect of the Real Property located in
                   Ontario substantially in the form annexed hereto as Schedule
                   8.4(m.1) within 30 days of the Closing Date.

         (n)       Release of the Filtran Group - The Vendors will deliver and
                   cause to be delivered to the Purchaser at the Closing Time
                   executed releases by the Vendors and by each director and
                   officer of each Filtran Entity and such other Persons as the
                   Purchaser may specify, each such release to be in the form
                   annexed hereto as Schedule 8.4(n).

         (o)       Deliveries and Assurances - The Vendors will deliver and
                   cause to be delivered to the Purchaser at the Closing Time
                   all required deliveries as set out herein, including the
                   Filtran Documents, together with all assurances, transfers,
                   assignments, certificates and other documents as the
                   Purchaser's solicitors consider reasonably necessary or
                   desirable to validly and effectively complete the
                   transactions contemplated by this Agreement including,
                   without limitation, the transfer of the Purchased Shares from
                   the Vendors to the Purchaser.

8.5                Covenants of the Purchaser - The Purchaser covenants and
agrees that the Purchaser will do the following:

         (a)       Correctness of Representations and Warranties - The Purchaser
                   will cause each of the covenants, representations and
                   warranties of the Purchaser contained herein, including,
                   without limitation, those set out in Article V of this
                   Agreement, to remain true and correct until and at each of
                   the Effective Date and the Closing Time.

         (b)       Representation Evidence by the Purchaser - The Purchaser will
                   furnish the Vendors at the Closing Time with evidence (which
                   may include a statutory declaration made by an officer of the
                   Purchaser) satisfactory to the Vendors that the facts with
                   respect to each of the representations and warranties of the
                   Purchaser contained herein are true and correct as at each of
                   the Effective Date and Closing Time, provided that the
                   receipt of such evidence and the closing of the transaction
                   of purchase and sale herein will not act as a waiver of the
                   covenants, representations and warranties of the Purchaser
                   contained herein, which covenants, representations and
                   warranties will continue in full force and effect as provided
                   for herein.

         (c)       Opinion of Counsel for the Purchaser - The Purchaser will
                   cause to be delivered to the Vendors and the Filtran Group at
                   the Closing Time an opinion dated the Closing Date, from
                   counsel for the Purchaser in the form annexed hereto as
                   Schedule 8.5(c).

<PAGE>

                                      -40-

         (d)       Deliveries and Assurances - The Purchaser will deliver and
                   caused to be delivered at the Closing Time to the Vendors all
                   required deliveries as set out herein, including the
                   Purchaser Documents, together with all other documents as the
                   Vendors' solicitors consider reasonably necessary or
                   desirable to validly and effectively complete the
                   transactions contemplated by this Agreement.

8.6                Final Balance Sheet

         (a)       The Purchaser and the Principal, acting reasonably and in
                   good faith, covenant and agree to fully co-operate to
                   complete the Final Balance Sheet, in form satisfactory to the
                   Purchaser and Principal and their respective auditors, all
                   acting reasonably, within 30 days of the Closing Date (the
                   "Delivery Date"). Unless notice in writing (the "Dispute
                   Notice") is received by either party from the other raising a
                   dispute (the "Dispute") as to the final form or content of
                   the Final Balance Sheet within twenty (20) Business Days of
                   the Delivery Date (the "Deadline"), then the Final Balance
                   Sheet shall be deemed to be final and binding upon all
                   parties to this Agreement. If a Dispute Notice is received by
                   either the Purchaser or the Principal from the other on or
                   before the Deadline, the Dispute shall be settled by an
                   independent chartered accountant (the "Independent
                   Accountant") appointed under this section.

         (b)       If a Dispute Notice is received by either the Purchaser or
                   the Principal on or before the Deadline, then the Purchaser
                   and the Principal, acting reasonably and in good faith, shall
                   jointly appoint the Independent Accountant and shall instruct
                   the Independent Accountant to determine the Dispute within
                   thirty (30) days following his appointment. Notwithstanding
                   any other provision herein, the determination of the
                   Independent Accountant as to the Dispute shall be final and
                   binding upon all parties to this Agreement.

         (c)       If the Purchaser and the Principal fail to jointly appoint
                   the Independent Accountant on or before the tenth (10th)
                   Business Day following receipt by either of the Dispute
                   Notice, then the Purchaser and the Principal shall within a
                   further five (5) Business Days, each appoint one arbitrator.
                   The arbitrators so appointed shall then meet and appoint an
                   Independent Auditor. In the event that either the Purchaser
                   or the Principal fails to appoint an arbitrator within the
                   required time period, then the sole arbitrator appointed
                   shall be entitled to select the Independent Accountant.

         (d)       The Independent Accountant shall have access to the books,
                   accounts, records, vouchers, cheques, papers and documents
                   of, or which may in any manner whatsoever affect the Filtran
                   Group. The Principal and the Purchaser shall co-operate with
                   the Independent Accountant and shall provide all information
                   and documents reasonably requested by the Independent
                   Accountant.

         (e)       All reasonable fees, disbursements and other costs and
                   expenses associated with the determination of the Dispute by
                   the Independent Accountant in accordance

<PAGE>

                                      -41-

                   with the provisions of this Article VIII shall be borne
                   equally by the Purchaser and the Principal.

                                   ARTICLE IX
                     SURVIVAL OF REPRESENTATIONS, WARRANTIES
                   AND COVENANTS OF THE VENDORs AND PURCHASER

9.1                Survival of Representations, Warranties and Covenants of the
Vendors - The representations, warranties and covenants of the Vendors contained
in this Agreement or in any agreement, certificate or any other document
delivered or given pursuant to this Agreement will survive the completion of the
transactions contemplated by this Agreement and, notwithstanding such completion
or any investigation made by or on behalf of the Purchaser, will continue in
full force and effect for the benefit of the Purchaser as to tax matters until
the expiry of any reassessment or appeal periods, as to matters relating to
title to the Purchased Shares, the Business or Assets or relating to
environmental matters, for a period of five (5) years from the Closing Date, and
as to all other matters for a period of two (2) years from the Closing Date,
subject to Article X. Notwithstanding the foregoing, if a clean environmental
report is obtained in respect of the Real Property prior to the first
anniversary of the Closing Date (e.g. does not advise that any Filtran Entity is
potentially responsible for a domestic or foreign federal, provincial,
municipal, state or local clean-up or remediation as a result of Hazardous
Substances or for any other remedial or corrective action whatsoever under an
Environmental Law), the representations, warranties and covenants of the Vendors
contained in this Agreement relating to environmental matters only shall expire
as of the date of such report.

9.2                Survival of Representations, Warranties and Covenants of the
Purchaser - The covenants, representations and warranties of the Purchaser
contained in this Agreement or in any agreement, certificate or any other
document delivered or given pursuant to this Agreement will survive the
completion of the transactions contemplated by this Agreement and,
notwithstanding such completion or any investigation made by or on behalf of the
Vendors, will continue in full force and effect for the benefit of the Vendors
for a period of two (2) years from the Closing Date, subject to Article X.
Notwithstanding the foregoing, all covenants of the Purchaser or the Filtran
Group in connection with the payment of the Promissory Note and any security
over any assets of the Filtran Group granted by the Purchaser or any Filtran
Entity as collateral security for the Promissory Note shall survive until the
Promissory Note has been paid in full in accordance with its terms and subject
to the Adjustments, if any, or otherwise satisfied pursuant to the realization
of such collateral security.

                                    ARTICLE X
                                 INDEMNIFICATION

10.1               Principal to Indemnify - Subject to the limitations
hereinafter provided in this Article X, the Principal covenants and agrees to
indemnify and save harmless the Purchaser and each Filtran Entity, their
respective officers, directors, shareholders, lenders and affiliates, of and
from (collectively, the "Claims"):

<PAGE>

                                      -42-

         (a)       any Excluded Liability;

         (b)       all contingent Liabilities which any Filtran Entity or the
                   Purchaser becomes obligated to pay, existing at the Closing
                   Time, not disclosed or reflected in the Financial Statements
                   or elsewhere in this Agreement (including the Schedules
                   hereto);

         (c)       any assessment or reassessment for Taxes for any period up to
                   and including the Closing Date for which no adequate reserve
                   has been provided and disclosed or reflected in the Interim
                   Financial Statements or which arises in the ordinary and
                   usual course of business during the period form the last day
                   covered by the Interim Financial Statements to the Closing
                   Date, except to the extent that the assessment or
                   reassessment disallows an expense or a deduction claimed by
                   any Filtran Entity the amount of which said Filtran Entity is
                   or will be entitled, for any subsequent taxation year, to
                   claim as capital cost allowances pursuant to the regulations
                   to the ITA or claim as an expense or other deduction in
                   computing its income under the ITA in which case the
                   Principal will bear the full risks of any interest or
                   penalties attributable to such timing difference;

         (d)       any loss suffered by the Purchaser or any Filtran Entity as a
                   result of any breach of any representation or warranty or
                   non-fulfilment of any covenant or agreement of any of the
                   Vendors or any Filtran Entity contained in this Agreement or
                   in any agreement, certificate or other document delivered or
                   given pursuant to this Agreement;

         (e)       any claims by or liabilities to any third party with whom the
                   Vendors or any Filtran Entity or their respective agents and
                   affiliates have had discussions regarding the disposition of
                   the Purchased Shares made or incurred in relation to or as a
                   result of or in connection with the consummation of the
                   transactions contemplated by this Agreement; and

         (f)       all claims, actions, causes of action, damages, losses,
                   liabilities, demands, costs and expenses (including legal
                   expenses on a solicitor-client basis) in respect of the
                   foregoing.

Subject to the limitations hereinafter provided in this Article X, the liability
of the Principal under this Section 10.1 will cease upon the expiration of the
respective limitation periods set out in Article IX unless the Principal will
have been given notice by the Purchaser of any Claim hereunder pursuant to this
Section 10.1 prior to such date in which event the limitation period will not
apply with respect to such claim.

10.2               Notification to Vendors - The Purchaser will forthwith notify
the Principal of any debts, liabilities, contracts, engagements, assessments,
reassessments or losses, or other amounts for which the Vendors may be liable
under Section 10.1 and the Principal will have the right to participate in any
negotiations with respect thereto. If any Filtran Entity receives an assessment
or reassessment in respect of which the indemnity of the Principal hereunder may

<PAGE>

                                      -43-

extend or relate, the Purchaser will cause such Filtran Entity forthwith after
receipt thereof to deliver to the Principal a copy of such assessment or
reassessment and the Purchaser will notify the Principal of its Claim, if any,
against the Principal under the within indemnity within 45 days after receipt of
such assessment or reassessment and the Purchaser will be entitled to take all
action necessary to preserve any Filtran Entity's right to object to the
assessment or reassessment.

10.3               Right of Vendors to Defend - The Principal will at all times
have the right at his sole and only expense to participate in any negotiations
regarding, and dispute and contest in the name of any Filtran Entity, any Claim
for amounts for which the Principal may be liable under Section 10.1 and so long
as the Principal is defending such claim in good faith, the Purchaser will not
settle or compromise the same; provided, however, that with respect to any
assessment or reassessment for income, corporate, sales, excise or other tax,
the right of the Principal to so contest will only apply after the payment of
any such assessment or reassessment by the Principal on behalf of any Filtran
Entity if payment is, at law, a pre-condition to the right to contest the
assessment or reassessment. If the Principal does not elect to defend such
claim, the Purchaser will have no obligation to do so. The payment of any such
assessment or reassessment by the Principal on behalf of any Filtran Entity will
be repaid to the Principal if repaid by the taxing authority, together with any
interest thereon paid by the taxing authority; provided, however, that
notwithstanding anything elsewhere contained in this Section 10.3, if any such
contest or settlement will also involve matters which could affect the future
tax liabilities of any Filtran Entity or the Purchaser, then any such contest or
settlement must be handled or conducted to the mutual satisfaction and agreement
of the Principal, the Filtran Entities and the Purchaser. The Purchaser will
fully cooperate and will cause each Filtran Entity to fully cooperate with the
Principal and its counsel in any proceedings with respect to any such amounts
and will give the Principal reasonable access to all documents relating thereto.

10.4               Purchaser to Indemnify - Subject to the limitations
hereinafter provided in this Article X, the Purchaser covenants and agrees to
indemnify and save harmless the Vendors of and from:

         (a)       any loss suffered by the Vendors as a result of any breach of
                   representation, warranty or covenant of the Purchaser
                   contained in this Agreement or in any agreement, certificate
                   or other document delivered or given pursuant to this
                   Agreement; and

         (b)       all claims, actions, causes of action, damages, losses,
                   liabilities, demands, costs and expenses (including legal
                   expenses on a solicitor-client basis) in respect of the
                   foregoing.

Subject to the limitations hereinafter provided in this Article X, the liability
of the Purchaser under this Section 10.4 will cease upon the expiration of the
respective limitation periods set out in Article IX unless the Purchaser will
have been given notice of any claim hereunder by the Vendors pursuant to this
Section 10.4 prior to such date in which event the limitation period will not
apply with respect to such claim.

<PAGE>

                                      -44-

10.5               Notification to Purchaser - The Vendors will cause the
Principal to forthwith notify the Purchaser of any amounts for which the
Purchaser may be liable under Section 10.4 and the Purchaser will have the right
to participate in any negotiations with respect thereto.

10.6               Right of Purchaser to Defend - The Purchaser will at all
times have the right in its sole and only expense to participate in any
negotiations regarding, and dispute and contest in the name of the Vendors, any
claim for amounts for which the Purchaser may be liable under Section 10.4 and
so long as the Purchaser is defending such claim in good faith, the Vendors will
not settle or compromise the same. If the Purchaser does not elect to defend
such claim, the Vendors will have no obligation to do so. The Vendors will fully
cooperate with the Purchaser and its counsel in any proceedings with respect to
any such amounts and will give the Purchaser reasonable access to all documents
relating thereto.

10.7     LIMITATIONS

         (a)       Nothing contained in this Agreement, including without
                   limitation, Section 9.1, will limit the liability of any of
                   the Vendors to the Purchaser or to any Filtran Entity by
                   reason of any fraudulent breach made by a Vendor or a Filtran
                   Entity of a representation or warranty contained in this
                   Agreement or in any agreement, certificate or other document
                   delivered or given pursuant to this Agreement, or limit the
                   time within which a claim hereunder on account of such
                   fraudulent breach may be made.

         (b)       Nothing contained in this Agreement, including without
                   limitation, Section 9.2, will limit the liability of the
                   Purchaser to any of the Vendors by reason of any fraudulent
                   breach of any representation or warranty made by the
                   Purchaser contained in this Agreement or in any agreement,
                   certificate or other document delivered or given pursuant to
                   this Agreement, or limit the time within which a claim
                   hereunder on account of such fraudulent breach may be made.

         (c)       The Purchaser agrees that the Principal and Vendors shall
                   have no liability under this Article X for any Claim unless
                   and until the aggregate value of all Claims exceeds $50,000.

         (d)       Any amount recoverable by the Purchaser under this Article X
                   shall be limited to the Purchase Price actually paid by the
                   Purchaser and no individual Vendor shall be responsible to
                   pay an amount in excess of the following proportions of the
                   Purchase Price actually paid by the Purchaser as set out
                   below:

<PAGE>

                                      -45-

                         Vendor                             Maximum %
                         ------                             ---------
                         Phillip Walter White                   27.25%
                         Rose Mary White                         6.29%
                         Brian Kenneth White                     2.32%
                         Coranne Adele White                     9.70%
                         Edna Grace Trepannier                   2.32%
                         Jane Murphy                             7.30%
                         Doreen White                           20.13%
                         Derek White                            13.72%
                         Gillian Pershaw                         10.98
                                                              --------
                         TOTAL                                    100%

         (e)       The Vendors' liability under this Article X shall be the sole
                   remedy of the Purchaser under this Agreement for any breach
                   by the Vendors of any covenant, representation or warranty
                   given under this Agreement or in any document delivered in
                   connection therewith and may be realized upon and satisfied
                   through an Adjustment.

                                   ARTICLE XI
                                     CLOSING

11.1               Closing - The sale and purchase of the Purchased Shares
hereunder will be completed at the Closing Time at the offices of LaBarge
Weinstein, Xerox Tower, 333 Preston Street, 11th Floor, Ottawa, Ontario K1S 5N4,
Attention: Lawrence Weinstein or at such other location as may be mutually
agreed upon by the parties hereto.

11.2               Tender - Any tender of documents or money hereunder may be
made upon the parties hereto or their respective counsel and money may be
tendered by official bank draft drawn upon a Canadian chartered bank or by
negotiable cheques payable in Canadian funds and certified by a Canadian
chartered bank or trust company.

11.3               Filtran Documents - On Closing, the Vendors and, as
applicable, the Principal and each Filtran Entity, shall deliver or cause to the
delivered to the Purchaser the following documents (the "Filtran Documents"):

         (a)       share certificates representing the Purchased Shares duly
                   endorsed in blank for transfer, together with a duly executed
                   stock transfer document;

         (b)       a certified copy of a resolution of the board of directors of
                   each Filtran Entity authorizing and approving the entering
                   into of this Agreement and completion of the transactions
                   contemplated thereby including, without limitation, the
                   transfer of the Purchased Shares from the Vendors to the
                   Purchaser;

<PAGE>

                                      -46-

         (c)       newly issued share certificate representing fully paid
                   non-assessable common shares in the capital stock of each
                   Filtran Entity (other than Filtran Canada which is wholly
                   owned by TCCL) registered in the name of the Purchaser;

         (d)       certificates of each Vendor, except Brian Kenneth White and
                   Edna Grace Trepannier, certifying that none of them are
                   non-residents within the meaning of Section 116 of the Income
                   Tax Act (Canada);

         (e)       a certificate of each of the Vendors and each Filtran Entity
                   dated as of the Closing Date certifying that, except as noted
                   in such certificate:

                   (i)     all the representations, warranties and covenants of
                           each of the Vendors and each Filtran Entity set forth
                           in this Agreement are true and correct as at the
                           Closing Date; and

                   (ii)    all the terms, covenants and agreements set forth in
                           the Agreement to be complied with or performed by the
                           Vendors and each Filtran Entity at or prior to the
                           Closing Date have been complied with or performed by
                           the Vendors and/or each Filtran Entity, as the case
                           may be, at or prior to the Closing Date;

         (f)       a certificate of an authorized signing officer of each
                   Filtran Entity attaching an incumbency certification of all
                   officers and directors of each Filtran Entity, respectively;

         (g)       resignations and releases duly executed by each officer and
                   director of each Filtran Entity and the Vendors required
                   pursuant to subsections 8.4(g) and (n) of this Agreement
                   effective as of the Closing Date;

         (h)       a legal opinion in respect of each Filtran Entity and the
                   Vendors in the form contemplated in subsection 8.4(m) of this
                   Agreement and a personal undertaking to deliver a title
                   opinion in the form contemplated in subsection 8.4(m) within
                   30 days of Closing;

         (i)       copy of the escrow agreement contemplated in Article XII of
                   this Agreement duly executed by the Principal and LaBarge
                   Weinstein; and

         (j)       all assurances, transfers, assignments and other documents as
                   the Purchaser's solicitors may consider reasonably necessary
                   or desirable to validly and effectively complete the
                   transactions contemplated hereby including the transfer of
                   the Purchased Shares to the Purchaser.

11.4               Purchaser Documents - On Closing, the Purchaser shall deliver
or cause to be delivered to the Principal the following documents (the
"Purchaser Documents"):

         (a)       the certified funds referred to in subsection 3.1(c)(i);

<PAGE>

                                      -47-

         (b)       Promissory Note duly executed by the Purchaser;

         (c)       Pledge Agreement duly executed by the Purchaser;

         (d)       Collateral Mortgage duly executed by the Filtran Entities
                   (as appropriate);

         (e)       GSA duly executed by each Filtran Entity;

         (f)       personal undertaking to deliver an Assignment and/or Charge
                   on the Lands located in the City of Ogdensburg subject to
                   Permitted Encumbrances in a form mutually satisfactory to
                   counsel for the Principal and for the Purchaser, acting
                   reasonably, within 30 days of Closing, the form of such
                   Charge to be drafted by counsel to the Principal and reviewed
                   by counsel to Purchaser;

         (g)       copy of the escrow agreement contemplated in Article XII of
                   this Agreement duly executed by the Purchaser;

         (h)       a legal opinion in respect of the Purchaser in the form
                   contemplated in subsection 8.5(c) of this Agreement;

         (i)       a certificate of an authorized signing officer of the
                   Purchaser attaching an incumbency certification of all
                   officers and directors of the Purchaser; and

         (j)       all assurances, transfers, assignments and other documents as
                   the Vendors' solicitors may consider reasonably necessary or
                   desirable to validly and effectively complete the
                   transactions contemplated herein.

                                  ARTICLE XII
                                ESCROW ADJUSTMENT

12.1               Escrow - The parties hereby agree that any Adjustment Amount
shall be delivered as soon as reasonably practicable by the Purchaser to LaBarge
Weinstein, as escrow agent (the "Escrow Agent") for deposit into escrow, which
delivery shall be deemed to be an equal payment on account of the Principal Sum
of the Promissory Note as if paid directly to the Principal or the Vendors. Any
Adjustment Amount so delivered to LaBarge Weinstein shall be invested during the
escrow period in accordance with the terms of an escrow agreement substantially
in the form attached hereto as Schedule 12.1(b), which shall include the terms
of release of the Adjustment Amount, together with all accrued interest thereon.

                                  ARTICLE XIII
                                   ARBITRATION

13.1               Dispute Resolution - Unless otherwise stated, any dispute,
controversy, or claim arising out of or relating to this Agreement, or the
breach, termination, or invalidity thereof, will be resolved in accordance with
the arbitration procedures in Section 13.2 of this Agreement.

<PAGE>

                                      -48-

13.2               Arbitration

         (a)       Arbitration proceedings shall be governed by the Province of
                   Ontario's Arbitration Act, 1991 (the "Act").

         (b)       The arbitration shall take place before a single arbitrator
                   in the City of Ottawa.

         (c)       Any party to the Agreement (the "Applicant") may commence
                   arbitration by delivering a written notice (a "Complaint") to
                   the party or parties against whom the Applicant seeks relief
                   (the "Respondent(s)"). In the Complaint, the Applicant shall
                   describe the substance of the matter which is submitted to
                   arbitration and name three (3) persons whom the Applicant is
                   prepared to nominate as arbitrator, each of such persons to
                   be qualified by education and training to pass upon the
                   particular matter in dispute (an "Approved Arbitrator").
                   Within seven (7) days of the receipt of the Complaint, the
                   Respondent shall by written notice to the Applicant select
                   one of the three (3) persons named by the Applicant or
                   provide the Applicant with a list of three (3) persons who
                   are Approved Arbitrators. Within seven (7) days of receipt of
                   the Respondent's list, by written notice to the Respondent,
                   the Applicant shall select one of such persons, or provide a
                   further list of three (3) Approved Arbitrators. The parties
                   shall continue to exchange lists of three (3) Approved
                   Arbitrators in this fashion until an Approved Arbitrator is
                   selected. If the Parties are unable to agree upon an Approved
                   Arbitrator within twenty (20) days of the receipt by the
                   Respondent of the Complaint, any party may apply to a judge
                   of the Ontario Superior Court to appoint the Approved
                   Arbitrator in accordance with Section 10 of the Act.

         (d)       The Approved Arbitrator, once appointed, shall proceed
                   immediately to hear and determine the matter or matters in
                   dispute in accordance with the Act. The award of the Approved
                   Arbitrator shall be made within ninety (90) days after the
                   appointment of the Approved Arbitrator, subject to any
                   extended date to be agreed by the parties or any reasonable
                   delay due to unforeseen circumstances. Unless otherwise
                   agreed by the parties, the Approved Arbitrator shall
                   determine the conduct of the arbitral proceedings including
                   the exchange of statements of claim and defence, the need for
                   documentary and oral discovery and whether to hold oral
                   hearings with a presentation of evidence or oral argument so
                   that the award may be made within the time period set out
                   above. Notwithstanding the foregoing, in the event that the
                   Approved Arbitrator fails to make an award within 120 days
                   after his or her appointment, then any of the parties
                   concerned may elect to have a new Approved Arbitrator
                   appointed in like manner to that set out above.

         (e)       The award of the Approved Arbitrator shall be in writing and
                   signed by the Approved Arbitrator and shall state the reasons
                   upon which it is based. Any requests for correction or
                   interpretation of the award under Section 44 of the Act shall
                   be made within seven (7) days of receipt of the award. The
                   Approved Arbitrator shall make any necessary correction or
                   additional award (the "Final Award") within twenty (20) days
                   of any request for correction or interpretation.

<PAGE>

                                      -49-

         (f)       A party to the Arbitration (the "Appellant") may appeal an
                   award or Final Award on a question of law by delivering a
                   written notice of appeal ("Notice of Appeal") to the party
                   opposite (the "Appeal Respondent") within ten (10) days of
                   receipt of the award or the Final Award. With the Notice of
                   Appeal, the Appellant shall name three (3) persons whom the
                   Appellant is prepared to nominate as appeal arbitrators, each
                   of such persons to be a former appellate judge of the Ontario
                   Court of Appeal or the Supreme Court of Canada (an "Appeal
                   Arbitrator"). Within seven (7) days of the receipt of the
                   Notice of Appeal, the Appeal Respondent shall by written
                   notice to the Appellant select one or more of the three (3)
                   persons named by the Appellant or provide the Appellant with
                   a list of three (3) persons who are Appeal Arbitrators.
                   Within seven (7) days of receipt of the Appeal Respondent's
                   list, by written notice to the Appeal Respondent, the
                   Appellant shall select one or more of such persons and/or
                   provide a further list of three (3) Appeal Arbitrators. The
                   parties shall continue to exchange lists of three (3) Appeal
                   Arbitrators in this fashion until three (3) Appeal
                   Arbitrators are selected. If the parties are unable to agree
                   upon three (3) Appeal Arbitrators within thirty (30) days of
                   the initial receipt by the Appeal Respondent of the Notice of
                   Appeal, each party shall appoint one Appeal Arbitrator, and
                   the two Appeal Arbitrators thus appointed shall appoint a
                   third Appeal Arbitrator. Where a party fails to act as
                   required under this subparagraph or the two Appeal
                   Arbitrators fail to agree on the third Appeal Arbitrator
                   within ten (10) days of their appointment, any party may
                   request the Ontario Superior Court to take the necessary
                   measure as if Section 10 of the Act were applicable. There
                   shall be no appeal on the decision of the Court on such a
                   matter.

         (g)       Where an appeal is taken, the award of the Appeal Arbitrators
                   shall be final and binding upon the parties and there shall
                   be no further right of appeal. The award of the Appeal
                   Arbitrators shall be an arbitral award under the Act.

         (h)       The compensation and expenses of the Approved Arbitrator and
                   the Appeal Arbitrators (subject to any awards of costs) shall
                   be paid equally by the parties to the arbitration.

         (i)       The arbitration, any appeal, any awards and all proceedings
                   in relation thereto shall be private and confidential between
                   the parties except to the extent that any disclosure is
                   necessary for the purpose of any court proceedings under this
                   Agreement or the Act.

                                  ARTICLE XIV
                                     GENERAL

14.1               Termination of Letter of Intent - Each of the parties hereto
acknowledge and agree with each other that upon execution by all parties of this
Agreement, the Letter of Intent shall terminate and be of no further force or
legal effect and each party hereby forever waives

<PAGE>

                                      -50-

without recourse any and all rights or claims to which it/he/she may become
entitled under the terms of the Letter of Intent.

14.2               Public Notices - The parties hereto hereby agree that all
press releases, public announcements, notices to third parties and all other
publicity concerning the transactions contemplated by this Agreement will be
jointly prepared, planned and co-ordinated and no party hereto will act
unilaterally in this regard without the prior approval of the other, such
approval not to be unreasonably withheld, unless such disclosure will be
required to meet timely disclosure obligations of any party under applicable
securities laws and stock exchange rules in circumstances where prior
consultation with the other party is not practicable.

14.3               Expenses - All costs and expenses, including legal,
accounting and broker fees and commissions, incurred in connection with this
Agreement and the transactions contemplated hereby will be paid by the party
incurring such expenses. Notwithstanding the foregoing, the reasonable
accounting expenses incurred by the Vendors in connection with this transaction
as verified by duly issued invoices shall be paid by the Filtran Group within 30
days of receipt of such invoices. For greater certainty, all legal expenses
incurred by the Vendors in connection with this transaction , including those of
LaBarge Weinstein, shall remain the liability of the Vendors and not the
Purchaser or any Filtran Entity after Closing.

14.4               Time - Time will be of the essence of this Agreement and of
every part hereof and no extension or variation of this Agreement will operate
as a waiver of this provision.

14.5               Notices - All payments and communications which may be or are
required to be given by either party to the other herein, will (in the absence
of any specific provision to the contrary) be in writing and delivered or sent
by prepaid registered mail or telecopier to the parties at their following
respective addresses:

                  to the Purchaser:

                  API ELECTRONICS GROUP INC.
                  Suite 1400 - 505 University Avenue,
                  Toronto, Ontario  M5G 1X3

                  Attention:    Jason DeZwirek
                  Fax No.       416-593-4658

                  with copies to:

                  WEIRFOULDS LLP
                  Suite 1600 - 130 King Street West,
                  Toronto, Ontario  M5X 1J5

                  Attention:    Wayne Egan
                  Fax No.       416-365-1876

<PAGE>

                                       51

                  To the Vendors, the Principal and the Filtran Group:

                  Filtran Ltd.
                  229 Colomade Road,
                  Nepean, Ontario  K2E 7K3

                  Attention:    Philip White
                  Fax No.       613-226-7124

                  with copies to:

                  Philip White
                  3 Eleanor Drive
                  Ottawa, Ontario  K2E 7K3

                  and to:

                  LaBarge Weinstein
                  Xerox Tower
                  333 Preston Street
                  11th Floor
                  Ottawa, Ontario  K1S 5N4

                  Attn:         Lawrence Weinstein
                  Fax No.       613-231-3900,

                  and if any such payment or communication is sent by prepaid
                  registered mail, it will, subject to the following sentence,
                  be conclusively deemed to have been received on the third
                  business day following the mailing thereof and, if delivered
                  or telecopied, it will be conclusively deemed to have been
                  received at the time of delivery or transmission.
                  Notwithstanding the foregoing provisions with respect to
                  mailing, in the event that it may be reasonably anticipated
                  that, due to any strike, lock-out or similar event involving
                  an interruption in postal service, any payment or
                  communication will not be received by the addressee by no
                  later than the third Business Day following the mailing
                  thereof, then the mailing of any such payment or communication
                  as aforesaid will not be an effective means of sending the
                  same but rather any payment or communication must then be sent
                  by an alternative means of transportation which it may
                  reasonably be anticipated will cause the payment or
                  communication to be received reasonably expeditiously by the
                  addressee. Either party may from time to time change its
                  address hereinbefore set forth by notice to the other of them
                  in accordance with this section.

14.6              Governing Law - This Agreement and the rights and obligations
and relations of the parties hereto will be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein (but without giving effect to any conflict of laws
rules). The parties hereto agree that the Courts of Ontario will have
jurisdiction

<PAGE>

                                       -52-

to entertain any action or other legal proceedings based on any provisions of
this Agreement. Each party hereto does hereby attorn to the jurisdiction of the
Courts of the Province of Ontario.

14.7              Headings - The index to and headings in this Agreement and in
the Schedules hereto are inserted solely for convenience of reference and do not
affect the interpretation thereof or define, limit or construe the contents of
any provision of this Agreement.

14.8              Assignment - Neither this Agreement nor any rights or
obligations hereunder will be assignable by any party hereto without the prior
written consent of each of the other parties, which consent may be unreasonably
withheld. Subject thereto, this Agreement will enure to the benefit of and be
binding upon the parties hereto and their respective successors (including any
successor by reason of amalgamation of any party hereto) and permitted assigns.

14.9              Entire Agreement - With respect to the subject matter of this
Agreement, this Agreement (a) sets forth the entire agreement between the
parties hereto and any persons who have in the past or who are now representing
either of the parties hereto, (b) supersedes all prior understandings and
communications between the parties hereto or any of them, oral or written,
including, without limitation, the Letter of Intent and (c) constitutes the
entire agreement between the parties hereto. Each party hereto acknowledges and
represents that this Agreement is entered into after full investigation and that
no party is relying upon any statement or representation made by any other which
is not embodied in this Agreement. Each party hereto acknowledges that he or it
will have no right to rely upon any amendment, promise, modification, statement
or representation made or occurring subsequent to the execution of this
Agreement unless the same is in writing and executed by each of the parties
hereto.

14.10             Further Assurances - The parties hereto will with reasonable
diligence do all such things and provide all such reasonable assurances as may
be required to consummate the transactions contemplated hereby, and each party
hereto will provide such further documents or instruments required by the other
party as may be reasonably necessary or desirable to effect the purpose of this
Agreement and carry out its provisions whether before, at or after the Closing
Time.

14.11             Counterparts - This Agreement may be executed in any number of
counterparts in original or by facsimile and all such counterparts will for all
purposes constitute one agreement, binding on the parties hereto, provided each
party hereto has executed at least one counterpart, and each will be deemed to
be an original, notwithstanding that all parties are not signatory to the same
counterpart.

14.7              Waiver - The failure of any party to this Agreement to enforce
at any time any of the provisions of this Agreement or any of its rights in
respect thereto or to insist upon strict adherence to any term of this Agreement
will not be considered to be a waiver of such provision, right or term or in any
way to affect the validity of this Agreement or deprive the applicable party of
the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement. The exercise by any party to this Agreement of any of
its rights provided by this Agreement will not preclude or prejudice such party
from exercising any other right it may have by reason of this Agreement or
otherwise, irrespective of any previous action or proceeding

<PAGE>
                                      -53-

taken by it hereunder. Any waiver by any party hereto of the performance of any
of the provisions of this Agreement will be effective only if in writing and
signed by a duly authorized representative of such party.

14.13             Negotiation - This Agreement has been negotiated and approved
by counsel on behalf of all parties hereto and, notwithstanding any rule or
maxim of construction to the contrary, any ambiguity or uncertainty will not be
construed against any party hereto by reason of the authorship of any of the
provisions hereof.

                  IN WITNESS WHEREOF the parties hereto have hereunto duly
executed this Agreement as of the day and year first above written.

                                           API ELECTRONICS GROUP INC.

SIGNED, SEALED AND DELIVERED               Per:
                                               ---------------------------------
in the presence of:                            Name:
                                               Title:

                                           I have the authority to bind the
                                           Corporation.

------------------------------             -------------------------------------
Witness                                    PHILIP WALTER WHITE

------------------------------             -------------------------------------
Witness                                    ROSE MARY WHITE

------------------------------             -------------------------------------
Witness                                    BRIAN KENNETH WHITE

------------------------------             -------------------------------------
Witness                                    CORANNE ADELE WHITE

------------------------------             -------------------------------------
Witness                                    EDNA GRACE TREPANNIER

------------------------------             -------------------------------------
Witness                                    JANE MURPHY

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

<PAGE>
                                      -54-

------------------------------             -------------------------------------
Witness                                    DOREEN WHITE

------------------------------             -------------------------------------
Witness                                    DEREK WHITE

------------------------------             -------------------------------------
Witness                                    GILLIAN PERSHAW

                                           FILTRAN INC.


                                           Per:
                                               ---------------------------------
                                               Name:
                                               Title:

                                           I have the authority to bind the
                                            Corporation.

                                           FILTRAN LIMITED


                                           Per:
                                               ---------------------------------
                                               Name:
                                               Title:

                                               I have the authority to bind the
                                               Corporation.

                                               CANADIAN DATAPLEX LTD.

                                           Per:
                                               ---------------------------------
                                               Name:
                                               Title:

                                           I have the authority to bind the
                                           Corporation.

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                                      -55-

                                           TACTRON COMMUNICATIONS
                                           (CANADA) LIMITED


                                           Per:
                                               ---------------------------------
                                               Name:
                                               Title:

                                           I have the authority to bind the
                                           Corporation.