<PAGE>   1
                                                                   EXHIBIT 10.53

                                                -------------------------------
    For Ministry Use Only                          Ontario Corporation Number
A l'usage exclusif du ministere                 Numero de la societe en Ontario
                                                -------------------------------

[LOGO] Ministry of              Ministere de
       Consumer and             la Consommation             1293220
       Commercial Relations     et du Commerce
CERTIFICATE                     CERTIFICAT
This is to certify that these   Ceci certifie que les presents
articles are effective on       statuts entrent en vigueur le
DECEMBER 17                     DECEMBRE, 1998
---------------------------------------------------------------
/s/ [ILLEGIBLE]                                                    Trans
                   Director/Directeur                               Code
Business Corporations Act/Loi eur los societes par actions          [C]
                                                                     18



<TABLE>
<CAPTION>
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                                                          ARTICLES OF AMENDMENT
                                                         STATUS DE MODIFICATION

<S>            <C>                                                         <C>
   Form 3      1.   The present name of the corporation is:                Denomination sociale actuelle de la societe:
  Business          ---------------------------------------------------------------------------------------------------------------
Corporations        1293220 ONTARIO INC.
   Act              ---------------------------------------------------------------------------------------------------------------

 Formute 3          ---------------------------------------------------------------------------------------------------------------
Loi sur les
societes par        ---------------------------------------------------------------------------------------------------------------
 actions
                    ---------------------------------------------------------------------------------------------------------------

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

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

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

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

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


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

                                                           24/APRIL/1998
                    ---------------------------------------------------------------------------------------------------------------
                                                        (Day, Month, Year)
                                                       (jour, mois, annee)

               4.   The articles of the corporation are amended as         Les statuts de la societe sont modifies de la facon
                    follows:                                               suivante:


                              to increase the authorized capital of the Corporation by the creation of an unlimited
                              number of Exchangeable Shares (the "Exchangeable Shares") and providing that the
                              Exchangeable Shares shall have attached thereto the rights, privileges, restrictions and
                              conditions set out in Schedule A.
</TABLE>




<PAGE>   2


                                                                              1A

4. Continued                       SCHEDULE A

                             PROVISIONS ATTACHING TO
                         NON-VOTING EXCHANGEABLE SHARES

The Non-Voting Exchangeable Shares in the capital of the Corporation shall have
the following rights, privileges, restrictions and conditions.

                                    ARTICLE 1
                                 INTERPRETATION

     1.1 For the purposes of these share provisions:

     "AFFILIATE" of any person means any other person directly or indirectly
controlling, controlled by, or under common control with, that person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling", controlled by" and "under common control with"), as
applied to any person, means the possession by another person, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that first mentioned person, whether through the ownership of voting
securities, by contract or otherwise.

     "BOARD OF DIRECTORS" means the board of directors of the Corporation.

     "BUSINESS DAY" means any day other than a Saturday, a Sunday or a legal
holiday on which banks are not open for business in Toronto, Ontario.

     "CANADIAN DOLLAR EQUIVALENT" means, in respect of an amount expressed in
U.S. Dollars (the "U.S. Dollar Amount") at any date, the product obtained by
multiplying (a) the U.S. Dollar Amount by (b) the noon spot exchange rate on
such date for U.S. Dollars expressed in Canadian Dollars as reported by the Bank
of Canada or, in the event such spot exchange rate is not available, such
exchange rate as the Board of Directors deems to be appropriate for such
purpose.

     "CANADIAN DOLLARS" means the lawful currency of Canada in immediately
available funds.

     "CAPITAL REORGANISATION" has the meaning ascribed thereto in section 8.1 of
these share provisions.

     "COMMON SHARES" means common shares in the capital of the Corporation.

     "CORPORATION" means 1293220 Ontario Inc., a corporation existing under the
laws of the Province of Ontario, Canada.

     "CORPORATION CHEQUE" has the meaning ascribed thereto in Section 2.3 of
these share provisions.

     "CURRENT MARKET PRICE" means, in respect of a Holding Share on any date,
the amount determined by the Board of Directors, in good faith and in its sole
discretion to be the Current Market Price of a Holding Share, or if the Holding
Shares are then traded or



<PAGE>   3


                                                                              1B

4. Continued

quoted on a stock exchange or automated quotation system, the Canadian Dollar
Equivalent of the average of the closing bid and ask prices of Holding Shares
during a period of 20 consecutive trading days ending not more than three
trading days before such date on the principal stock exchange or automated
quotation system on which such shares are traded or quoted; provided, however,
that if in the opinion of the Board of Directors the public distribution or
trading activity of Holding Shares during such period does not create a market
which reflects the fair market value of a Holding Share the Current Market Price
shall be determined by the Board of Directors in good faith and in its sole
discretion, and provided further that any such selection, opinion or
determination by the Board of Directors shall be conclusive and binding.

     "EXCHANGE RIGHT" has the meaning ascribed thereto in section 2.1 of the
Share Exchange Agreement.

     "EXCHANGEABLE SHARES" mean the Non-Voting Exchangeable Shares of the
Corporation having the rights, privileges, restrictions and conditions set forth
herein.

     "HOLDER" means any holder of an Exchangeable Share.

     "HOLDING" means CustomerOne Holding Corporation, a corporation existing
under the laws of the State of Delaware, and any successor or continuing
corporation.

     "HOLDING CHEQUE" has the meaning ascribed thereto in section 3.6 of these
share provisions.

     "HOLDING DIVIDEND DECLARATION DATE" means the date on which the board of
directors of Holding declares any dividend on the Holding Shares.

     "HOLDING SHARES" mean the shares of common stock of Holding and any other
securities into which such shares may be changed.

     "HOLDING SUCCESSOR" has the meaning ascribed thereto within the definition
of "Retraction Event".

     "LIEN" means any lien, pledge, adverse claim, security interest, mortgage,
restriction, claim, charge or other encumbrance of any kind or nature
whatsoever.

     "LIQUIDATION AMOUNT" has the meaning ascribed thereto in section 3.1 of
these share provisions.

     "LIQUIDATION CALL PURCHASE PRICE" has the meaning ascribed thereto in
section 3.4 of these share provisions.

     "LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in section 3.4 of
these share provisions.

     "LIQUIDATION DIVIDEND AMOUNT" has the meaning ascribed thereto in section
3.1 of these share provisions;

     "LIQUIDATION DATE" has the meaning ascribed thereto in section 3.1 of these
share provisions.


<PAGE>   4


                                                                              1C

4. Continued

     "OBCA" means the Business Corporations Act (Ontario), as amended from time
to time.

     "REDEMPTION CALL PURCHASE PRICE" has the meaning ascribed thereto in
section 5.5 of these share provisions.

     "REDEMPTION CALL RIGHT" has the meaning ascribed thereto in section 5.5 of
these share provisions.

     "REDEMPTION DATE" means such date, if any, as may be established by the
Board of Directors for the redemption by the Corporation of all but not less
than all of the outstanding Exchangeable Shares pursuant to Article 5.

     "REDEMPTION DIVIDEND AMOUNT" has the meaning ascribed thereto in section
5.1 of these share provisions.

     "REDEMPTION PRICE" has the meaning ascribed thereto in section 5.1 of these
share provisions.

     "REDEMPTION SHARES" has the meaning ascribed thereto in section 5.5 of
these share provisions.

     "RETRACTED SHARES" has the meaning ascribed thereto in section 4.1 of these
share provisions.

     "RETRACTION CALL NOTICE" has the meaning ascribed thereto in section 4.7 of
these share provisions.

     "RETRACTION CALL PURCHASE PRICE" has the meaning ascribed thereto in
section 4.7 of these share provisions.

     "RETRACTION CALL RIGHT" has the meaning ascribed thereto in section 4.7 of
these share provisions.

     "RETRACTION DATE" has the meaning ascribed thereto in section 4.2 of these
share provisions.

     "RETRACTION DIVIDEND AMOUNT" has the meaning ascribed thereto in section
4.1 of these share provisions.

     "RETRACTION PRICE" has the meaning ascribed thereto in section 4.1 of these
share provisions.

     "RETRACTION REQUEST" has the meaning ascribed thereto in section 4.1 of
these share provisions.

     "SHARE EXCHANGE AGREEMENT" means the Default Share Exchange Rights
Agreement made as of December 17, 1998 among Holding, the Corporation, Peter
Berczi, Edward Schwartz and Bruce Simpson, as the same may be amended or
restated from time to time in accordance with its terms.



<PAGE>   5


                                                                              1D

4. Continued

     "SUPPORT AGREEMENT" means the Support Agreement among Holding, 1293219
Ontario Inc. and the Corporation, made as of December 17, 1998.

     "U.S. DOLLARS" means the lawful currency of the United States of America in
immediately available funds.

     1.2 All amounts required or permitted to be paid, deposited or delivered
hereunder shall be paid, deposited or delivered after deduction of any amount
required by applicable law to be deducted or withheld on account of tax and the
deduction of such amounts and remittance to the applicable tax authorities
shall, to the extent thereof satisfy such requirement to pay, deposit or deliver
hereunder. All transfer taxes payable on the transactions contemplated hereby
shall be paid by the Holder.

                                    ARTICLE 2
                RANKING OF AND DIVIDENDS ON EXCHANGEABLE SHARES

     2.1 The Exchangeable Shares shall rank senior to the Common Shares and
senior to any other shares ranking junior to the Exchangeable Shares, with
respect to the payment of dividends and the distribution of assets in the event
of the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or any other distribution of the assets of the
Corporation among its shareholders for the purpose of winding up its affairs.

     2.2 A Holder shall be entitled to receive and the Board of Directors shall,
subject to applicable law, declare on each Holding Dividend Declaration Date a
dividend on each Exchangeable Share (a) in the case of a cash dividend declared
on the Holding Shares, in an amount in cash for each Exchangeable Share equal to
the Canadian Dollar Equivalent of the cash dividend declared on each Holding
Share, (b) in the case of a stock dividend declared on the Holding Shares to be
paid in Holding Shares, in such whole number of Exchangeable Shares for each
Exchangeable Share held by such Holder as is equal to the number of Holding
Shares to be paid as a dividend per Holding Share (if such calculation, when
made on an aggregate basis for all Exchangeable Shares held by that Holder,
results in a fraction of an Exchangeable Share, the holder shall receive in lieu
of such fraction an amount in cash equal to the Canadian Dollar Equivalent of
the amount that would be payable in respect of an equal fraction of a Holding
Share as at the declaration date of such dividend), or (c) in the case of a
dividend declared on the Holding Shares to be paid in property other than cash
or Holding Shares (including without limitation other securities of Holding), in
such type and amount of property for each Exchangeable Share as is the same
as or economically equivalent (as determined by the Board of Directors as
contemplated by section 2.7 of these share provisions) to the type and amount of
property to be paid as a dividend on each Holding Share. Such dividends shall be
paid out of money, assets or property of the Corporation properly applicable to
the payment of dividends, or out of authorized but unissued Exchangeable Shares,
as the case may be.

     2.3 Cheques of the Corporation payable at par at any branch of the bankers
of the Corporation (each a "Corporation Cheque") shall be issued in respect of
(a) any cash dividend contemplated by subsection 2.2(a) above, (b) of any cash
amount payable in lieu of a fractional Exchangeable Share in connection with any
stock dividend contemplated by subsection 2.2(b) above or (c) any cash amount
that the Board of Directors determines to pay as the economically equivalent
type of property contemplated by subsection 2.2(c), and the



<PAGE>   6


                                                                              1E

4. Continued

sending of such a cheque to each Holder shall satisfy the cash dividend
represented thereby unless the cheque is not paid on presentation. Certificates
registered in the name of the Holder shall be issued or transferred in respect
of any stock dividend contemplated by subsection 2.2(b) hereof and the sending
of such a certificate to each Holder shall satisfy the stock dividend
represented thereby. Such other type and amount of property in respect of any
dividend contemplated by subsection 2.2(c) hereof shall be issued, distributed
or transferred by the Corporation in such manner as it shall determine and the
issuance, distribution or transfer thereof by the Corporation to each Holder
shall satisfy the dividend represented thereby. No Holder shall be entitled to
recover by action or other legal process against the Corporation any dividend
that is represented by a cheque that has not been duly presented to the
Corporation's bankers for payment or that otherwise remains unclaimed for a
period of six years from the date on which such dividend was payable.

     2.4 The record date for the determination of the Holders entitled to
receive payment of, and the payment date for, any dividend declared on the
Exchangeable Shares under section 2.2 hereof shall be the same dates as the
record date and payment date, respectively, for the corresponding dividend
declared on the Holding Shares.

     2,5 If on any payment date for any dividends declared on the Exchangeable
Shares under section 2.2 hereof, the dividends are not paid in full on all of
the Exchangeable Shares then outstanding, any such dividends that remain unpaid
shall be paid on a subsequent date or dates determined by the Board of Directors
on which the Corporation shall have sufficient moneys, assets or property
properly applicable to the payment of such dividends.

     2.6 So long as any of the Exchangeable Shares are outstanding, the
Corporation shall not at any time without, but may at any time with, the
approval of the Holders given as specified in section 7.2 of these share
provisions or if required to do so pursuant to these share provisions:

         (a) pay any dividends on the Common Shares, or any other shares ranking
             junior to the Exchangeable Shares, other than stock dividends
             payable in Common Shares or any such other shares ranking junior to
             the Exchangeable Shares, as the case may be;

         (b) redeem or purchase or make any capital distribution in respect of
             Common Shares or any other shares ranking junior to the
             Exchangeable Shares;

         (c) redeem or purchase any other shares of the Corporation ranking
             equally with the Exchangeable Shares with respect to the payment of
             dividends or on any liquidation distribution; or

         (d) issue any Exchangeable Shares or other shares of the Corporation
             ranking equal or senior to the Exchangeable Shares;

provided that the restrictions in subsections (a), (b), (c) and (d) above shall
not apply if all dividends on the outstanding Exchangeable Shares corresponding
to dividends, if any, declared to date on the Holding Shares shall have been
declared on the Exchangeable Shares and paid in full.



<PAGE>   7


                                                                              1F

4. Continued

     2.7 The Board of Directors shall determine, in good faith and in its sole
discretion (with the assistance of such reputable and qualified independent
financial advisors and/or other experts as the Board of Directors may require in
its sole judgement; provided that no independent financial advice shall be
deemed to be required except and unless expressly determined by the Board of
Directors), economic equivalence for the purposes of section 2.2(c) and section
8.3 of these share provisions hereof, and each such determination shall be
conclusive and binding on the Corporation and its shareholders. In making each
such determination, the following factors shall, without excluding other factors
determined by the Board of Directors to be relevant, be considered by the Board
of Directors:

         (a) in the case of the issuance or distribution of any rights, options
             or warrants to subscribe for or purchase Holding Shares (or
             securities exchangeable for or convertible into or carrying rights
             to acquire Holding Shares), the relationship between the exercise
             price of each such right, option or warrant and the Current Market
             Price of a Holding Share;

         (b) in the case of the issuance or distribution of any other form of
             property (including without limitation any shares or securities of
             Holding of any class other than Holding Shares, any rights, options
             or warrants other than those referred to in section 2.7(a) of these
             share provisions, any evidences of indebtedness of Holding or any
             assets of Holding), the relationship between the fair market value
             (as determined by the Board of Directors in the manner above
             contemplated) of such property to be issued or distributed with
             respect to each outstanding Holding Share and the Current Market
             Price of a Holding Share; and

         (c) in all such cases, the general taxation consequences of the
             relevant event to Holders to the extent that such consequences may
             differ from the taxation consequences to holders of Holding Shares
             as a result of differences between taxation laws of Canada and the
             United States (except for any differing consequences arising as a
             result of differing marginal taxation rates and without regard to
             the individual circumstances of holders of Exchangeable Shares).

                                    ARTICLE 3
                          DISTRIBUTION ON LIQUIDATION

     3.1 In the event of the liquidation, dissolution or winding-up of the
Corporation or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs, a Holder shall be
entitled, subject to applicable law, to receive from the assets of the
Corporation in respect of each Exchangeable Share held by such Holder on the
effective date (the "Liquidation Date") of such liquidation, dissolution or
winding-up, before any distribution of any part of the assets of the Corporation
among the holders of the Common Shares or any other shares ranking junior to the
Exchangeable Shares, (a) an amount per share equal to the Current Market Price
of a Holding Share determined on the Liquidation Date, which shall be satisfied
in full by the Corporation causing to be delivered to the Holder one Holding
Share, plus (b) the aggregate of all declared and unpaid cash dividends on such
Exchangeable Share up to the Liquidation Date



<PAGE>   8


                                                                              1G

4. Continued

in respect of which the record date has passed (the "Liquidation Dividend
Amount", collectively, the "Liquidation Amount").

     3.2 On or before the Liquidation Date, and subject to the exercise by
Holding of the Liquidation Call Right and subject to section 1.2 of these
provisions, the Corporation shall cause to be delivered to the Holders of the
Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon
presentation and surrender of the certificates representing such Exchangeable
Shares, free and clear of all Liens, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the OBCA and the by-laws of the Corporation and such additional documents and
instruments as the Corporation may reasonably require, at the registered office
of the Corporation or at such other place that may be specified by the
Corporation in a notice to the Holders of the Exchangeable Shares. Payment of
the Liquidation Amount for each Exchangeable Share shall be made by delivery to
the Holder thereof, at the address of the Holder recorded in the securities
register of the Corporation for the Exchangeable Shares or by holding for
pick-up by the Holder at the registered office of the Corporation or at such
other place that may be specified by the Corporation by notice to the Holders of
Exchangeable Shares, of certificates representing the Holding Shares to be
delivered in payment thereof (which shares shall be duly issued as fully paid
and non-assessable and shall be free and clear of any Liens placed thereon by
the Corporation or Holding) plus a Corporation Cheque for the Liquidation
Dividend Amount. After the Liquidation Date, a Holder of Exchangeable Shares
shall cease to be the Holder of such Exchangeable Shares and shall not be
entitled to exercise any of the rights of a Holder in respect thereof, other
than the right to receive the Liquidation Amount in respect of each such
Exchangeable Share, without interest unless payment of the Liquidation Amount
for each such Exchangeable Share shall not be made upon presentation and
surrender of share certificates in accordance with the foregoing provisions, in
which case the rights of the Holder shall remain unaffected until the
Liquidation Amount for each of such Holder's Exchangeable Shares has been paid
in the manner provided above. The Corporation shall have the right at any time
before, on or after the Liquidation Date to deposit or cause to be deposited the
total Liquidation Amounts in respect of the Exchangeable Shares represented by
certificates for the benefit of the Holders in a custodial account with any
chartered bank or trust company in Canada. Upon such deposit being made, the
rights of the Holders of Exchangeable Shares after such deposit shall be limited
to receiving the total Liquidation Amount (without interest) for such
Exchangeable Shares so deposited, against presentation and surrender of the said
certificates held by them, respectively, in accordance with the foregoing
provisions. Upon such payment or deposit of the total Liquidation Amounts, the
Holders of the Exchangeable Shares shall thereafter be considered and deemed for
all purposes to be the Holders of the Holding Shares delivered to them or the
custodian on their behalf.

     3.3 After the Corporation has satisfied its obligations to pay the Holders
of the Exchangeable Shares the Liquidation Amount per Exchangeable Share
pursuant to section 3.1 of these share provisions, such Holders shall not be
entitled to share in any further distribution of the assets of the Corporation.

     3.4 Holding shall have the overriding right (the "Liquidation Call Right"),
in the event of and notwithstanding the proposed liquidation, dissolution or
winding-up of the Corporation, to purchase from all but not less than all of the
Holders (other than Holding and its Affiliates) of Exchangeable Shares on the
Liquidation Date all but not less than all of the Exchangeable Shares held by
each Holder upon payment by Holding for each Exchangeable



<PAGE>   9


                                                                              1H

4. Continued

Share of (a) an amount equal to the Current Market Price of a Holding Share,
determined on the Liquidation Date, which shall be satisfied in full by Holding
causing to be delivered to each Holder one Holding Share, and (b) an amount
equal to the Liquidation Dividend Amount in respect of an Exchangeable Share
(collectively, the "Liquidation Call Purchase Price"). In the event of the
exercise of the Liquidation Call Right by Holding, each Holder shall be
obligated to sell all the Exchangeable Shares held by the Holder to Holding on
the Liquidation Date on payment by Holding to the Holder of the Liquidation Call
Purchase Price for each such share.

     3.5 To exercise the Liquidation Call Right, Holding must notify the
Corporation of Holding's intention to exercise such right at least one Business
Day before the Liquidation Date. The Corporation will notify the Holders of
Exchangeable Shares as to whether or not Holding has exercised the Liquidation
Call Right forthwith after the expiration of the date by which the same may be
exercised by Holding. If Holding exercises the Liquidation Call Right on the
Liquidation Date, Holding will purchase and the Holders will sell all of the
Exchangeable Shares then outstanding for a price per share equal to the
Liquidation Call Purchase Price.

     3.6 For the purposes of completing the purchase of the Exchangeable Shares
pursuant to the Liquidation Call Right, Holding shall be entitled, subject to
section 1.2 of these provisions, to deposit with the Corporation, on or before
the Liquidation Date (or, where the Holder of the Exchangeable Shares is a
non-resident of Canada, as soon as practicable thereafter), certificates
representing the aggregate number of Holding Shares deliverable by Holding
(which shares shall be duly issued as fully paid and non-assessable and shall be
free and clear of any Liens placed thereon by the Corporation or Holding),
together with a cheque of Holding payable at par and in Canadian Dollars at any
branch of the bankers of Holding or of the Corporation in Canada (a "Holding
Cheque") for an amount equal to the total Liquidation Dividend Amount, in
payment of the total Liquidation Call Purchase Price. Provided that such total
Liquidation Call Purchase Price has been so deposited with the Corporation, the
rights of each Holder of Exchangeable Shares will be limited to receiving such
Holder's proportionate part of the total Liquidation Call Purchase Price payable
by Holding, without interest upon presentation and surrender by the Holder of
certificates representing the Exchangeable Shares held by such Holder and the
Holder shall on and after such deposit be considered and deemed for all purposes
to be the Holder of the Holding Shares delivered to such Holder. Upon surrender
to the Corporation of a certificate or certificates representing Exchangeable
Shares, free and clear of all Liens, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the OBCA and the articles and by-laws of the Corporation and such additional
documents and instruments as the Corporation may reasonably require, the Holder
of such surrendered certificate or certificates shall be entitled to receive in
exchange therefor, and the Corporation on behalf of Holding shall deliver to
such Holder, certificates representing the Holding Shares to which the Holder is
entitled, plus a Holding Cheque in payment of the remaining portion, if any, of
the total Liquidation Call Purchase Price.

                                   ARTICLE 4
                  RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

     4.1 A Holder shall be entitled, subject to the exercise by Holding of the
Retraction Call Right and otherwise upon compliance with the provisions of this
Article 4, to require the Corporation to redeem all but not less than all of the
Exchangeable Shares registered in the name of such Holder (the "Retracted
Shares") by payment for each Exchangeable Share



<PAGE>   10


                                                                              1I

4. Continued

of (a) an amount for each Retracted Share equal to the Current Market Price of a
Holding Share determined on the date the Corporation receives the Retraction
Request, which shall be satisfied in full by the Corporation causing to be
delivered to such Holder one Holding Share plus (b) an additional amount equal
to the aggregate of all declared and unpaid dividends on such Exchangeable Share
up to the Retraction Date in respect of which the record date has passed (the
"Retraction Dividend Amount") (collectively, the "Retraction Price"). To effect
such redemption, the Holder shall present and surrender at the registered office
of the Corporation the certificate or certificates representing the Retracted
Shares, free and clear of all Liens, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the OBCA and the by-laws of the Corporation and such additional documents and
instruments as the Corporation may reasonably require, and together with a duly
executed statement (the "Retraction Request") in the form of Exhibit A hereto or
in such other form as may be acceptable to the Corporation:

         (a) specifying that the Holder desires to have the Retracted Shares
             represented by such certificate or certificates redeemed by the
             Corporation; and

         (b) acknowledging the Retraction Call Right of Holding to purchase all
             but not less than all the Retracted Shares directly from the Holder
             and that the Retraction Request shall be deemed to be an
             irrevocable offer by the Holder to sell the Retracted Shares to
             Holding in accordance with the Retraction Call Right

     4.2 Subject to the exercise by Holding of the Retraction Call Right; upon
receipt by the Corporation in the manner specified in section 4.1 hereof of a
Retraction Request and a certificate or certificates representing the number of
Exchangeable Shares which the Holder desires to have the Corporation redeem,
free and clear of all Liens together with such other documents and instruments
as may be required, the Corporation shall redeem the Retracted Shares effective
at the close of business on the sixth Business Day after the Retraction Request
is received (the "Retraction Date") and shall cause to be delivered to such
Holder the total Retraction Price with respect to such shares.

     4.3 Upon receipt by the Corporation of a Retraction Request as set forth in
section 4.1, the Corporation shall forthwith notify Holding thereof.

     4.4 If a Retraction Request is received by the Corporation pursuant to
section 4.1 and Holding has not exercised the Retraction Call Right pursuant to
section 4.7, subject to section 1.2 of these provisions, the Corporation shall
deliver to the Holder of the Retracted Shares, at the address of the Holder
recorded in the securities register of the Corporation for the Exchangeable
Shares or at the address specified in the Holder's Retraction Request or by
holding for pick-up by the Holder at the registered office of the Corporation,
certificates representing the Holding Shares to be delivered to the Holder in
payment of the total Retraction Price for the Retracted Shares (which shares
shall be duly issued as fully paid and non-assessable and shall be free and
clear of any Liens placed thereon by the Corporation or Holding) registered in
the name of the Holder or in such other name as the Holder may request, plus a
Corporation Cheque for the total Retraction Dividend Amount, and such delivery
of such certificates and/or cheque by the Corporation shall be deemed to be
payment of and shall satisfy and discharge all liability for the total
Retraction Price for the Retracted



<PAGE>   11


                                                                              1J

4. Continued

Shares, to the extent that the same is represented by such share certificates or
cheque, unless such cheque is not paid on due presentation.

     4.5 On and after the close of business on the Retraction Date, the Holder
of the Retracted Shares redeemed in accordance with 4.2 hereof shall
cease to be a Holder of such Retracted Shares and shall not be entitled
to exercise any of the rights of a Holder in respect thereof, other than the
right to receive the Retraction Price, without interest, unless upon
presentation and surrender of certificates in accordance with the foregoing
provisions, payment of the total Retraction Price shall not be made, in which
case the rights of such Holder shall remain unaffected until the total
Retraction Price has been paid in the manner provided above. On and after the
close of business on the Retraction Date, provided that presentation and
surrender of certificates and payment of the total Retraction Price has been
made in accordance with the foregoing provisions, the Holder of the Retracted
Shares so purchased by Holding shall thereafter be considered and deemed for all
purposes to be a Holder of the Holding Shares delivered to such Holder.

     4.6 Notwithstanding any other provision of this Article 4, the Corporation
shall not be obligated to redeem Retracted Shares specified by a Holder in a
Retraction Request to the extent that such redemption of Retracted Shares would
be contrary to solvency requirements or other provisions of applicable law. If
the Corporation believes that on any Retraction Date it would not be permitted
by any of such provisions to redeem the Retracted Shares tendered for redemption
on such date, and provided that Holder shall not have exercised the Exchange
Right or Holding shall not have exercised the Retraction Call Right with respect
to the Retracted Shares, the Corporation shall be obligated to redeem Retracted
Shares specified by a Holder in a Retraction Request only to the extent of the
maximum number that may be so redeemed (rounded down to a whole number of
shares) as would not be contrary to such provisions on a pro rata basis and
shall notify the Holder at least two Business Days prior to the Retraction Date
as to the number of Retracted Shares which will not be redeemed by the
Corporation and the Corporation shall issue to each Holder of Retracted Shares a
new certificate, at the expense of the Corporation, representing the Retracted
Shares not redeemed by the Corporation pursuant to section 4.3 hereof.

     4.7 Holding shall have the overriding right (the "Retraction Call Right"),
notwithstanding the proposed redemption of Retracted Shares by the Corporation
on a Retraction Date, to purchase from the Holder of the Retracted Shares on the
Retraction Date the Retracted Shares upon payment by Holding to the Holder for
each Retracted Share of (a) an amount equal to the Current Market Price of a
Holding Share, determined on the date Holding provides the Retraction Call
Notice which shall be satisfied in full by Holding causing to be delivered to
each Holder one Holding Share, plus (b) an amount equal to the Retraction
Dividend Amount (collectively, the "Retraction Call Purchase Price".)

     4.8 In order to exercise the Retraction Call Right, Holding must notify the
Corporation in writing of its determination to do so (a Retraction Call
Notice") at least one Business Day before the Retraction Date. If Holding
delivers the Retraction Call Notice before the end of such Business Day, the
Retraction Request shall thereupon be considered only to be an offer by the
Holder to sell the Retracted Shares to Holding in accordance with the Retraction
Call Right. In such event the Corporation shall not redeem the Retracted Shares
and Holding shall purchase from such Holder, and such Holder shall sell to
Holding on the Retraction Date the Retracted Shares for the Retraction Call
Purchase Price for each Retracted Share. If Holding does not so notify the
Corporation, the Corporation shall notify the Holder that Holding will not
exercise the Retraction Call Right.



<PAGE>   12

                                                                              1K

4. Continued

     4.9 For the purposes of completing a purchase of the Retracted Shares
pursuant to the Retraction Call Right, subject to section 1.2 of these
provisions, Holding shall be entitled to deposit with the Corporation, on or
before the Retraction Date (or, where the Holder of the Retracted Shares is a
non-resident of Canada, as soon as practicable thereafter), a cheque in an
amount equal to the total Retraction Dividend Amount, together with certificates
representing the Holding Shares to be delivered to the Holder of the Retracted
Shares in payment of the total Retraction Call Purchase Price for the Retracted
Shares. Provided that such total Retraction Call Purchase Price has been so
deposited with the Corporation, the closing of the purchase and sale of the
Retracted Shares pursuant to the Retraction Call Right shall be deemed to have
occurred as of the close of business on the Retraction Date and, for greater
certainty, no redemption by the Corporation of such Retracted Shares shall take
place on the Retraction Date. Holding shall cause the Corporation to deliver
to the Holder of the Retracted Shares, at the address of such Holder recorded in
the securities register of the Corporation for the Exchangeable Shares or at the
address specified in the Holder's Retraction Request or by holding for pick-up
by the Holder at the office of the Corporation to which the Retraction Request
was delivered, in payment of such total Retraction Call Purchase Price,
certificates representing the Holding Shares to be delivered in respect of such
payment (which shares shall be duly issued as fully paid and non-assessable and
shall be free and clear of any Liens placed thereon by the Corporation, Onexco
or Holding) registered in the name of the Holder or in such other name as the
Holder may request in payment of such and, if applicable, a Holding Cheque for
an amount equal to the Retraction Dividend Amount, and such delivery of such
certificates and/or cheque to the Holder on behalf of Holding by the Corporation
shall be deemed to be payment of and shall satisfy and discharge all liability
for the total Retraction Call Purchase Price to the extent that the same is
represented by such share certificates and cheque, unless such cheque is not
paid on due presentation.

     4.10 On and after the close of business on the Retraction Date, the Holder
of the Retracted Shares purchased in accordance with 4.7 hereof shall cease to
be a Holder of such Retracted Shares and shall not be entitled to exercise any
of the rights of a Holder in respect thereof, other than the right to receive
the Retraction Call Purchase Price, unless upon presentation and surrender of
certificates in accordance with the foregoing provisions, payment of the total
Retraction Call Purchase Price shall not be made, in which case the rights of
such Holder shall remain unaffected until the total Retraction Call Purchase
Price has been paid in the manner provided above. On and after the close of
business on the Retraction Date, provided that presentation and surrender of
certificates and payment of the total Retraction Call Purchase Price has been
made in accordance with the foregoing provisions, the Holder of the Retracted
Shares so purchased by Holding shall thereafter be considered and deemed for all
purposes to be a Holder of the Holding Shares delivered to such Holder.

                                    ARTICLE 5
              REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

     5.1 Subject to applicable law, and provided Holding has not exercised the
Redemption Call Right, the Corporation may, but shall not be obligated to, on or
after the Redemption Date, redeem all but not less than all of the then
outstanding Exchangeable Shares by payment for each Exchangeable Share of (a) an
amount equal to the Current Market Price of a Holding Share on the last Business
Day prior to the Redemption Date, which shall be satisfied in full by the
Corporation causing to be delivered one Holding Share, plus (b) an amount equal
to the aggregate of all declared and unpaid cash dividends on such



<PAGE>   13


                                                                              1L

4 Continued

Exchangeable Shares through the effective date of such redemption in respect of
which the record date has passed (the "Redemption Dividend Amount")
(collectively, the "Redemption Price".)

     5.2 In case the Corporation shall elect to redeem Exchangeable Shares under
this Article 5, the Corporation shall, on as many days prior to the Redemption
Date as the Board of Directors may consider reasonable, send or cause to be sent
to each Holder a notice in writing of the redemption by the Corporation or the
purchase by Holding under the Redemption Call Right, as the case may be, of the
Exchangeable Shares held by such Holder. Such notice shall set forth the formula
for determining the Redemption Price or the Redemption Call Purchase Price, as
the case may be, the Redemption Date and, if applicable, particulars of the
Redemption Call Right.

     5.3 On or after the Redemption Date and subject to the exercise by Holding
of the Redemption Call Right, the Corporation shall, subject to section 1.2 of
these provisions, cause to be delivered to the Holders of the Exchangeable
Shares to be redeemed the Redemption Price for each such Exchangeable Share upon
presentation and surrender at the registered office of the Corporation or other
location as may be specified by the Corporation in such notice of the
certificates representing such Exchangeable Shares, free and clear of all Liens,
together with such other documents and instruments as may be required to effect
a transfer of Exchangeable Shares under the OBCA and the by-laws of the
Corporation and such additional documents and instruments as the Corporation may
reasonably require. Payment of a Holder's portion of the total Redemption Price
for the Exchangeable Shares shall be made by delivery to such Holder, at the
address of the Holder recorded in the securities register of the Corporation or
by holding for pick-up by the Holder at the registered office of the Corporation
or at location as may be specified by the Corporation in such notice, on behalf
of the Corporation of certificates representing the Holder's portion of the
Holding Shares (which shares shall be duly issued as fully paid and
non-assessable and shall be free and clear of any Liens placed thereon by the
Corporation or Holding), plus a Corporation Cheque for the Holder's portion of
the total Redemption Dividend Amount.

     5.4 On and after the Redemption Date, the Holders of the Exchangeable
Shares called for redemption in accordance with section 5.1 hereof shall cease
to be Holders of such Exchangeable Shares and shall not be entitled to exercise
any of the rights of Holders in respect thereof, other than the right to receive
their proportionate part of the total Redemption Price, without interest, unless
payment of the total Redemption Price shall not be made upon presentation and
surrender of certificates in accordance with the foregoing provisions, in which
case the rights of the Holders shall remain unaffected until the total
Redemption Price has been paid in the manner provided above. The Corporation
shall have the right at any time after the sending of notice of its intention to
redeem the Exchangeable Shares as set forth above to deposit or cause to be
deposited the total Redemption Price for the Exchangeable Shares so called for
redemption, or of such of the said Exchangeable Shares represented by
certificates that have not at the date of such deposit been surrendered by the
Holders thereof in connection with such redemption, in a custodial account of
any chartered bank or trust company in Canada named in such notice. Upon such
deposit having been made, the Exchangeable Shares in respect whereof such
deposit shall have been made shall be redeemed and the rights of the Holders
thereof after such deposit or Redemption Date, as the case may be, shall be
limited to receiving their proportionate part of the total Redemption Price
against presentation and surrender of said certificates held by them, free and
clear of all Liens, in accordance with the foregoing provisions. Upon such
payment or deposit of the total Redemption Price, the Holders of the
Exchangeable Shares shall thereafter be



<PAGE>   14


                                                                              1M

4. Continued

considered and deemed for all purposes to be Holders of the Holding Shares
delivered to them.

     5.5 Holding shall have the overriding right (the "Redemption Call Right"),
notwithstanding the proposed redemption of Exchangeable Shares by the
Corporation pursuant to this Article 5, to purchase from all but not less than
all of the Holders of such Exchangeable Shares on the Redemption Date such
Exchangeable Shares (the "Redemption Shares") upon payment by Holding for each
such Exchangeable Share of (a) an amount equal to the Current Market Price of a
Holding Share, determined on the Redemption Date, which shall be satisfied in
full by Holding causing to be delivered one Holding Share, plus (b) an amount
equal to the Redemption Dividend Amount (collectively, the "Redemption Call
Purchase Price".)

     5.6 For the purposes of completing a purchase of the Redemption Shares
pursuant to the Redemption Call Right, subject to section 1.2, Holding shall be
entitled to deposit with the Corporation, on or before the Redemption Date (or,
where the Holder of the Redemption Shares is a non-resident of Canada, as soon
as practicable thereafter), a cheque in an amount equal to the total Redemption
Dividend Amount, together with certificates representing the Holding Shares to
be delivered to the Holders of the Redemption Shares in payment of the total
Redemption Call Purchase Price for the Redemption Shares. Provided that such
total Redemption Call Purchase Price has been so deposited with the Corporation,
the closing of the purchase and sale of the Redemption Shares pursuant to the
Redemption Call Right shall be deemed to have occurred as of the close of
business on the date of such deposit. Holding shall cause the Corporation to
deliver to the Holders of such Redemption Shares, at the address of such Holders
recorded in the securities register of the Corporation for the Exchangeable
Shares or by holding for pick-up by the Holder at the office of the Corporation,
in payment of such Holder's proportionate share of the total Redemption Call
Purchase Price, certificates representing the Holding Shares to be delivered in
respect of such payment (which shares shall be duly issued as fully paid and
non-assessable and shall be free and clear of any Liens placed thereon by the
Corporation or Holding) registered in the name of the Holder or in such other
name as the Holder may request in payment of such and, if applicable, a Holding
Cheque for an amount equal to the Redemption Dividend Amount payable to such
Holder, and such delivery of such certificates and/or cheque to the Holder on
behalf of Holding by the Corporation shall be deemed to be payment of and shall
satisfy and discharge all liability for such Holders portion of the total
Redemption Call Purchase Price to the extent that the same is represented by
such share certificates and cheque, unless such cheque is not paid on due
presentation.

     5.7 On and after the close of business on the Redemption Date, the Holder
of the Redemption Shares purchased in accordance with section 5.5 hereof shall
cease to be a Holder of such Redemption Shares and shall not be entitled to
exercise any of the rights of a Holder in respect thereof, other than the right
to receive the Redemption Call Purchase Price for each such share, without
interest, unless upon presentation and surrender of certificates in accordance
with the foregoing provisions, payment of the total Redemption Call Purchase
Price shall not be made, in which case the rights of such Holder shall remain
unaffected until such Holders portion of the total Redemption Call Purchase
Price has been paid in the manner provided above. On and after the close of
business on the Redemption Date, provided that presentation and surrender of
certificates and payment of a Holder's portion of the total Redemption Call
Purchase Price has been made in accordance with the foregoing provisions, a
Holder of the Redemption Shares so purchased by Holding shall

<PAGE>   15
                                                                              1N

4. Continued

thereafter be considered and deemed for all purposes to be a Holder of the
Holding Shares delivered to such Holder.


                                    ARTICLE 6
                                  VOTING RIGHTS


     6.1 Except as required by applicable law and section 7.2 of these
provisions, the Holders of the Exchangeable Shares shall not be entitled as such
to receive notice of or to attend any meeting of the shareholders of the
Corporation or to vote at any such meeting. The Holders of the Exchangeable
Shares shall not be entitled to vote separately as a class with respect to the
amendment of the articles of the Corporation referred to in clauses (a), (b) or
(e) of subsection 170(1) of the OBCA.

                                    ARTICLE 7
                             AMENDMENT AND APPROVAL


     7.1 The rights, privileges, restrictions and conditions attaching to the
Exchangeable Shares may be added to, changed or removed but only with the
approval of the Holders of the Exchangeable Shares given as hereinafter
specified.

     7.2 Any approval given by the Holders of the Exchangeable Shares to add to,
change or remove any right, privilege, restriction or condition attaching to the
Exchangeable Shares or any other matter requiring the approval or consent of the
Holders of the Exchangeable Shares shall be deemed to have been sufficiently
given if it shall have been given in accordance with applicable law subject to a
minimum requirement that such approval be evidenced by resolution passed by not
less than two-thirds of the votes cast on such resolution at a meeting of
Holders of Exchangeable Shares duly called and held at which at least one or
more Holders of not less than 10% of the outstanding Exchangeable Shares at that
time are present or represented by proxy. If at any such meeting one or more
Holders of at least 10% of the outstanding Exchangeable Shares at that time are
not present or represented by proxy within one-half hour after the time
appointed for such meeting then the meeting shall be adjourned to such date not
less than five days thereafter and to such time and place as may be designated
by the Chairman of such meeting. At such adjourned meeting one or more Holders
of Exchangeable Shares present or represented by proxy thereat may transact the
business for which the meeting was originally called and a resolution passed
thereat by the affirmative vote of not less than two thirds of the votes cast on
such resolution at such meeting shall constitute the approval or consent of the
Holders of the Exchangeable Shares. In lieu of calling a meeting of Holders of
Exchangeable Shares, any matter requiring the approval or consent of the Holders
of Exchangeable Shares shall be deemed to have been sufficiently given if a
written resolution in respect of such matter is signed by all the Holders of
Exchangeable Shares entitled to vote on such matter.

                                    ARTICLE 8
                           CHANGES RELATING TO HOLDING

     8.1 If at any time there is a capital reorganisation, consolidation,
merger, arrangement or amalgamation (statutory or otherwise) of Holding with or
into another entity (any such event being called a "Capital Reorganisation"),
any Holder of Exchangeable Shares whose Exchangeable Shares have not been
exchanged for Holding Shares in accordance with the provisions hereof or the
provisions of the Share Exchange Agreement on or before the record date for
such Capital Reorganisation shall be entitled to receive and



<PAGE>   16

                                                                              1O

4. Continued

shall accept, upon any such exchange occurring pursuant to the provisions hereof
or the Share Exchange Agreement at any time after the record date for such
Capital Reorganisation, in lieu of the Holding Shares that the Holder would
otherwise have been entitled to receive pursuant to the provisions hereof or the
Share Exchange Agreement, the number of shares or other securities of Holding or
of the body corporate resulting, surviving or continuing from the Capital
Reorganisation, or other property, that such Holder would have been entitled to
receive as a result of such Capital Reorganisation if, on the record date, such
Holder had been the registered Holder of the number of Holding Shares to which
such Holder was then entitled upon any exchange of such Holder's Exchangeable
Shares into Holding Shares in accordance with the provisions hereof or the Share
Exchange Agreement.

     8.2 No certificates or scrip representing fractional Holding Shares shall
he delivered to Holders of Exchangeable Shares pursuant to the provisions
hereof. In lieu of any such fractional security, each person entitled to a
fractional interest in a Holding Share will receive an amount of cash (rounded
to the nearest whole cent), without interest, equal to the Canadian Dollar
Equivalent as of the second Business Day prior to the relevant date of delivery
of certificates representing Holding Shares (the "Fractional Share Calculation
Date") of the product of such fraction and the Current Market Price.

     8.3 (a) If Holding:

               (i)    issues or distributes Holding Shares (or securities
                      exchangeable for or convertible into or carrying rights to
                      acquire Holding Shares) to the holders of all or
                      substantially all of the then outstanding Holding Shares
                      by way of stock dividend or other distribution, other than
                      an issue of Holding Shares (or securities exchangeable for
                      or convertible into or carrying rights to acquire Holding
                      Shares) to holders of Holding Shares who exercise an
                      option to receive dividends in Holding Shares (or
                      securities exchangeable for or convertible into or
                      carrying rights to acquire Holding Shares) in lieu of
                      receiving cash dividends; or

               (ii)   issues or distributes rights, options or warrants to the
                      holders of all or substantially all of the then
                      outstanding Holding Shares entitled them to subscribe for
                      or to purchase Holding Shares (or securities exchangeable
                      for or convertible into or carrying rights to acquire
                      Holding Shares); or

               (iii)  issues or distributes to the holders of all or
                      substantially all of the then outstanding Holding Shares
                      (A) shares or securities of Holding of any class other
                      than Holding Shares (or shares convertible into or
                      exchangeable for or carrying rights to acquire Holding
                      Shares), (B) rights, options or warrants other than those
                      referred to in Section 8.3(a)(ii) above, (C) evidences of
                      indebtedness of Holding or (d) assets of Holding;

          then, unless the Corporation has complied with Article 2 of these
          share provisions in connection with such issuance, the Corporation
          shall issue or distribute, as the case may be, to Holders, as soon as
          is practicable, the


<PAGE>   17

                                                                              1P

4. Continued

          economic equivalent (as determined by the Board of Directors as
          contemplated by section 2.7 of these share provisions) on a per share
          basis of such rights, options, securities, shares, evidences of
          indebtedness or other assets is issued or distributed to holders of
          Holding Shares.

          (b)  If Holdings shall:

               (i)   subdivide or otherwise change the then outstanding Holding
                     Shares into a greater number of Holding Shares; or

               (ii)  consolidate or otherwise change the then outstanding
                     Holding Shares into a lesser number of Holding Shares; or

               (iii) reclassify or otherwise change the Holding Shares;

               then the Corporation shall effect an economically equivalent (as
               determined by the Board of Directors as contemplated by Section
               2.7 of the share provisions) subdivision, consolidation,
               reclassification or change to the Exchangeable Shares, or in the
               rights of the holders of, the Exchangeable Shares.

                                    ARTICLE 9
               ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT


     9.1 The Corporation will take all such actions and do all such things
within its power permitted under applicable law as shall be necessary or
advisable to perform and comply with, and to ensure performance and compliance
by Holding with, all provisions of the Support Agreement and the Share Exchange
Agreement applicable to the Corporation, 1293219 Ontario Inc. and Holding,
respectively, in accordance with the terms thereof including, without
limitation, taking all such actions and doing all such things as shall be
necessary or advisable to enforce to the fullest extent possible for the direct
benefit of the Corporation all rights and benefits in favour of the Corporation
under or pursuant to such agreements.

     9.2 The Corporation shall not propose, agree to or otherwise give effect to
any amendment to, or waiver or forgiveness of its rights or obligations under
the Support Agreement without the approval of the Holders of the Exchangeable
Shares given in accordance with section 7.2 of these share provisions other
than such amendments, waivers and/or forgiveness as may be necessary or
advisable for the purposes of:

          (a)  adding to the covenants of the other party or parties to such
               agreement for the protection of the Corporation or the Holders of
               Exchangeable Shares; or

          (b)  making such provisions or modifications not inconsistent with
               such agreement as may be necessary or desirable with respect to
               matters or questions arising thereunder which, in the opinion of
               the Board of Directors, it may be expedient to make, provided
               that the Board of Directors shall be of the opinion, after
               consultation with counsel, that such provisions and modifications
               will not be materially prejudicial to the interests of the
               Holders of the Exchangeable Shares; or


<PAGE>   18
                                                                              1Q

4. Continued

          (c)  making such changes in or corrections to such agreement which, on
               the advice of counsel to the Corporation, are required for the
               purpose of curing or correcting any ambiguity or defect or
               inconsistent provision or clerical omission or mistake or
               manifest error contained therein, provided that the Board of
               Directors shall be of the opinion, after consultation with
               counsel, that such changes or corrections will not be prejudicial
               to the interests of the Holders of the Exchangeable Shares.

The Corporation shall provide each Holder with written notification of any such
amendment, waiver and/or forgiveness.

                                   ARTICLE 10
                   LEGEND AND COMPLIANCE WITH SECURITIES LAWS


     10.1 The certificates evidencing the Exchangeable Shares shall contain or
have affixed thereto a legend, in form and on terms approved by the Board of
Directors, with respect to the Support Agreement and the Share Exchange
Agreement (including the provisions relating to the Liquidation Call Right, the
Retraction Call Right and the Redemption Call Right). Certificates representing
Holding Shares will have affixed such legends as are required under United
States federal and state securities laws. THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT
TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT
PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH
HAS BEEN DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, (II) RULE 144 UNDER SUCH
ACT, OR (III) UPON RECEIPT OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH SECURITIES MAY BE TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION UNDER
THE ACT AND APPLICABLE STATE LAW.

          THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER
TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT BY AND AMONG THE
COMPANY AND THE PARTIES THERETO, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

          THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS
AND TO ISSUE SHARES IN MORE THAN ONE SERIES OF AT LEAST ONE CLASS. THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A
STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.

     10.2 Notwithstanding any other provision hereof, neither Holding nor the
Corporation shall have any obligation to deliver Holding shares pursuant to the
terms of the Exchangeable Shares prior to receipt of advice of counsel to
Holding that Holding, the


<PAGE>   19
                                                                              1R

4. Continued

Corporation and/or the Holders, as applicable, have complied with all applicable
United States federal and state securities laws. Among other things, no delivery
of Holding shares shall be made prior to the delivery by the Holder of a
securities representation letter as reasonably requested by counsel in customary
form and substance addressing the sophistication and investment intent of the
Holder and such other matters as are reasonably requested by counsel to effect
compliance with law. Nothing contained herein shall be deemed to require Holding
or the Corporation to register or qualify any Holding shares pursuant to the
United States Securities Act of 1933, as amended, or any applicable securities
laws or any other jurisdiction. Each Holder, by accepting Exchangeable Shares,
acknowledges that such Holder may be required to, and may be required to
covenant that such Holder will, hold such Exchangeable Shares or Holding Shares
exchangeable therefor indefinitely.

     10.3 Upon receipt of any Holding shares, the Holder shall immediately be
deemed to be a party to that certain Stockholders Agreement by and among Holding
and the other parties thereto, as such agreement may be hereafter amended (the
"Stockholders Agreement"). The Holder will, promptly upon request by Holding,
execute and deliver a Joinder Agreement in customary form acknowledging that
such Holder is a party to the Stockholders Agreement with the rights and
obligations appurtenant thereto, and such other documents and instruments as are
reasonably requested by Holding and its counsel to ensure compliance with
applicable law and regulation and to otherwise effect the purposes of these
provisions.

                                   ARTICLE 11
                                     NOTICES

     11.1  Any notice, request or other communication to be given to the
Corporation by Holding or a Holder of Exchangeable Shares shall be in writing
and shall be valid and effective if given by personal delivery, fax or courier
to the registered office of the Corporation and addressed to the attention of
the President. Any such notice, request or other communication, if given by fax
or delivery, shall only be deemed to have been given and received upon actual
receipt thereof by the Corporation.

     11.2 Any presentation and surrender by a Holder of Exchangeable Shares to
the Corporation of certificates representing Exchangeable Shares in connection
with the liquidation, dissolution or winding up of the Corporation or the
retraction or redemption of Exchangeable Shares shall be made by courier or by
delivery to the registered office of the Corporation or to such other place that
may be specified by the Corporation, in each case addressed to the attention of
the President of the Corporation. Any such presentation and surrender of
certificates shall only be deemed to have been made and to be effective upon
actual receipt thereof by the Corporation, as the case may be.

     11.3 Any notice, request or other communication to be given to a Holder of
Exchangeable Shares by or on behalf of the Corporation shall be in writing and
shall be valid and effective if given by mail (postage prepaid), Federal Express
or other reputable courier or by delivery to the address of the Holder recorded
in the securities register of the Corporation or, in the event of the address of
any such Holder not being so recorded, then at the last known address of such
Holder. Any such notice, request or other communication, if given by mail, shall
be deemed to have been given and received on the third Business Day following
the date of mailing and, if given by delivery, Federal Express or other
reputable courier, shall be deemed to have been given and received on the date
of delivery. Accidental


<PAGE>   20

                                                                              1S
4. Continued

failure or omission to give any notice, request or other communication to one or
more Holders of Exchangeable Shares shall not invalidate or otherwise alter or
affect any action or proceeding to be taken by the Corporation pursuant thereto.


<PAGE>   21
                                                                              1T

4. Continued


                                   EXHIBIT A
                              NOTICE OF RETRACTION

To: 1293220 Ontario Inc. (the "Corporation") and CustomerONE Holding
Corporation ("Holding")

This notice is given pursuant to Article 4 of the provisions (the "Share
Provisions") attaching to the Non-Voting Exchangeable Shares of the Corporation
(the "Exchangeable Shares"). All capitalized words and expressions used in this
notice and not otherwise defined herein that are defined in the Share Provisions
have the meanings ascribed to such words and expressions in such Share
Provisions.

The undersigned hereby notifies the Corporation that, subject to the Retraction
Call Right referred to below, the undersigned desires to have the Corporation
redeem in accordance with Article 4 of the Share Provisions:


[ ]  all Exchangeable Shares held by the undersigned, which are represented by
     certificate(s) number(s)______________, which accompanies this Notice.

The undersigned, pursuant to Article 4 of the Share Provisions, acknowledges the
Retraction Call Right of Holding to purchase all but not less than all the
Retracted Shares from the undersigned and that this notice shall be deemed to be
an irrevocable offer (subject as hereinafter provided) by the undersigned to
sell the Retracted Shares to Holding in accordance with the Retraction Call
Right on the Retraction Date for the Retraction Call Purchase Price. If Holding
determines not to exercise the Retraction Call Right, the Corporation will
notify the undersigned of such fact as soon as possible.


The undersigned acknowledges that if, as a result of solvency provisions of
applicable law or otherwise, the Corporation fails to redeem all Retracted
Shares, the undersigned will be deemed to have exercised the Exchange Right (as
defined in the Share Exchange Agreement) so as to require Holding to purchase
the unredeemed Retracted Shares.

The undersigned hereby represents and warrants to the Corporation and Holding:

     (a)  that the undersigned has good title to, and owns, the Retracted Shares
          represented by the certificate(s) accompanying this Notice to be
          acquired by the Corporation or Holding, as the case may be, free and
          clear of all Liens;
          AND

     (b)  either


[ ]  the undersigned is a resident of Canada for purposes of the Income Tax Act
     (Canada);

OR

[ ]  the undersigned is not a resident of Canada for purposes of the Income Tax
     Act (Canada).

The undersigned hereby acknowledges that, if the undersigned is not a resident
of Canada, and has not submitted with this notice a certificate issued by
Revenue Canada under section 116 of the Income Tax Act (Canada) in respect of
the Retracted Shares, the amount of any


<PAGE>   22

                                                                              1U

4. Continued

securities or cash resulting from the retraction or the purchase of the
Retracted Shares will be reduced by the amount of withholdings required under
the Income Tax Act (Canada).

-------------    ------------------------------     ---------------------------
(Date)           (Signature of Shareholder)         (Guarantee of Signature)

[ ]  Please check this box if the securities and any cheque(s) resulting from
     the retraction or purchase of the Retracted Shares are to be held for
     pick-up by the shareholder at the registered office of the Corporation,
     failing which the securities and any cheque(s) will be mailed to the last
     address of the shareholder as it appears on the register.

NOTE: This panel must be completed and the certificate(s) for the Retracted
Shares, together with such additional documents as the Corporation may require,
must be deposited with the Corporation at its registered office in Toronto,
Ontario. The securities and any cheque(s) resulting from the retraction or
purchase of the Retracted Shares will be issued and registered in, and made
payable to, respectively, the name of the shareholder as it appears on the
register of the Corporation and the securities and cheque(s) resulting from
such retraction or purchase will be delivered to such shareholder as indicated
above, unless the form appearing immediately below is duly completed.


-------------------------------------------  ----------------------------------
Name of Person in Whose Name Securities or   Date
Cheque(s) Are To Be Registered, Issued or
Delivered (please print)


-------------------------------------------  ----------------------------------
Street Address or P.O. Box                   Signature of Shareholder


-------------------------------------------  ----------------------------------
City-Province                                Postal Code


<PAGE>   23
                                                                               2


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

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


                                17/DECEMBER/1998
--------------------------------------------------------------------------------
                               (Day, Month, Year)
                              (jour, mois, annee)

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


                                               1293220 ONTARIO INC.
                                        ------------------------------------
                                               (Name of Corporation)
                                        (Denomination societe de la societe)



                              By/Par: /s/ DONALD W. LEWTAS          Director
                                     ----------------------------------------
                                        (Signature)  (Description of Office)
                                        (Signature)        (Fonction)