<PAGE>

                                                                    EXHIBIT 10.1
                              BARRY M. BERNSTEIN

                                    - and -

                               P. DAWN BERNSTEIN

                                    - and -

                                PETER E.J. HALL

                                    - and -

                               PATRICIA L. HALL

                                    - and -

                                 ABE SCHWARTZ

                                    - and -

                               MARTA I. SCHWARTZ

                                    - and -

                               JOSEPH S. DACHUK

                                    - and -

                      THE WORKFLOW AUTOMATION CORPORATION

                                    - and -

                          BEA SYSTEMS (ONTARIO) INC.

                                    - and -

                               BEA SYSTEMS, INC.


________________________________________________________________________________

                 AGREEMENT FOR THE PURCHASE OF ALL THE SHARES
                                      OF
                      THE WORKFLOW AUTOMATION CORPORATION
________________________________________________________________________________

                            DATED March 21, 2000


                        blake

                          Box 25, Commerce Court West
                                199 Bay Street
                           Toronto, Ontario, Canada
                                    M5L 1A9
<PAGE>
                                                                  Execution Copy

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
ARTICLE 1  - INTERPRETATION                                                    2
1.1        Definitions......................................................   2
1.2        Headings and Table of Contents...................................  10
1.3        Number and Gender................................................  10
1.4        Business Days....................................................  11
1.5        Currency and Payment Obligations.................................  11
1.6        Calculation of Interest..........................................  11
1.7        Statute References...............................................  11
1.8        Section and Schedule References..................................  11

ARTICLE 2  - PURCHASE OF SHARES.............................................  12
2.1        Purchase and Sale................................................  12
2.2        Amount of Purchase Price.........................................  12
2.3        Purchase Price Paid..............................................  12

ARTICLE 3  - CLOSING ARRANGEMENTS; VENDORS' REPRESENTATIVE..................  14
3.1        Closing..........................................................  14
3.2        Authority of Vendors' Representative.............................  14

ARTICLE 4  - REPRESENTATIONS AND WARRANTIES.................................  14
4.1        Representations and Warranties of the Vendors....................  14
      (1)  Authorization of Vendors.........................................  14
      (2)  Enforceability of Vendors' Obligations...........................  15
      (3)  Residence of Vendors.............................................  15
      (4)  Ownership of Shares..............................................  15
      (5)  Organization of the Corporation..................................  15
      (6)  Corporate Records................................................  15
      (7)  Bankruptcy.......................................................  16
      (8)  Financial Statements.............................................  16
      (9)  Title to Assets..................................................  16
     (10)  Real Property....................................................  16
     (11)  Personal Property................................................  16
     (12)  Leased Premises..................................................  17
     (13)  Personal Property Leases.........................................  17
     (14)  Material Contracts...............................................  17
     (15)  Receivables......................................................  17
     (16)  Inventories......................................................  17
     (17)  Intellectual Property Rights.....................................  18
     (18)  Products.........................................................  20
     (19)  Data Processing..................................................  21
     (20)  Licenses and Permits.............................................  21
     (21)  Undisclosed Liabilities..........................................  22
     (22)  Safety Deposit Boxes/Powers of Attorney..........................  22
     (23)  Consents and Approvals...........................................  22
     (24)  Notices..........................................................  22
     (25)  Absence of Conflicting Agreements................................  22
     (26)  Litigation.......................................................  23
     (27)  Insurance........................................................  23
</TABLE>
<PAGE>

                                     - 2 -

<TABLE>
<S>                                                                          <C>
     (28)  Environmental Matters............................................  23
     (29)  Employment/Consulting Contracts..................................  24
     (30)  Collective Agreements............................................  25
     (31)  Employee Plans...................................................  25
     (32)  Bonuses..........................................................  27
     (33)  Customers and Suppliers..........................................  27
     (34)  Product Warranties...............................................  28
     (35)  Affiliated Transactions..........................................  28
     (36)  Intercompany Services............................................  28
     (37)  Tax Filings......................................................  28
     (38)  Taxes Paid.......................................................  28
     (39)  Reassessments of Taxes...........................................  29
     (40)  Withholdings and Remittances.....................................  29
     (41)  Depreciable Property.............................................  29
     (42)  Capital Gains....................................................  29
     (43)  Absence of Certain Changes or Events.............................  30
     (44)  Brokerage Fees...................................................  31
     (45)  Subsidiaries.....................................................  31
     (46)  Full Disclosure..................................................  31
     (47)  Representations concerning US Securities Laws....................  31
     (48)  Representations concerning Canadian Securities Laws..............  31

4.2        Representations and Warranties of the Purchaser and BEA..........  32
      (1)  Incorporation and Power..........................................  32
      (2)  Due Authorization................................................  32
      (3)  Enforceability of Obligations....................................  32
      (4)  Capitalization of Purchaser and BEA..............................  32
      (5)  No Violation.....................................................  33
      (6)  SEC Filings; Financial Statements................................  33
      (7)  Consents and Approvals of Government Authorities.................  33
      (8)  Representations Complete.........................................  34

4.3        Survival of Representations and Warranties.......................  34

ARTICLE 5  - INDEMNIFICATION................................................  34
5.1        Indemnity by the Vendor..........................................  34
5.2        Indemnity by the Purchaser and BEA...............................  35
5.3        Limitations......................................................  35
5.4        Notice of Claim..................................................  36
5.5        Direct Claims....................................................  36
5.6        Third Party Claims...............................................  37
5.7        Settlement of Third Party Claims.................................  38
5.8        Interest on Claims...............................................  38
5.9        GST/HST Gross-UP and other Tax Adjustments.......................  38

ARTICLE 6  - COVENANTS......................................................  38
6.1        Compliance with US Securities Laws...............................  38
6.2        Compliance with Canadian Securities Laws.........................  38
6.3        Application for Relief from Certain Securities Laws..............  39
</TABLE>
<PAGE>

                                  - 3 -

<TABLE>
<S>                                                                          <C>
6.4        Indemnity by BEA Re: Certain Redemptions of Exchangeable Shares..  39

ARTICLE 7  - DISPUTE RESOLUTION.............................................  39
7.1        Arbitration Procedures...........................................  39

ARTICLE 8  - GENERAL........................................................  40
8.1        Expenses.........................................................  40
8.2        Payment of Taxes.................................................  40
8.3        Public Announcements.............................................  40
8.4        Notices..........................................................  40
8.5        Time of Essence..................................................  42
8.6        Entire Agreement.................................................  42
8.7        Waiver...........................................................  42
8.8        Severability.....................................................  42
8.9        Survival and Non-Merger..........................................  42
8.10       Further Assurances...............................................  43
8.11       Language.........................................................  43
8.12       Governing Law....................................................  43
8.13       Successors and Assigns...........................................  43
8.14       Counterparts.....................................................  43
</TABLE>
<PAGE>

                                                                  Execution Copy

                           SHARE PURCHASE AGREEMENT
                           ------------------------

          This Agreement is made as of the . day of March, 2000,

A M O N G:

          Barry M. Bernstein, an individual resident in the Town of Thornhill
          ("BBernstein"),

          - and -

          P. Dawn Bernstein, an individual resident in the Town of Thornhill
          ("DBernstein"),

          - and -

          Peter E.J. Hall, an individual resident in the Town of Newmarket
          ("PEHall"),

          - and -

          Patricia L. Hall, an individual resident in the Town of Newmarket
          ("PLHall"),

          - and -

          Abe Schwartz, an individual resident in the City of Toronto
          ("ASchwartz"),

          - and -

          Marta I. Schwartz, an individual resident in the City of Toronto
          ("MSchwartz"),

          - and -

          Joseph S. Dachuk, an individual resident in the City of Toronto
          ("Dachuk"),

          (collectively, BBernstein, DBernstein, PEHall, PLHall, ASchwartz,
          MSchwartz and Dachuk are hereinafter referred to as the "Vendors"),

          - and -

          The Workflow Automation Corporation, a corporation incorporated under
          the laws of the Province of Ontario (the "Corporation"),

          - and -
<PAGE>

                                      -2-

          BEA Systems (Ontario) Inc., a corporation incorporated under the laws
          of the Province of Ontario (the "Purchaser"),

          - and -

          BEA Systems, Inc., a corporation incorporated under the laws of the
          State of Delaware ("BEA").

                                   RECITALS

WHEREAS:

A.        The Vendors are the registered and beneficial owners of all the issued
and outstanding shares in the capital of the Corporation; and

B.        The Purchaser is willing to purchase and the Vendors are willing to
sell all the issued and outstanding shares in the capital of the Corporation on
the terms and conditions contained in this Agreement.

          NOW THEREFORE IN CONSIDERATION of the premises and the mutual
covenants and agreements hereinafter contained and for other good and valuable
consideration (the receipt and adequacy of which are hereby acknowledged), the
Parties agree as follows:

                          ARTICLE 1  - INTERPRETATION

1.1  Definitions. In this Agreement, the following terms shall have the meanings
set out below unless the context requires otherwise:

"Affiliate" means, with respect to any Person, any other Person who directly or
indirectly controls, is controlled by, or is under direct or indirect common
control with, such Person, and includes any Person in like relation to an
Affiliate. A Person shall be deemed to control a Person if such Person
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise; and the term "controlled" shall
have a similar meaning.

"Agreement" means this Agreement, including the Schedules to this Agreement, as
it or they may be amended or supplemented from time to time, and the expressions
"hereof", "herein", "hereto", "hereunder", "hereby" and similar expressions
refer to this Agreement and not to any particular Section or other portion of
this Agreement.

"Applicable Employee Benefit Laws" has the meaning given in Section 4.1(31).

"Applicable Law" means, with respect to any Person, property, transaction, event
or other matter, any law, rule, statute, regulation, order, judgment, decree,
treaty or other requirement
<PAGE>

                                      -3-

having the force of law (collectively, the "Law") relating or applicable to such
Person, property, transaction, event or other matter. Applicable Law also
includes, where appropriate, any interpretation of the Law (or any part thereof)
by any Person having jurisdiction over it, or charged with its administration or
interpretation.

"Assets" means all the properties, assets, interests and rights, whether choate
or inchoate, contingent, tangible or intangible, of the Corporation including,
without limitation, the following:

     (1)  all rights and interests of the Corporation to and in the Leased
          Premises and under the Premises Leases, including prepaid rents,
          security deposits and options to renew or purchase, rights of first
          refusal under the Premises Leases and all leasehold improvements owned
          by the Corporation and forming part of the Leased Premises;

     (2)  the Personal Property;

     (3)  the Inventories;

     (4)  the Receivables;

     (5)  all rights and interests under or pursuant to all warranties,
          representations and guarantees, express, implied or otherwise, of or
          made by suppliers or others in connection with the Assets;

     (6)  the Intellectual Property Rights;

     (7)  the Contracts;

     (8)  the Licenses and Permits;

     (9)  the Books and Records;

     (10) all prepaid charges, deposits, sums and fees paid by the Corporation
          before the Closing Time;

     (11) all goodwill and other intangibles of the Corporation including the
          present telephone numbers, internet domain addresses and other
          communications numbers and addresses of the Corporation; and

     (12) all income on and proceeds of any or all of the foregoing received or
          receivable after the Closing Time.

"BEA Common Stock" means the shares of common stock of BEA and any other
securities into which such shares may be changed.
<PAGE>

                                      -4-

"BEA Share Price" means the average closing price of one share of BEA Common
Stock as reported by NASDAQ over the ten (10) trading day period immediately
preceding (but not including) the Closing Date.

"Books and Records" means all books, records, files and papers of the
Corporation including drawings, engineering information, computer programs
(including source code and object code), software programs (including source
code and object code), manuals and data, sales and advertising materials, sales
and purchases correspondence, trade association files, research and development
records, lists of present and former customers and suppliers, personnel,
employment and other records, and the minute and share certificate books of the
Corporation, and all copies and recordings of the foregoing.

"Business" means the business carried on by the Corporation at the date hereof,
including without limitation, the research, development, licensing and support
of workflow automation software. The Corporation is the developer of jFlow, a
powerful new embedded workflow technology written entirely in Java. jFlow is a
middleware workflow technology that can be seamlessly embedded within software
products and computer applications. jFlow allows non-technical users to define,
modify and monitor business processes that span multiple applications,
platforms, technologies and even multiple organizations. jFlow is licensed to
software vendors, VARs and corporate end users who are looking to radically
improve business processes and create powerful E-commerce applications.

"Business Day" means any day except Saturday, Sunday or any day on which banks
are generally not open for business in both the Cities of Toronto, Ontario and
New York, New York.

"Canadian Dollars" means the lawful currency of Canada.

"Cause" shall mean: (i) any act or failure to act by employee or consultant, as
the case may be, that was performed in bad faith and to the detriment of the
Corporation; (ii) employee or consultant, as the case may be, refuses or fails
to act in accordance with any lawful, reasonable direction or order of the
Corporation and such refusal or failure could reasonable be expected to have a
materially adverse effect on the Corporation's business; (iii) misconduct or
dishonesty of employee or consultant, as the case may be, which could reasonably
be expected to have a materially adverse effect on the business and affairs of
the Corporation; or (iv) employee or consultant, as the case may be, is
convicted of a criminal offence and such conviction which could reasonably be
expected to have a materially adverse effect on the Corporation or on the
ability of the employee or consultant, as the case may be, to serve the
Corporation in such capacity.

"Claim" has the meaning given in Section 5.1.

"Closing" means the completion of the purchase and sale of the Shares in
accordance with the provisions of this Agreement.

"Closing Date" means the date first above written.
<PAGE>

                                      -5-

"Closing Time" means the time of closing on the Closing Date provided for in
Section 3.1.

"Commission" shall mean the U.S. Securities and Exchange Commission.

"Consents and Approvals" means all consents and approvals required to be
obtained either by the Vendors or the Corporation in connection with the
execution and delivery of this Agreement and the completion of the transactions
contemplated by this Agreement.

"Contracts" means all rights and interests of the Corporation in all pending
and/or executory contracts, agreements, leases and arrangements to which the
Corporation is a party or by which the Corporation or any of the Assets or the
Business is bound or affected including the Material Contracts and the Leases.

"Corporation Intellectual Property Rights" has the meaning given in Section
4.1(17).

"Data Processing System" means the computer equipment and associated peripheral
devices and the related operating and application systems and other software
owned, leased or licensed by the Corporation other than off-the-shelf personal
computer software subject to transferable licenses.

"Direct Claim" has the meaning given in Section 5.4.

"Director" means a director of the Corporation; and "Directors" means every
Director.

"Employee" means an individual who is employed by the Corporation or is an
independent consultant to the Corporation, in either case, as listed in Schedule
4.1(29); and "Employees" means every Employee.

"Employee Plans" has the meaning given in Section 4.1(31).

"Engineering Team" shall mean Barry Bernstein, Joe Dachuk, Peter Hall, Adrian
Price, Michael Cincinatus, Gabe Quintos, Alex Dobrobaba, Sherif Makary, Shael
Brudner, Sicheng Yu, Steven Chartley and Maryam Ghiai.

"Environmental Laws" means Applicable Law in respect of the natural environment,
public or occupational health or safety, and the manufacture, importation,
handling, transportation, storage, disposal and treatment of Hazardous
Substances.

"Environmental Permits" means all permits, certificates, approvals, consents,
registrations and licenses issued or required by any Environmental Laws or any
court or governmental authority and relating to or required for the ownership
and/or operation of the Business and/or the Assets.

"Escrow Agent" means State Street Bank and Trust Company of California, N.A.

"Escrow Agreement 1" means the escrow agreement of even date herewith among the
Parties and the Escrow Agent in relation to the Indemnity Escrow Shares.
<PAGE>

                                      -6-

"Escrow Agreement 2" means the escrow agreement of even date herewith among
certain Parties and the Escrow Agent in relation to the Principal Vendors Escrow
Shares.

"Escrowed Shares" means the sum of the Indemnity Escrow Shares and the Principal
Vendors Escrow Shares.

"Exchangeable Shares" means exchangeable shares in the capital of the Purchaser
governed by the share conditions set out on Schedule 1.1A.

"Exchangeco" means BEA Systems (Nova Scotia) Company, an unlimited liability
company incorporated under the laws of the Province of Nova Scotia.

"Financial Statements" has the meaning given in Section 4.1(8).

"GAAP" means those accounting principles which are recognized as being generally
accepted in Canada from time to time as set out in the handbook published by the
Canadian Institute of Chartered Accountants, consistently applied.

"GST/HST" means goods and services tax imposed under Part IX of the Excise Tax
Act (Canada).

"Hazardous Substance" means any solid, liquid, gas, odour, heat, sound,
vibration, radiation or combination of them that may impair the natural
environment, injure or damage property or plant or animal life or harm or impair
the health of any individual.

"including" means "including without limitation", and "includes" means "includes
without limitation".

"Indemnified Party" means a Person whom the Vendors or the Purchaser and BEA, as
the case may be, has agreed to indemnify under Article 5.

"Indemnity Escrow Shares" has the meaning given in Section 2.3(3)(b).

"Indemnifying Party" means, in relation to an Indemnified Party, the Party to
this Agreement that has agreed to indemnify that Indemnified Party under Article
5.

"Intellectual Property Rights" means all rights to and interests in:

     (1)  all business and trade names, corporate names, brand names and slogans
          Related to the Business;

     (2)  all inventions, patents, patent rights, patent applications (including
          all reissues, divisions, continuations, continuations-in-part and
          extensions of any patent or patent application), industrial designs
          and applications for registration of industrial designs Related to the
          Business;
<PAGE>

                                      -7-

     (3)  all registered or unregistered copyrights and trade-marks (whether
          used with wares or services and including the goodwill attaching to
          such trade-marks), registrations and applications for trade-marks and
          copyrights (and all future income from such trade-marks and
          copyrights) Related to the Business;

     (4)  all rights and interests in and to processes, lab journals, notebooks,
          data, trade secrets, designs, know-how, processes, product formulae
          and information, manufacturing, engineering and other drawings and
          manuals, technology, algorithms, software programs or applications (in
          both source code and object code form), blue prints, research and
          development reports, agency agreements, technical information,
          technical assistance, engineering data, design and engineering
          specifications, and similar materials recording or evidencing
          expertise or information Related to the Business;

     (5)  all of the intellectual property affected by the registrations and
          applications for registration listed in Schedule 4.1(17A) and the
          licenses, sublicenses, agreements and permissions listed in Schedule
          4.1(17C);

     (6)  all other intellectual and industrial property rights throughout the
          world Related to the Business;

     (7)  all licenses of the intellectual property listed in items (1) to (6)
          above;

     (8)  all future income and proceeds from any of the intellectual property
          listed in items (1) to (6) above and the licenses listed in item (7)
          above; and

     (9)  all rights to damages and profits by reason of the infringement of any
          of the intellectual property listed in items (1) to (7) above.

"Inventories" means all inventories of stock-in-trade and merchandise including
materials, supplies, work-in-progress, finished goods, tooling, service parts
and purchased finished goods owned by the Corporation (including those in
possession of suppliers, customers and other third parties).

"Lands" means all real property that is owned by the Corporation.

"Leased Premises" means all real property that is leased or occupied by the
Corporation under the Premises Leases.

"Leases" means Personal Property Leases and Premises Leases.

"Liabilities" means all costs, expenses, charges, debts, liabilities, claims,
demands and obligations, whether primary or secondary, direct or indirect,
fixed, contingent, absolute or otherwise, under or in respect of any Contract,
agreement, arrangement, Lease, commitment or undertaking, Applicable Law and
Taxes or otherwise.
<PAGE>

                                      -8-

"Licenses and Permits" means all licenses, permits, filings, authorizations,
approvals or indicia of authority issued to the Corporation including the
Environmental Permits.

"Lien" means any lien, mortgage, charge, hypothec, pledge, security interest,
prior assignment, option, warrant, lease, sublease, right to possession,
encumbrance, claim, right or restriction which affects, by way of a conflicting
ownership interest or otherwise, the right, title or interest in or to any
particular property.

"Material Adverse Change" means a change in the Business, prospects, financial
condition, operations, results of operations or capital of the Corporation or
otherwise, which has had or could reasonably be expected to have a significant
adverse effect on the value of the Shares.

"Material Adverse Effect" means any material adverse effect on the Business,
prospects, financial condition, operations, results of operations or capital of
the Corporation.

"Material Contract" means an agreement (whether oral or written) to which the
Corporation is a party or by which the Corporation or any of the Assets or the
Business is bound or affected, except an agreement which involves or may
reasonably be expected to involve the payment to or by the Corporation of less
than $25,000 over the term of the agreement and is not otherwise material to the
operation of the Business.

"NASDAQ" means The Nasdaq Stock Market.

"1933 Act" has the meaning given in Section 4.1(47).

"Notices" means the notices required to be given to any Person under Applicable
Law or pursuant to any contract or other obligation to which the Corporation is
a party or by which the Corporation is bound or which is applicable to any of
the Assets in connection with the execution and delivery of this Agreement or
the completion of the transactions contemplated by this Agreement.

"Officer" means an officer of the Corporation; and "Officers" means every
Officer.

"Party" means a party to this Agreement and any reference to a Party includes
its successors and permitted assigns; and "Parties" means every Party.

"Permitted Liens" means:

     (1)  Liens for Taxes;

     (2)  mechanics', construction, carriers', workers', repairers', storers' or
          other similar liens (inchoate or otherwise) which individually or in
          the aggregate are not material, arising or incurred in the ordinary
          course of business which have not been filed, recorded or registered
          in accordance with Applicable Law or of which notice has not been
          given to the Corporation; and

     (3)  the mortgages, charges and other liens listed in Schedule 1.1B.
<PAGE>

                                      -9-

"Person" is to be broadly interpreted and includes an individual, a corporation,
a limited liability company, a partnership, a trust, an unincorporated
organization, the government of a country or any political subdivision thereof
or any agency or department of any such government, and the executors,
administrators or other legal representatives of an individual in such capacity.

"Personal Property" means all machinery, equipment, furniture, motor vehicles
and other chattels owned or leased by the Corporation (including those in
possession of third parties).

"Personal Property Leases" means all chattel leases, equipment leases, rental
agreements, conditional sales contracts and other similar agreements relating to
the leasing of Personal Property.

"Premises Leases" means all the leases, agreements to lease, subleases, license
agreements and occupancy or other agreements relating to the Leased Premises.

"Prime Rate" means the prime rate of interest per annum quoted by Canadian
Imperial Bank of Commerce from time to time as its reference rate of interest
for Canadian dollar demand loans made to its commercial customers in Canada and
which Canadian Imperial Bank of Commerce refers to as its "prime rate", as such
rate may be changed from time to time.

"Principal Vendors" means BBernstein, PEHall, ASchwartz and Dachuk.

"Principal Vendors Escrow Shares" has the meaning given in Section 2.3(3)(c).

"Products" means the products produced, developed, licensed or sold by the
Corporation.

"Purchase Price" has the meaning given in Section 2.2.

"Purchase Price Shares" has the meaning given in Section 2.2(2).

"Purchaser's Solicitors" means, with respect to US law issues, Morrison &
Foerster LLP and, with respect to Canadian law issues, Blake, Cassels & Graydon
LLP.

"Receivables" means all accounts receivable, bills receivable, trade accounts,
book debts and insurance claims of the Corporation together with any unpaid
interest accrued on such items and any security or collateral for such items,
including recoverable deposits.

"Related to the Business" means, directly or indirectly, used in, arising from
or relating in any manner to the Business.

"Release" includes an actual or potential discharge, deposit, spill, leak,
pumping, pouring, emission, emptying, injection, escape, leaching, seepage or
disposal of a Hazardous Substance which is or may be in breach of any
Environmental Laws.

"Shares" means all the issued and outstanding shares in the capital of the
Corporation.

"Software" has the meaning given in Section 4.1(18).
<PAGE>

                                     -10-

"Taxes" means all taxes, charges, fees, levies, imposts and other assessments,
including all income, sales, use, goods and services, value added, capital,
capital gains, alternative, net worth, transfer, profits, withholding, payroll,
employer health, excise, franchise, real property and personal property taxes,
and any other taxes, customs duties, fees, assessments or similar charges in the
nature of a tax including Canada Pension Plan and provincial pension plan
contributions, unemployment and employment insurance payments and workers'
compensation premiums, together with any instalments with respect thereto, and
any interest, fines and penalties imposed by any governmental authority
(including federal, state, provincial, municipal and foreign governmental
authorities), and whether disputed or not.

"Third Party Claim" has the meaning given in Section 5.4.

"to the best knowledge of the Vendors" or "to the best knowledge of the
Corporation" means to the actual knowledge of any of the Vendors, with respect
to the Vendors' joint representations and warranties, to the actual knowledge of
a Vendor, with respect to that Vendor's several representations and warranties,
or to the actual knowledge of the Corporation's directors, officers or
responsible employees with authority over the matters discussed, after
reasonable inquiry and investigation, with respect to the Corporation's
representations and warranties.

"US Person" means (i) any natural person resident in the United States; (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a US
Person; (iv) any trust of which any trustee is a US Person; (v) any agency or
branch of a foreign entity located in the United States; (vi) any non-
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary for the benefit or account of a US Person; (vii) any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and (viii) any partnership or corporation if: (A)
organized or incorporated under the laws of any foreign jurisdiction; and (B)
formed by a US Person principally for the purpose of investing in securities not
registered under the 1933 Act, unless it is organized or incorporated, and
owned, by accredited investors (as defined in Rule 501 of the 1933 Act) who are
not natural persons, estates or trusts.

"Vendors' Representative" means ASchwartz.

"Vendors' Solicitors" means Aird & Berlis.

1.2  Headings and Table of Contents.  The division of this Agreement into
Articles and Sections, the insertion of headings, and the provision of any table
of contents are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.

1.3  Number and Gender.  Unless the context requires otherwise, words importing
the singular include the plural and vice versa and words importing gender
include all genders.
<PAGE>

                                     -11-

1.4  Business Days.  If any payment is required to be made or other action is
required to be taken pursuant to this Agreement on a day which is not a Business
Day, then such payment or action shall be made or taken on the next Business
Day.

1.5  Currency and Payment Obligations.  Except as otherwise expressly provided
in this Agreement:

     (1)  all dollar amounts referred to in this Agreement are stated in
          Canadian Dollars;

     (2)  any payment contemplated by this Agreement shall be made by cash or
          certified cheque or any other method that provides immediately
          available funds; and

     (3)  except in the case of any payment due on the Closing Date, any payment
          due on a particular day must be received and available not later than
          3:00 p.m. (local time) on the due date and any payment made after that
          time shall be deemed to have been made and received on the next
          Business Day.

1.6  Calculation of Interest.  In calculating interest payable under this
Agreement for any period of time, the first day of such period shall be included
and the last day of such period shall be excluded.

1.7  Statute References.  Any reference in this Agreement to any statute or any
section thereof shall, unless otherwise expressly stated, be deemed to be a
reference to such statute or section as amended, restated or re-enacted from
time to time.

1.8  Section and Schedule References.  Unless the context requires otherwise,
references in this Agreement to Sections or Schedules are to Sections or
Schedules of this Agreement.  The Schedules to this Agreement are as follows:

1.9  Schedules

          1.1A      Exchangeable Share Provisions
          1.1B      Permitted Liens
          2.3(3)(c) Purchase Price Payable to each Vendor
          4.1(4)    Ownership of Shares
          4.1(5)    Authorized Capital and Other Information concerning the
                    Corporation
          4.1(8)    Financial Statements
          4.1(9)    Assets
          4.1(11)   Personal Property
          4.1(12)   Leased Premises
          4.1(13)   Personal Property Leases
          4.1(14)   Material Contracts
          4.1(17A)  Intellectual Property Rights
          4.1(17B)  Legal Actions
          4.1(17C)  Licence and Sublicence Agreements
          4.1(18)   Products and Software
<PAGE>

                                     -12-

          4.1.(19) Data Processing
          4.1(20)  Licenses and Permits
          4.1(22)  Bank Accounts and Safety Deposit Boxes
          4.1(23)  Consents and Approvals
          4.1(24)  Notices
          4.1(27)  Insurance
          4.1(28)  Environmental Matters
          4.1(29)  Employees
          4.1(30)  Collective Agreements
          4.1(31)  Employee Plans
          4.1(32)  Bonuses Paid
          4.1(33)  Customers and Suppliers
          4.1(41)  Undepreciated Capital Cost of Depreciable Capital Property
          4.1(44)  Brokerage Fees
          7.1      Arbitration Procedure

                        ARTICLE 2  - PURCHASE OF SHARES

2.1  Purchase and Sale.  Subject to the terms and conditions of this Agreement,
the Vendors hereby sell to the Purchaser, and the Purchaser hereby purchases
from the Vendors, the Shares.

2.2  Amount of Purchase Price.  The purchase price hereby paid by the Purchaser
to the Vendors for the Shares (the "Purchase Price") is equal to:

     (1)  Four Million, Eight Hundred, Fifty Thousand U.S. Dollars
          (US$4,850,000); plus

     (2)  the "Purchase Price Shares" which shall be 235,356 Exchangeable
          Shares.

2.3  Purchase Price Paid.  The Purchaser has paid and each Vendor hereby
acknowledges that the Purchase Price has been paid and satisfied as follows:

     (1)     Two Million, Eight Hundred Thousand US Dollars (US$2,800,000) has
             been paid by the Purchaser to the Vendors in accordance with the
             percentages set opposite their names on Schedule 2.3(3)(c);

     (1.1)   Two Million, Fifty Thousand US Dollars (US$2,050,000) has been paid
             by the Purchaser upon direction of the Vendors for and on behalf of
             the Vendors to Infinity Investments, L.L.C. and Terry Popowich, in
             full satisfaction of the brokers' fees set out on Schedule 4.1(44);

     (2)     191,896 Exchangeable Shares, have been delivered by the Purchaser
             to the Vendors in accordance with the percentages set opposite
             their names on Schedule 2.3(3)(c); and

     (3)     the Escrowed Shares have been delivered to the Escrow Agent to be
             distributed by the Escrow Agent:
<PAGE>

                                     -13-

          (a)  Intentionally deleted.

          (b)  in accordance with the Escrow Agreement 1, 27,660 Exchangeable
               Shares (collectively, the "Indemnity Escrow Shares") shall be
               delivered to the Vendors on the first anniversary of the Closing
               Date.

          (c)  in accordance with the Escrow Agreement 2, 15,800 Exchangeable
               Shares otherwise allocable to the Principal Vendors as set forth
               on Schedule 2.3(3)(c) (collectively, the "Principal Vendors
               Escrow Shares") shall be delivered to the Principal Vendors 18
               months after the Closing Date; provided, however, that if, at any
               time during the period from the date hereof through the 18 month
               anniversary of the Closing Date, either:

               (i)   seventy-five percent (75%) of the Engineering Team of the
                     Corporation shall no longer be employed by the Corporation
                     or any successor because any such individual or
                     individuals, as the case may be, voluntarily resigns (other
                     than as a result of constructive dismissal) from the
                     Corporation or are terminated for Cause, and if the
                     Corporation is unable using commercially reasonable efforts
                     to replace such individual or individuals by a person or
                     persons of equivalent or better credentials, experience and
                     skill (as determined in good faith by the Corporation)
                     within ninety (90) days of such termination or
                     terminations; provided that, if the Corporation has in its
                     employment a person or persons, as the case may be, engaged
                     by the Corporation after the Closing Date, such person or
                     persons, if of equivalent or better credentials, experience
                     and skill to the person or persons so resigning or so
                     terminated (as determined in good faith by the
                     Corporation), shall be deemed for the purposes of this
                     Subsection 2.3(3)(c)(i) to have replaced the person or
                     persons, as the case may be, so resigning or so terminated
                     as at the date of such resignation or termination; or

               (ii)  if any of the Principal Vendors shall violate the non-
                     competition provision in such Principal Vendor's
                     noncompetition agreement with the Corporation ,

               the Purchaser shall not be obligated to deliver to any Principal
               Vendor, in the case of clause (i), or to such breaching Principal
               Vendor, in the case of clause (ii), Principal Vendors Escrow
               Shares pursuant to this Section 2.3(3)(c), in each case, to be
               paid or delivered, as the case may be, by the Purchaser to the
               Vendors or Vendor, as the case may be, in accordance with the
               percentages set opposite their names on Schedule 2.3(3)(c); and
               provided that if the number of the Purchase Price Shares to be
               received by a Vendor is not a whole number, such number shall be
               rounded to the nearest whole number, and in the event any
               Purchase Price Shares that are not delivered to the Vendors or a
               Vendor under Subsection 2.3(3)(c), the
<PAGE>

                                     -14-
               applicable Purchase Price for such Vendors or Vendor shall be
               deemed to be reduced by the number of such Purchase Price Shares.

2.4  Tax Election.  The Purchaser agrees that, at the request of a Vendor who is
a resident of Canada for purposes of the Income Tax Act (Canada), the Purchaser
will make a joint election with the Vendor with respect to the Shares under
subsection 85(1) of the Income Tax Act (Canada) and the corresponding provisions
of any applicable provincial income tax statute, with such "agreed amount" as is
determined by the Vendor in its sole discretion (within the limits under
applicable law).  The Vendor shall have sole responsibility for the proper
completion of the election forms and the timely and proper filing of the
elections with the relevant tax authorities.  The sole obligation of the
Purchaser shall be to provide any information reasonably requested by the Vendor
for the election form concerning the Purchaser, and to execute and return to the
Vendor any properly completed election form within ten (10) Business Days of
receipt of such form from the Vendor.

          ARTICLE 3  - CLOSING ARRANGEMENTS; VENDORS' REPRESENTATIVE

3.1  Closing.  The Closing has taken place effective contemporaneously with the
execution hereof on the Closing Date at the offices of Blake, Cassels & Graydon
LLP, or at such other time on the Closing Date or such other place as may be
agreed orally or in writing by the Vendors and the Purchaser.

3.2  Authority of Vendors' Representative.  BEA and the Purchaser  shall be
entitled to and shall act and rely on any notice, request, election, direction,
consent, waiver, extension, amendment or other communication given or agreement
entered into by or on behalf of the Vendors by the Vendors' Representative who
shall represent the Vendors and have the authority to bind the Vendors. In all
cases, the Vendors' Representative shall use its reasonable efforts to consult
with the Vendors prior to taking any action contemplated herein.  In addition,
the Vendors hereby acknowledge and confirm the authority of the Vendors'
Representative with respect to the execution of the advisor and finder agreement
among the Vendors' Representative, on behalf of the Vendors, and Infinity
Investments, L.L.C. and Terry Popowich.

                  ARTICLE 4  - REPRESENTATIONS AND WARRANTIES

4.1  Representations and Warranties of the Vendors.  As a material inducement to
the Purchaser and BEA entering into this Agreement and completing the
transactions contemplated by this Agreement and acknowledging that the Purchaser
and BEA are entering into this Agreement in reliance upon the representations
and warranties of the Vendors set out in this Section 4.1, each Vendor
represents and warrants to the Purchaser and to BEA as follows:

     (1)  Authorization of Vendors.  Each Vendor severally warrants that he or
          she has the power and capacity to own and dispose of the Shares owned
          by him or her and that such Vendor has the power and capacity to enter
          into this Agreement and all other agreements and instruments to be
          executed by such Vendor as contemplated by this Agreement and to carry
          out such Vendor's obligations under this Agreement and such other
          agreements and instruments.
<PAGE>

                                     -15-

     (2)  Enforceability of Vendors' Obligations.  Each Vendor represents and
          warrants as to him or her that (i) this Agreement and all other
          agreements and instruments to be executed by such Vendors as
          contemplated by this Agreement constitute, or will constitute, a valid
          and binding obligation of such Vendor enforceable against such Vendor
          in accordance with its terms subject, however, to limitations on
          enforcement imposed by bankruptcy, insolvency or other laws affecting
          the enforcement of the rights of creditors and others and to the
          extent that equitable remedies such as specific performance and
          injunctions are only available in the discretion of the court from
          which they are sought and (ii) such Vendor is not an insolvent person
          within the meaning of the Bankruptcy and Insolvency Act (Canada) and
          will not become an insolvent person as a result of the Closing.

     (3)  Residence of Vendors.  Each Vendor represents and warrants as to him
          or her that such Vendor is not a non-resident of Canada for purposes
          of section 116 of the Income Tax Act (Canada).

     (4)  Ownership of Shares.  Each Vendor severally represents and warrants as
          to him or her that such Vendor is, and at the Closing Time will be,
          the registered and beneficial holder of the number of Shares set
          opposite his or her name on Schedule 4.1(4), with good and marketable
          title thereto, free and clear of all Liens.  No Person other than the
          Purchaser has any agreement, option, right or privilege capable of
          becoming an agreement for the purchase from any Vendor of any of the
          Shares.

     (5)  Organization of the Corporation .  The information set out in Schedule
          4.1(5) concerning (i) the name and jurisdiction of incorporation, (ii)
          the authorized, issued and outstanding shares, (iii) the registered
          and beneficial holders of the Shares and the directors and officers,
          of the Corporation is true and complete.  The Corporation is
          incorporated and validly subsisting under the laws of its jurisdiction
          of incorporation.  The Corporation is licensed or qualified to do
          business under the laws of the jurisdictions specified in Schedule
          4.1(5) and neither the character nor the location of the properties
          owned by the Corporation nor the nature of the business conducted by
          it requires licensing or qualification under the laws of any other
          jurisdiction.  The Corporation has full corporate power to carry on
          its business and to own and operate its assets, properties and
          business as now carried on and owned and operated.  There are no
          rights, subscriptions, warrants, options, conversion rights, calls,
          commitments or plans or agreements of any kind outstanding which would
          enable any Person to purchase or otherwise acquire any shares or other
          securities of the Corporation including, without limitation, any
          securities convertible into or exchangeable or exercisable for shares
          or other securities of the Corporation.

     (6)  Corporate Records.  The minute books of the Corporation contain true,
          correct and complete copies of its articles, its by-laws, the minutes
          of every meeting of its board of directors and every committee thereof
          and of its shareholders and every written resolution of its directors
          and shareholders.  The share certificate book,
<PAGE>

                                     -16-

          register of shareholders, register of transfers and register of
          directors and officers of the Corporation are complete and accurate in
          all material respects.

     (7)  Bankruptcy.  The Corporation is not an insolvent person within the
          meaning of the Bankruptcy and Insolvency Act (Canada) nor has made an
          assignment in favour of its creditors nor a proposal in bankruptcy to
          its creditors or any class thereof nor had any petition for a
          receiving order presented in respect of it.  The Corporation has not
          initiated proceedings with respect to a compromise or arrangement with
          its creditors or for its winding up, liquidation or dissolution.  No
          receiver has been appointed in respect of the Corporation or any of
          the Assets and no execution or distress has been levied upon any of
          the Assets.

     (8)  Financial Statements.  The Vendors have furnished the Purchaser with
          the unaudited annual financial statements of the Corporation for the
          fiscal year ended July 31, 1999, and the interim unaudited financial
          statements of the Corporation for the five month period ended December
          31, 1999, (collectively, the "Financial Statements"), true and
          complete copies of which are annexed hereto as Schedule 4.1(8), which
          schedule also includes a document which sets out outstanding vacation
          entitlements that are included as liabilities of the Corporation in
          the December 31, 1999 financial statements of the Corporation.  The
          Financial Statements have been prepared in accordance with GAAP and
          are consistent with the books and records of the Corporation.  The
          balance sheets contained in such Financial Statements fairly present
          the financial position of the Corporation as of their respective dates
          and the statements of earnings and retained earnings contained in the
          Financial Statements fairly present the results of operations for the
          periods indicated.

     (9)  Title to Assets.  The Corporation has good and marketable title to all
          the Assets, free and clear of any and all Liens, except for Permitted
          Liens.  None of the Assets are located outside of Canada, except as
          listed in Schedule 4.1(9).  The Assets are sufficient to permit the
          continued operation of the Business in the ordinary course consistent
          with past practice.  Schedule 4.1(9) sets out a complete and accurate
          list of all locations where the Assets are situate, including a brief
          description of the Assets situate at each location.  There is no
          agreement, option or other right or privilege outstanding in favour of
          any Person for the purchase, transfer, assignment or hypothecation
          from the Corporation of the Business or of any of the Assets out of
          the ordinary course of business.

     (10) Real Property.  The Corporation does not own any Lands.

     (11) Personal Property.  Schedule 4.1(11) lists each item of Personal
          Property which had a book value in the accounting records of the
          Corporation, determined in accordance with GAAP at the date of the
          Corporation's most recently completed financial year, of more than
          $25,000 or is otherwise material to the Business.  All Personal
          Property is in good operating condition and repair, ordinary wear and
          tear excepted.
<PAGE>

                                     -17-

     (12) Leased Premises.  Schedule 4.1(12) lists all the Premises Leases.
          Each Premises Lease is in full force and effect, unamended by oral or
          written agreement, and the Corporation is entitled to the full benefit
          and advantage of such Premises Lease in accordance with the terms
          thereof.  Each Premises Lease is in good standing and there has not
          been any default by any party under any Premises Lease nor is there
          any dispute between the Corporation and any landlord under any of the
          Premises Leases.  The Corporation has obtained from each mortgagee of
          each landlord of each Leased Premises whose mortgage ranks in priority
          to the applicable Premises Lease an agreement not to disturb the
          Corporation's possession thereof while the Corporation is not in
          default under the applicable Premises Lease.  None of the Premises
          Leases has been assigned by the Corporation in favour of any Person.
          The current uses of the Leased Premises comply with Applicable Law.

     (13) Personal Property Leases.  Schedule 4.1(13) lists all the Personal
          Property Leases and identifies the ones which cannot be terminated by
          the Corporation without liability at any time upon less than 30 days'
          notice or which involve payment by it in the future of more than
          $25,000.  Each Personal Property Lease is in full force and effect and
          has not been amended, and the Corporation is entitled to the full
          benefit and advantage of each Personal Property Lease in accordance
          with its terms.  Each Personal Property Lease is in good standing and
          there has not been any default by any party under any Personal
          Property Lease nor any dispute between the Corporation and any other
          party under any Personal Property Lease.

     (14) Material Contracts.  Schedule 4.1(14) lists all the Material
          Contracts.  To the best knowledge of the Vendors, the Corporation is
          not in default under any Material Contract and there has not occurred
          any event which, with the lapse of time or giving of notice or both,
          would constitute a default under any Material Contract by the
          Corporation or by any other party to the Material Contract.  Each
          Material Contract is in full force and effect, unamended by written or
          oral agreement, and the Corporation is entitled to the full benefit
          and advantage of each Material Contract in accordance with its terms.
          The Corporation has not received any notice of a default by the
          Corporation or a dispute between the Corporation and any other party
          in respect of any Material Contract.

     (15) Receivables.  The Receivables are valid obligations which arose in the
          ordinary course of business and will be collected in the ordinary
          course of business, in the aggregate, at not less than 90% of their
          full face value.  None of the Receivables is due from an Affiliate of
          the Corporation.

     (16) Inventories.  The Inventories consist of items that are current and of
          good and merchantable quality and not subject to any write-down or
          write-off.  The portion of the Inventories consisting of finished
          products is saleable in the ordinary course of business at normal
          prices.  The portion of the Inventories consisting of raw materials
          and work-in-progress is of a quality useable in the production of
          finished products.
<PAGE>

                                     -18-

     (17) Intellectual Property Rights.

          (a)  Schedule 4.1(17A) contains a list of all Intellectual Property
               Rights owned or licensed and used or held for use by the
               Corporation ("Corporation Intellectual Property Rights"),
               specifying as to each, as applicable: (i) the nature of such
               Intellectual Property Right; (ii) the owner of such Intellectual
               Property Right; (iii) the jurisdictions by or in which such
               Intellectual Property Right is recognized without regard to
               registration or has been issued or registered or in which an
               application for such issuance or registration has been filed,
               including the respective registration or application numbers; and
               (iv) licenses, sublicenses and other agreements as to which the
               Corporation or Vendor is a party and pursuant to which any Person
               is authorized to use such Intellectual Property Right, including
               the identity of all parties thereto, a description of the nature
               and subject matter thereof, the applicable royalty and the term
               thereof.

          (b)  The Corporation Intellectual Property Rights constitute all
               Intellectual Property Rights necessary for the operation of the
               Corporation's business as presently conducted and as proposed to
               be conducted. The Corporation Intellectual Property Rights will
               be owned or available for use by the Corporation on identical
               terms and conditions immediately subsequent to the Closing
               hereunder. No Corporation Intellectual Property Rights are
               involved in any interference or re-examination or cancellation or
               opposition or abandonment proceeding and none of the Corporation
               or the Vendors has been notified or alerted that any such
               proceeding will hereafter be commenced. Except as set forth in
               Schedule 4.1(17A), none of the Corporation or any Vendor, as to
               itself, has any basis for provoking or initiating an interference
               or opposition proceeding with respect to any Intellectual
               Property Right held or used by others.

          (c)  Except as set forth on Schedule 4.1(17B), neither the Corporation
               nor any Vendor is, or has been, a defendant in any action, suit,
               investigation or proceeding relating to, or otherwise been
               notified of, any alleged claim or infringement of the Corporation
               Intellectual Property Rights, and (i) none of the Corporation,
               the Vendors or the Corporation Intellectual Property Rights have
               infringed or are infringing on the intellectual property of any
               third party, and (ii) none of the Corporation or the Vendors has
               any knowledge of any continuing infringement by any third party
               of any Corporation Intellectual Property Right. Except as set
               forth on Schedule 4.1(17B), neither the Corporation nor Vendor
               has entered into any agreement to indemnify any other Person
               against any charge of infringement, misappropriation or other
               conflict with respect to any Intellectual Property Right. The
               Employees have entered into written agreements with the
               Corporation to maintain the confidentiality of confidential
               Intellectual Property.
<PAGE>

                                     -19-

          (d)  The Corporation has delivered to Purchaser correct and complete
               copies of all of the Corporation's patents, registrations,
               applications, licenses, agreements, and permissions (as amended
               to date) relating to Corporation Intellectual Property Rights and
               has made available to Purchaser correct and complete copies of
               all other written documentation evidencing ownership and
               prosecution (if applicable) of each such Corporation Intellectual
               Property Right. With respect to each Intellectual Property Right
               that the Corporation owns:

               (i)   all patents, copyrights and trademarks included in the
                     Corporation Intellectual Property Rights are listed on
                     Schedule 4.1(17A) and are valid and subsisting in good
                     standing and all pending applications are listed on
                     Schedule 4.1(17A) and have been prosecuted in good faith as
                     required by law and are in good standing, and no
                     application for registration of any Intellectual Property
                     Right has been rejected;

               (ii)  the Corporation possesses all right, title, and interest in
                     and to the item, and no other Person has any right, title
                     or interest in any such Intellectual Property Right and all
                     such other Persons have waived their moral rights in any
                     copyright works within such Intellectual Property Rights;

               (iii) the item is not subject to any outstanding judgment, order,
                     decree, stipulation, injunction, or charge; and

               (iv)  to the best knowledge of the Vendors, there is no charge,
                     complaint, action, suit, proceeding, hearing,
                     investigation, claim, or demands pending or threatened
                     which challenges the legality, validity, enforceability,
                     use, or ownership of the Intellectual Property Right; and

               (v)   the item is not subject to any lien, security interest or
                     other encumbrance.

          (e)  Schedule 4.1(17C) sets forth a complete listing, and the
               Corporation has supplied Purchaser with correct and complete
               copies of, all licenses, sublicenses, agreements, and permissions
               (as amended to date) with respect to the Corporation Intellectual
               Property Rights. With respect to each such Intellectual Property
               Right:

               (i)   the license, sublicense, agreement, or permission covering
                     the item is legal, valid, binding, enforceable in
                     accordance with its terms, and in full force and effect;
<PAGE>

                                     -20-

               (ii)  the license, sublicense, agreement, or permission will
                     continue to be legal, valid, binding, enforceable, and in
                     full force and effect on identical terms following the
                     Closing;

               (iii) the Corporation has, and to the best knowledge of the
                     Corporation and the Vendors, no other party to the license,
                     sublicense, agreement, or permission is in breach or
                     default, and no event has occurred which with notice or
                     lapse of time could constitute a breach or default or
                     permit termination, modification, or acceleration
                     thereunder;

               (iv)  the Corporation has, and to the best knowledge of the
                     Corporation and the Vendors, no other party to the license,
                     sublicense, agreement, or permission has repudiated any
                     provision thereof;

               (v)   with respect to each sublicense, the representations and
                     warranties set forth in subsections (i) through (iv) above
                     are true and correct in all material respects with respect
                     to the underlying license;

               (vi)  the underlying item of the Intellectual Property Right is
                     not subject to any outstanding judgment, order, decree,
                     stipulation, injunction, charge, or governmental
                     restriction; and

               (vii) to the best knowledge of the Corporation and the Vendors,
                     no charge, complaint, action, suit, proceeding, hearing,
                     investigation, claim, or demand is pending or threatened
                     which challenges the legality, validity, or enforceability
                     of the underlying item of the Intellectual Property Right.

     (18) Products.

     (a)  Schedule 4.1(18) sets out a list of all Products and any other
          proprietary software developed by the Corporation and currently sold,
          licensed or otherwise used by the Corporation in its business, and any
          and all enhancements, upgrades, customizations, modifications and
          maintenance thereof (the "Software").

          (b)  Each of the Products and/or Software produced, developed or sold
               by the Corporation is, and at all times up to and including the
               sale thereof by the Corporation has been (i) in compliance in all
               material respects with all applicable federal, state, and local
               laws and regulations and (ii) conforms in all material respects
               to any promises or affirmations of fact made on the container or
               label for such product or in connection with its sale, subject to
               returns, repairs, defects and allowances in the ordinary course
               which would not reasonably be expected to have a material adverse
               effect on the Corporation.
<PAGE>

                                     -21-

          (c)  There is no material design defect with respect to any of such
               Products and/or Software and, to the best knowledge of the
               Corporation, each of such products contains adequate warnings,
               presented in a reasonably prominent manner, in accordance with
               applicable laws, rules and regulations and current industry
               practice with respect to its contents and use.

          (d)  The Products and/or Software and, to the best knowledge of the
               Corporation, any non-proprietary software used by the
               Corporation, is free from significant programming errors and
               operates in substantial conformity with its user documentation
               and other descriptions and standards applicable thereto provided
               by the Corporation, and the Products and/or Software does not
               contain any virus, timer, clock, counter or other limiting
               design, instruction or routine, that would erase data,
               programming or become inoperable or otherwise incapable of being
               used in the full manner for which it was designed and created nor
               has the Corporation been informed that the non-proprietary
               software has any such problems.

     (19) Data Processing.  Schedule 4.1(19) sets out (i) a brief description of
          the Data Processing System and (ii) a list of all agreements including
          warranties, leases and licenses relating to the Data Processing
          System.  The Data Processing System adequately meets the data
          processing needs of the Business and operations of the Corporation as
          presently conducted.  The Corporation has taken appropriate action by
          instruction, agreement or otherwise with its Employees or other
          Persons permitted access to system application programs and data files
          used in the Data Processing System to protect against unauthorized
          access, use, copying, modification, theft and destruction of such
          programs and files.  The data processing and data storage facilities
          of the Corporation are adequate and properly protected.  The
          Corporation has arranged for back-up data processing services adequate
          to meet its data processing needs in the event the Data Processing
          System or any of its components is rendered temporarily or permanently
          inoperative as a result of a natural or other disaster.

     (20) Licenses and Permits. Schedule 4.1(20) lists all the Licenses and
          Permits and identifies the ones that by their terms are not
          transferable. The Corporation holds the Licenses and Permits free and
          clear of any and all Liens. All the Licenses and Permits are in full
          force and effect, the Corporation is not in violation of any term or
          provision or requirement of any such Licenses and Permits, and no
          Person has threatened to revoke, amend or impose any condition in
          respect of, or commenced proceedings to revoke, amend or impose
          conditions in respect of, any License or Permit. The Corporation has
          obtained all licenses and permits and all approvals of any
          governmental or regulatory authorities that are required to operate
          the Business as presently conducted and presently proposed to be
          conducted, except as would not individually or in the aggregate result
          in a Material Adverse Effect.
<PAGE>

                                     -22-

     (21) Undisclosed Liabilities.  The Corporation does not have any
          liabilities, obligations, indebtedness or commitments, whether
          accrued, absolute, contingent or otherwise, which are not disclosed in
          the Financial Statements or referred to or disclosed herein, other
          than liabilities, obligations and indebtedness (i) incurred in the
          ordinary course of business, consistent with past practice; and (ii)
          which do not exceed $25,000 individually or in the aggregate.

     (22) Safety Deposit Boxes/Powers of Attorney.  Schedule 4.1(22) lists:

          (a)  the name of each bank, trust company and other financial
               institution in which the Corporation holds accounts or safety
               deposit boxes and the names of every Person authorized to draw
               thereon or to have access thereto; and

          (b)  the name of each Person holding a general or special power of
               attorney from the Corporation and a summary of the terms thereof.

     (23) Consents and Approvals. All the Consents and Approvals are listed in
          Schedule 4.1(23). Except for the Consents and Approvals and other than
          the application submitted or to be submitted, as the case may be,
          jointly on behalf of the Parties to the Ontario Securities Commission
          for relief in respect of certain of the trades contemplated by the
          share conditions of the Exchangeable Shares and the support agreement
          and exchange right agreement to be entered into on the date hereof by
          certain of the Parties, no consent or approval of any Person is
          required in connection with the execution and delivery of this
          Agreement and the completion of the transactions contemplated by this
          Agreement or to permit the Corporation to carry on the Business after
          the Closing as the Business is currently carried on by the
          Corporation.

     (24) Notices. All the Notices are listed in Schedule 4.1(24). Except for
          the Notices, no notice is required to be delivered to any Person in
          connection with the execution and delivery of this Agreement and the
          completion of the transactions contemplated by this Agreement or to
          permit the Corporation to carry on the Business after the Closing as
          the Business is presently conducted and presently proposed to be
          conducted.

     (25) Absence of Conflicting Agreements. Each Vendor represents and warrants
          as to him or her that the execution, delivery and performance of this
          Agreement by such Vendor and the completion (with any required
          Consents and Approvals and Notices) of the transactions contemplated
          by this Agreement do not and will not result in or constitute any of
          the following:

          (a)  a default, breach or violation or an event that, with notice or
               lapse of time or both, would be a default, breach or violation of
               any of the terms, conditions or provisions of the articles or by-
               laws of the Corporation;
<PAGE>

                                     -23-

          (b)  an event which, pursuant to the terms of any Contract or License
               or Permit, causes any right or interest of the Corporation to
               come to an end or be amended in any way that is detrimental to
               the Business or entitles any other Person to terminate or amend
               any such right or interest;

          (c)  the creation or imposition of any Lien on any Asset; or

          (d)  the violation of any Applicable Law by such Vendor or the
               Corporation.

     (26) Litigation.  Other than as disclosed in Schedule 4.1(17B), there is no
          action, suit, proceeding, claim, application, complaint or
          investigation in any court or before any arbitrator or before or by
          any regulatory body or governmental or non-governmental body pending
          or to the best knowledge of the Vendors threatened by or against the
          Corporation Related to the Business or affecting the Business or the
          operations or capital of the Corporation or the transactions
          contemplated by this Agreement, and there is no factual or legal basis
          which could give rise to any such action, suit, proceeding, claim,
          application, complaint or investigation.

     (27) Insurance.  Particulars of the policies of insurance maintained by the
          Corporation at the date of this Agreement are set out in Schedule
          4.1(27).  All such policies are in full force and effect and the
          Corporation is not in default, whether as to the payment of premiums
          or otherwise, under the terms of such policies.  Such policies are of
          the type and in the amount customarily carried by Persons conducting
          business similar to the Corporation.

     (28) Environmental Matters.

          (a)  The Business and the Assets as carried on or used by the
               Corporation and its predecessors have been carried on and used
               and are currently carried on and used in compliance with all
               Environmental Laws.

          (b)  The Corporation and its predecessors have not used any machinery,
               equipment or facility included in the Assets, or permitted them
               to be used, to generate, manufacture, refine, treat, transport,
               store, handle, dispose of, transfer, produce or process any
               Hazardous Substance, except in compliance with all Environmental
               Laws.

          (c)  The Corporation is not, and has not been, subject to any
               proceedings alleging the violation of any Environmental Law or to
               determine whether any remedial action is needed to respond to a
               Release.

          (d)  There are no circumstances that could reasonably be expected to
               give rise to any civil or criminal proceedings or Liability
               regarding the Release or presence of a Hazardous Substance or the
               violation of any Environmental Law by the Corporation, its
               employees, agents or others for whom it is responsible.
<PAGE>

                                     -24-

          (e)  The Environmental Permits listed in Schedule 4.1(28) constitute
               all Environmental Permits held by the Corporation. The
               Corporation has obtained all Environmental Permits required for
               the conduct of its Business and the ownership of its property.
               The Environmental Permits presently held are valid and in full
               force and effect, and no violations thereof have been
               experienced, noted or recorded, and no proceedings are pending or
               threatened to revoke or limit any of them.

          (f)  All Hazardous Substances disposed of, treated or stored by the
               Corporation or its predecessors have been disposed of, treated
               and stored in compliance with all Environmental Laws and no part
               of the Assets contains a Hazardous Substance which exceeds an
               applicable soil, groundwater or other environmental, health or
               safety criteria or standard published or enacted by a
               governmental authority or agency having jurisdiction over the
               Assets, whether or not such criteria or standard constitutes
               Environmental Law.

          (g)  There are no proceedings nor any circumstances or material facts
               which could, if true, give rise to any proceedings, in which it
               is alleged that the Corporation or its predecessors are
               potentially responsible for a domestic or foreign federal,
               provincial, state, municipal or local clean-up or remediation of
               lands contaminated with Hazardous Substances or for any other
               remedial or corrective action under an Environmental Law.

          (h)  The Corporation or its predecessors have maintained all
               environmental and operating documents and records in the manner
               and for the time periods required by any Environmental Law and
               have never conducted an environmental audit of the Business and
               Assets. For purposes of this Section, an environmental audit
               includes any evaluation, assessment, review or study performed at
               the request of or on behalf of the Corporation, a prospective
               purchaser of the Business or the Assets, a court or governmental
               authority.

          (i)  There are no pending or proposed changes to Environmental Laws of
               which the Vendors are aware which would render illegal or
               materially restrict the Business or the operations of the
               Corporation.

     (29) Employment/Consulting Contracts. Schedule 4.1(29) lists all the
          Employees as of the date of this Agreement and the position, status,
          length of service, compensation and benefits of each of them,
          respectively. The Corporation is in compliance with all Applicable
          Laws respecting employment and its employment practices. Except as set
          out in Schedule 4.1(29), the Corporation is not a party to or bound by
          any contracts or requirements of Applicable Law in respect of any
          Employee or former employee, including:
<PAGE>

                                     -25-

          (a)  any contracts for the employment or statutorily required
               re-employment of any Employee; or

          (b)  any bonus, deferred compensation, profit sharing, pension,
               retirement, hospitalization insurance or other plans or
               arrangements providing employee benefits, except for the plans
               providing employee benefits described in Schedules 4.1(29) and
               (32).

     (30) Collective Agreements.  Except as set out in Schedule 4.1(30):

          (a)  the Corporation is not a party to any collective bargaining
               agreement, contract or legally binding commitment to any trade
               union or employee organization or group in respect of or
               affecting Employees;

          (b)  the Corporation is not currently engaged in any labour
               negotiation;

          (c)  the Corporation has not engaged in any unfair labour practice and
               the Corporation is not aware of any pending or threatened
               complaint regarding any alleged unfair labour practices;

          (d)  there is no strike, labour dispute, work slow down or stoppage
               pending or threatened against the Corporation; and

          (e)  the Corporation is not the subject of any union organization
               effort.

     (31) Employee Plans.

          (a)  Schedule 4.1(31) lists all the employee benefit, health, welfare,
               supplemental unemployment benefit, bonus, pension, profit
               sharing, deferred compensation, stock compensation, stock
               purchase, retirement, hospitalization insurance, medical, dental,
               legal, disability and similar plans or arrangements or practices
               relating to the Employees or former Employees which are currently
               maintained or were maintained at any time in the last five
               calendar years (the "Employee Plans").

          (b)  All of the Employee Plans are and have been established,
               registered, qualified, invested and administered in all respects
               in accordance with all laws, regulations, orders or other
               legislative, administrative or judicial promulgations applicable
               to the Employee Plans ("Applicable Employee Benefit Laws"). No
               fact or circumstance exists that could adversely affect the tax-
               exempt status of an Employee Plan, if applicable.

          (c)  All obligations regarding the Employee Plans have been satisfied,
               there are no outstanding defaults or violations by any party to
               any Employee Plan and no Taxes, penalties or fees are owing or
               exigible under any of the Employee Plans.
<PAGE>

                                     -26-

          (d)  The Corporation may unilaterally amend, modify, vary, revoke or
               terminate, in whole or in part, each Employee Plan and take
               contribution holidays under or withdraw surplus from each
               Employee Plan, subject only to approvals required by Applicable
               Employee Benefit Laws.

          (e)  No Employee Plan, nor any related trust or other funding medium
               thereunder, is subject to any pending investigation, examination
               or other proceeding, action or claim initiated by any
               governmental agency or instrumentality, or by any other party
               (other than routine claims for benefits), and there exists no
               state of facts which after notice or lapse of time or both could
               reasonably be expected to give rise to any such investigation,
               examination or other proceeding, action or claim or to affect the
               registration of any Employee Plan required to be registered.

          (f)  All contributions or premiums required to be made by the
               Corporation under the terms of each Employee Plan or by
               Applicable Employee Benefit Laws have been made in a timely
               fashion in accordance with Applicable Employee Benefit Laws and
               the terms of the Employee Plans, and the Corporation does not
               have, and as of the Closing Time will not have, any liability
               (other than liabilities accruing after the Closing Time) with
               respect to any of the Employee Plans.  Contributions or premiums
               will be paid by the Corporation on an accrual basis for the
               period up to the Effective Time even though not otherwise
               required to be made until a later date.

          (g)  No amendments have been made to any Employee Plan and no
               improvements to any Employee Plan have been promised and no
               amendments or improvements to an Employee Plan will be made or
               promised by the Corporation before the Closing Time.

          (h)  There have been no improper withdrawals, applications or
               transfers of assets from any Employee Plan or the trusts or other
               funding media relating thereto, and neither the Corporation nor
               any of its agents has been in breach of any fiduciary obligation
               with respect to the administration of the Employee Plans or the
               trusts or other funding media relating thereto.

          (i)  Subject to approvals under Applicable Employee Benefit Laws, the
               Corporation may amend, revise or merge any Employee Plan or the
               assets transferred from any Employee Plan with any other
               arrangement, plan or fund.

          (j)  The Vendors have furnished to the Purchaser true, correct and
               complete copies of all the Employee Plans as amended as of the
               date hereof together with all related documentation including
               funding agreements, actuarial reports, funding and financial
               information returns and statements, all professional opinions
               (whether or not internally prepared) with respect to
<PAGE>

                                     -27-

               each Employee Plan, all material internal memoranda concerning
               the Employee Plans, copies of material correspondence with all
               regulatory authorities with respect to each Employee Plan and
               plan summaries, booklets and personnel manuals. No material
               changes have occurred to the Employee Plans or are expected to
               occur which would affect the actuarial reports or financial
               statements required to be provided to the Purchaser pursuant to
               this Section 4.1(31).

          (k)  Each Employee Plan is fully funded or fully insured on both an
               ongoing and solvency basis pursuant to the actuarial assumptions
               and methodology set out in Schedule 4.1(31).

          (l)  None of the Employee Plans enjoys any special tax status under
               Applicable Employee Benefit Laws, nor have any advance tax
               rulings been sought or received in respect of the Employee Plans.

          (m)  All employee data necessary to administer each Employee Plan has
               been provided by the Vendors to the Purchaser and is true and
               correct.

          (n)  No insurance policy or any other contract or agreement affecting
               any Employee Plan requires or permits a retroactive increase in
               premiums or payments due thereunder.  The level of insurance
               reserves under each insured Employee Plan is reasonable and
               sufficient to provide for all incurred but unreported claims.

          (o)  Except as disclosed in Schedule 4.1(31), none of the Employee
               Plans provides benefits to retired employees or to the
               beneficiaries or dependants of retired employees.

     (32) Bonuses.  Except as disclosed in Schedule 4.1(32), the Corporation has
          not paid any bonus, fee, distribution, remuneration or other
          compensation to any Person (other than salaries, wages or bonuses paid
          or payable to Employees in the ordinary course of business in
          accordance with current compensation levels and practices as set out
          in Schedules 4.1(29) and 4.1(31)).

     (33) Customers and Suppliers.  Schedule 4.1(33) lists the five largest
          customers and the ten largest suppliers of the Corporation (or such
          additional customers or suppliers of the Corporation which are
          sufficient to constitute ten per cent or more of total sales or
          purchases, as the case may be) for the 12 month period ending
          immediately before the date of this Agreement.  The aggregate amount
          which each customer listed on Schedule 4.1(33) was invoiced and each
          supplier listed on Schedule 4.1(33) was paid during the 12 month
          period ending immediately before the date of this Agreement.  Each
          Vendor represents and warrants as to him or her that such Vendor is
          not aware of, nor has he or she received notice of, any intention on
          the part of any such customer or supplier to cease doing business with
          the Corporation or to modify or change in any material manner any
          existing
<PAGE>

                                     -28-

          arrangement with the Corporation for the purchase or supply of any
          products or services. The relationships of the Corporation with each
          of its principal suppliers, shippers and customers are commercially
          satisfactory, and there are no unresolved disputes with any such
          supplier, shipper or customer.

(34)      Product Warranties. There are no claims against the Corporation on
          account of product warranties or with respect to the production or
          sale of defective or inferior products, other than claims made in the
          ordinary course of business.

(35)      Affiliated Transactions. Other than consulting agreements with
          personal holding companies of each of the Principal Vendors, the
          Corporation is not a party to any Contract with, nor liable in respect
          of any advance, loan, guarantee to or on behalf of, any shareholder,
          officer, director, Employee or Affiliate of the Corporation or any
          other Person with whom the Corporation does not deal at arm's length.

(36)      Intercompany Services. Other than consulting agreements with personal
          holding companies of each of the Principal Vendors, and other than as
          disclosed in Schedule 4.1(29), there are no material intercompany
          services provided to the Corporation by any Vendor or by any Affiliate
          of any Vendor other than the Corporation.

(37)      Tax Filings. The Corporation has prepared and filed on time with all
          appropriate governmental bodies all tax returns, declarations,
          remittances, information returns, reports and other documents of every
          nature required to be filed by or on behalf of the Corporation in
          respect of any Taxes or in respect of any other provision in any
          domestic or foreign federal, provincial, municipal, state, territorial
          or other taxing statute for all fiscal periods ending prior to the
          date hereof and will continue to do so in respect of any fiscal period
          ending on or before the Closing Date. All such returns, declarations,
          remittances, information returns, reports and other documents are
          correct and complete in all material respects, and no material fact
          has been omitted therefrom. No extension of time in which to file any
          such returns, declarations, remittances, information returns, reports
          or other documents is in effect. All Taxes shown on all such returns,
          or on any assessments or reassessments in respect of any such returns
          have been paid in full. There are no circumstances existing which
          could result in the application of Section 78 of the Income Tax Act
          (Canada), as amended, or any equivalent provincial provision, to the
          Corporation, other than in respect of unpaid bonuses as disclosed in
          Schedule 4.1(32).

(38)      Taxes Paid. The Corporation has paid in full all Taxes required to be
          paid on or prior to the date hereof and has made adequate provision in
          the Financial Statements in accordance with GAAP for the payment of
          all Taxes in respect of all fiscal periods ending on or before the
          Closing Date and no other Taxes are or will be payable by the
          Corporation in respect of any fiscal period ending on or before the
          Closing Date.
<PAGE>

                                     -29-

(39)      Reassessments of Taxes. There are no reassessments of the
          Corporation's Taxes that have been issued and are outstanding and
          there are no outstanding issues relating to Taxes which have been
          raised and communicated to the Corporation by any governmental body
          for any taxation year in respect of which a Tax return of the
          Corporation has been audited. No governmental body has challenged,
          disputed or questioned the Corporation in respect of Taxes or of any
          returns, filings or other reports filed under any statute providing
          for Taxes. The Corporation is not negotiating any Tax assessment or
          reassessment with any governmental body. Each Vendor represents and
          warrants as to him or her that such Vendor is not aware of any
          contingent liabilities for Taxes of the Corporation or any grounds for
          an assessment or reassessment of the Corporation. Neither the
          Corporation nor such Vendor has received any indication from any
          governmental body that an assessment or reassessment of the
          Corporation is proposed in respect of any Taxes, regardless of its
          merits. The Corporation has not executed or filed with any
          governmental body any agreement or waiver extending the period for
          assessment, reassessment or collection of any Taxes. All taxation
          years up to and including the taxation year ended July 31, 1995 are
          considered closed by Canadian federal and provincial governmental
          bodies for the purposes of all Taxes.

(40)      Withholdings and Remittances. The Corporation has withheld from each
          payment made to any of its present or former employees, officers and
          directors, and to all Persons who are non-residents of Canada for the
          purposes of the Income Tax Act (Canada) all amounts required by law to
          be withheld, and furthermore, has remitted such withheld amounts
          within the prescribed periods to the appropriate governmental body.
          The Corporation has remitted all Canada Pension Plan contributions,
          provincial pension plan contributions, unemployment and employment
          insurance premiums, employer health taxes and other Taxes payable by
          it in respect of its employees and has remitted such amounts to the
          proper governmental body within the time required under the applicable
          legislation. The Corporation has charged, collected and remitted on a
          timely basis all Taxes as required under applicable legislation on any
          sale, supply or delivery whatsoever, made by the Corporation.

(41)      Depreciable Property. At the Closing Date, but before claiming any
          capital cost allowance in respect of the fiscal period ending
          immediately before Closing, for purposes of the Income Tax Act
          (Canada), the Corporation will own depreciable property of the
          prescribed classes and having undepreciated capital costs as set out
          in Schedule 4.1(41).

(42)      Capital Gains. The Corporation will not at any time be deemed to have
          a capital gain pursuant to subsection 80.03(2) of the Income Tax Act
          (Canada) as a result of any transaction or event taking place in any
          taxation year ending on or before the Closing Date.
<PAGE>

                                     -30-

(43)      Absence of Certain Changes or Events. Since the date to which the
          Financial Statements are made up, the Corporation has not:

          (a)  suffered any Material Adverse Change;

          (b)  amended its articles;

          (c)  declared or made any payment of any dividend or other
               distribution in respect of its shares and has not redeemed,
               purchased or otherwise acquired any shares;

          (d)  issued or sold any shares or other securities or issued, sold or
               granted any option, warrant or right to purchase any shares or
               other securities;

          (e)  disposed of any of the Assets reflected on the balance sheet
               forming part of the Financial Statements, except sales of Assets
               or Real Property in the ordinary course of business, consistent
               with past practice and not in excess of US$50,000, individually
               or in the aggregate;

          (f)  changed any accounting or costing systems or methods in any
               material respect;

          (g)  suffered any extraordinary loss or cancelled or waived any debt,
               claim or other right;

          (h)  incurred or assumed any liabilities, obligations or indebtedness
               (whether accrued, absolute, contingent or otherwise), except
               unsecured current liabilities, obligations and indebtedness
               incurred in the ordinary course of business, consistent with past
               practice and not in excess of US$25,000, individually or in the
               aggregate;

          (i)  other than as disclosed in Schedules 4.1(29) and (32), made or
               granted any bonus, increased the compensation paid (other than
               for normal merit and cost of living increases) or made loans or
               advances to any Director, Officer or Employee since the date of
               the latest Financial Statements;

          (j)  mortgaged, pledged, granted a security interest in or otherwise
               encumbered any of the Assets, except in the ordinary course of
               business, consistent with past practice, and in amounts which,
               individually and in the aggregate are not material to the
               financial condition of the Corporation or operation of the
               Business.

          (k)  entered into any Material Contract or any other transaction that
               was not in the ordinary course of business, consistent with past
               practice; or
<PAGE>

                                     -31-

          (l)  terminated, cancelled or modified in any material respect or
               received notice or a request for termination, cancellation or
               modification in any material respect of any Material Contract.

(44)      Brokerage Fees. Except as disclosed in Schedule 4.1(44), the
          Corporation has not entered into any agreement which would entitle any
          Person to any valid Claim against any of the Corporation, the
          Purchaser or BEA for a broker's commission, finder's fee or any like
          payment in respect of the purchase and sale of the Shares or any other
          matters contemplated by this Agreement. Furthermore, each Vendor
          represents and warrants as to him or her that such Vendor has not
          entered into any agreement which would entitle any Person to any valid
          Claim against any of the Corporation, the Purchaser or BEA for a
          broker's commission, finder's fee or any like payment in respect of
          the purchase and sale of the Shares or any other matters contemplated
          by this Agreement.

(45)      Subsidiaries. The Corporation does not have any subsidiary nor does it
          have any direct or indirect interest in any Person.

(46)      Full Disclosure. Except to the extent superseded by another document,
          none of the representations and warranties of the Vendors contained in
          this Section 4.1 and no document furnished by or on behalf of the
          Vendors to the Purchaser in connection with the negotiation of the
          transactions contemplated by this Agreement contain any untrue
          statement of a material fact or omit to state any material fact
          necessary to make any such statement or representation not misleading
          to a prospective purchaser of the Shares seeking full information as
          to the Corporation and its properties, business and affairs. There is
          no fact, or information, known to the Corporation or the Vendors which
          is reasonably expected by it or them, as the case may be, to occur
          after the Closing Date which has not been disclosed to the Purchaser
          in writing and which either the Corporation or any of the Vendors
          presently believes has or could have a Material Adverse Effect, other
          than any changes in the prospects of the Corporation which result from
          developments affecting general economic or industry conditions.

(47)      Representations concerning US Securities Laws. Each Vendor represents
          that it is not a US Person and is not acquiring any securities
          hereunder (including any shares of BEA Common Stock issuable upon
          exchange of the Exchangeable Shares) for the account or for the
          benefit of any US Person. Each Vendor acknowledges that any transfer
          of any such securities may only be made (i) pursuant to Regulation S
          of the Securities Act of 1933, as amended (the "1933 Act"), (ii)
          pursuant to registration under the 1933 Act, or (iii) pursuant to an
          available exemption from the registration requirements of the 1933
          Act.

(48)      Representations concerning Canadian Securities Laws. Each Vendor
          represents that (i) the Vendor is a resident of the Province of
          Ontario, (ii) the Vendor is acquiring all securities hereunder
          (including any right to acquire shares of BEA Common Stock issuable
          upon exchange of the Exchangeable Shares) as principal
<PAGE>

                                     -32-

          for its own account and not for the benefit of any other Person and
          (iii) the Corporation has always been and continues to be a "private
          company" as such term is defined by the Securities Act (Ontario). Each
          Vendor acknowledges that any transfer of any securities acquired
          hereunder or upon the exchange of any such security may only be made
          pursuant to the registration and prospectus requirements of the
          applicable Canadian provincial securities laws or pursuant to
          exemptions therefrom.

4.2  Representations and Warranties of the Purchaser and BEA.  The Purchaser and
BEA jointly and severally represent and warrant to the Vendors as follows:

     (1)  Incorporation and Power. Each of the Purchaser and BEA is a
          corporation duly incorporated under the laws of the jurisdiction of
          its incorporation and is duly organized, validly subsisting and in
          good standing under such laws.

     (2)  Due Authorization. Each of the Purchaser and BEA has all necessary
          corporate power, authority and capacity to enter into this Agreement
          and all other agreements and instruments to be executed by it as
          contemplated by this Agreement and to carry out its obligations under
          this Agreement and such other agreements and instruments. The
          execution and delivery of this Agreement and such other agreements and
          instruments and the completion of the transactions contemplated by
          this Agreement and such other agreements and instruments have been
          duly authorized by all necessary corporate action on the part of each
          of the Purchaser and BEA.

     (3)  Enforceability of Obligations. This Agreement and all other agreements
          and instruments to be executed by the Purchaser or BEA as contemplated
          by this Agreement constitute, or will constitute, a valid and binding
          obligation of each of the Purchaser and BEA enforceable against it in
          accordance with its terms subject, however, to limitations on
          enforcement imposed by bankruptcy, insolvency, reorganization or other
          laws affecting creditors' rights generally and to the extent that
          equitable remedies such as specific performance and injunctions are
          only available in the discretion of the court from which they are
          sought.

     (4)  Capitalization of Purchaser and BEA. The authorized capital of the
          Purchaser consists of an unlimited number of common shares, of which
          100 are outstanding, an unlimited number of Exchangeable Shares and
          1,000 Preferred Shares, none of each of which were outstanding prior
          to the Closing. The authorized capital stock of BEA consists of
          285,000,000 shares of common stock and 5,000,000 shares of preferred
          stock. All of the issued and outstanding common shares of the
          Purchaser are directly or indirectly owned by Exchangeco, and all of
          the issued and outstanding shares of Exchangeco are directly or
          indirectly owned by BEA. All of the Exchangeable Shares and all shares
          of BEA common stock to be issued to the Vendors at Closing or in
          exchange for Exchangeable Shares (i) have been or will be duly
          authorized and validly issued, fully paid and non-assessable when
          issued and (ii) assuming the accuracy of the representations and
          warranties of the
<PAGE>

                                     -33-

          Corporation and the Vendors contained herein, will be offered, issued,
          sold and delivered by the Purchaser, Exchangeco or BEA, as applicable,
          in compliance with all applicable Canadian and U.S. securities laws.

(5)       No Violation. Neither the execution and deliver of this Agreement or
          the other agreements and instruments contemplated by this Agreement
          nor the consummation of the transactions contemplated hereby or
          thereby will violate any provisions of the articles of incorporation
          or bylaws of the Purchaser or BEA, violate, or be in conflict with, or
          constitute a default under or cause the acceleration of the maturity
          of any debt or obligation pursuant to, any agreement of mutual
          commitment to which the Purchaser or BEA is a party or which the
          Purchaser or BEA is bound, or violate any statute or law or any
          judgement, decree, order, regulation, or rule of any court or
          governmental authority.

(6)       SEC Filings; Financial Statements. All statements, reports, schedules,
          forms and other documents required to have been filed by BEA with the
          SEC have been so filed. As of the time it was filed with the SEC (or,
          if amended or superseded by a filing prior to the date of this
          Agreement, then on the date of such filing): (i) each of such
          documents complied in all material respects with the applicable
          requirements of the Securities Act or the Exchange Act (as the case
          may be); and (ii) none of such documents contained any untrue
          statement of a material fact or omitted to state a material fact
          required to be stated therein or necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading. The consolidated financial statements
          contained in such documents: (i) complied as to form in all material
          respects with the published rules and regulations of the SEC
          applicable thereto; (ii) were prepared in accordance with generally
          accepted accounting principles applied on a consistent basis
          throughout the periods covered (except as may be indicated in the
          notes to such financial statements and, in the case of unaudited
          statements, as permitted by Form 10-Q of the SEC, and except that
          unaudited financial statements may not contain footnotes and are
          subject to normal and reoccurring year-end audit adjustments which
          will not, individually or in the aggregate, be material in amount);
          and (iii) fairly present, in all material respects, the consolidated
          financial position, in all material respect of BEA and its
          subsidiaries as of the respective dates hereof and the consolidated
          results of operations of BEA and its subsidiaries for the periods
          covered thereby. To the knowledge of senior management of BEA, no
          material adverse change in BEA's business or financial condition,
          taken as a whole, has occurred since its most recently filed Form 10-
          Q, except (i) as disclosed in any document referred to above filed or
          amended after the date of such Form 10-Q, (ii) as disclosed to
          Vendor's Representative, or (iii) for any changes in the economy in
          general (or in the overall industry in which BEA operates) or in any
          stock market or trading system (including, without limitation, any
          change in the value of any trading indices with respect thereto).

(7)       Consents and Approvals of Government Authorities No consent, approval
          or authorization of, or declaration, filing or registration with, any
          governmental or
<PAGE>

                                     -34-

          regulatory authority is required in connection with the execution,
          delivery and performance of this Agreement or the other documents
          contemplated hereby by BEA or the Purchaser and the consummation of
          the transactions contemplated hereby or thereby.

     (8)  Representations Complete. None of the representations and warranties
          of Purchaser and BEA contained in this Section 4.2 contain any untrue
          statement of a material fact and do not omit to state any material
          fact necessary to make such representations and warranties, in light
          of the circumstances under which they were made, not misleading to a
          prospective purchaser of Exchangeable Shares or shares of BEA Common
          Stock.

4.3  Survival of Representations and Warranties.

     (1)  The representations and warranties of each Vendor contained in Section
4.1 or any other agreement, certificate or instrument delivered pursuant to this
Agreement shall survive the Closing for a period of one (1) year from the
Closing Date, and notwithstanding the Closing and any inspection or inquiries
made by or on behalf of the Purchaser, shall continue in full force and effect
for the benefit of the Purchaser and BEA, after which time, except as otherwise
provided herein, such Vendor shall be released from all obligations in respect
of such representations and warranties except with respect to any Claims
asserted by the Purchaser or BEA in writing (setting out in reasonable detail
the nature of the Claim and the approximate amount of such Claim) before the
expiration of such period.

     (2)  The representations and warranties of the Purchaser and BEA contained
in Section 4.2 or any other agreement, certificate or instrument delivered
pursuant to this Agreement shall survive the Closing for a period of one (1)
year from the Closing Date, and notwithstanding the Closing and any inspection
or inquires made by or on behalf of the Vendors, shall continue in full force
and effect for the benefit of the Vendors, after which time the Purchaser and
BEA shall be released from all obligations in respect of such representations
and warranties except with respect to any Claims asserted by the Vendors in
writing (setting out in reasonable detail the nature of the Claim and the
appropriate amount thereof) before the expiration of such period.

                          ARTICLE 5 - INDEMNIFICATION

5.1  Indemnity by the Vendor. Each Vendor shall severally indemnify and hold the
Purchaser, the Corporation and BEA and their respective directors, officers,
employees, agents and representatives, and the Affiliates of the Purchaser, the
Corporation and BEA and their respective directors, officers, employees, agents,
representatives harmless in respect of any claim, demand, action, cause of
action, damage, loss, cost, liability or expense (hereinafter referred to as a
"Claim") which may be made or brought against an Indemnified Party or which it
may suffer or incur directly or indirectly as a result of, in respect of or
arising out of:
<PAGE>

                                     -35-

     (1)  any incorrectness in or breach of any representation or warranty of
          such Vendor contained in this Agreement or under any other agreement,
          certificate or instrument executed and delivered pursuant to this
          Agreement; or

     (2)  any breach of or any non-fulfilment of any covenant or agreement on
          the part of such Vendor under this Agreement or under any other
          agreement, certificate or instrument executed and delivered pursuant
          to this Agreement;

provided, that for purposes of determining the amount of damages for any breach
specified in clauses (1) or (2) above, such representation, warranty or covenant
shall be deemed breached where the damages relating thereto, individually or in
the aggregate, are in excess of $25,000 (once such $25,000 threshold has been
surpassed, such amount shall be included in full in determining whether the
aggregate amount of damages exceeds the U.S.$100,000 limitation set forth in
Section 5.3).

5.2  Indemnity by the Purchaser and BEA. The Purchaser and BEA shall jointly and
severally indemnify and hold each Vendor, his or her respective heirs,
representatives, successors and permitted assigns harmless in respect of any
Claim which may be made or brought against an Indemnified Party or which it may
suffer or incur directly or indirectly as a result of, in respect of or arising
out of:

     (1)  any incorrectness in or breach of any representation or warranty of
          the Purchaser or BEA contained in this Agreement or under any other
          agreement, certificate or instrument executed and delivered pursuant
          to this Agreement; or

     (2)  any breach or non-fulfilment of any covenant or agreement on the part
          of the Purchaser or BEA under this Agreement or under any other
          agreement, certificate or instrument executed and delivered pursuant
          to this Agreement;

provided, that for purposes of determining the amount of damages for any breach
specified in clauses (1) or (2) above, such representation, warranty or covenant
shall be deemed breached where the damages relating thereto, individually or in
the aggregate, are in excess of $25,000 (once such $25,000 threshold has been
surpassed, such amount shall be included in full in determining whether the
aggregate amount of damages exceeds the U.S.$100,000 limitation set forth in
Section 5.3).

5.3  Limitations. Subject to the last sentence of this Section 5.3, all
indemnification claims under Section 5.1 shall be satisfied solely from the
Indemnity Escrow Shares held pursuant to and in accordance with the provisions
of the Escrow Agreement 1 and, no Person shall have any further right to
recovery directly from any Vendor. Subject to the last sentence of this Section
5.3, the maximum liability pursuant to indemnification claims under Section 5.1
of any Vendor shall be limited to those Indemnity Escrow Shares in which such
Vendor has an interest that is held pursuant to the Escrow Agreement 1. Subject
to the last sentence of this Section 5.3, the maximum liability pursuant to
indemnification claims under Section 5.2 of the Purchaser and BEA, collectively,
shall not exceed US$2,050,000. The Vendors shall not have any Liability for
indemnification pursuant to Sections 5.1 or relating to any breach of any of the
representations
<PAGE>

                                     -36-

and warranties contained in Sections 4.1 unless and until the accumulated
aggregate amount of Claims against the Vendors arising from breaches of
representations and warranties hereunder exceeds US$100,000, following which all
such accumulated Claims and all further Claims against such party shall be
recoverable as provided in this Agreement. BEA and the Purchaser shall not have
any Liability for indemnification pursuant to Sections 5.2 or relating to any
breach of any of the representations and warranties contained in Sections 4.2
unless and until the accumulated aggregate amount of Claims against BEA and the
Purchaser arising from breaches of representations and warranties hereunder
exceeds US$100,000, following which all such accumulated Claims and all further
Claims against such party shall be recoverable as provided in this Agreement. No
Vendor shall have any Liability under this Agreement for the breach of a
representation and warranty made on a several (and not joint and several) basis
by any other Vendor. For purposes of this Section 5.3, a Vendor's pro rata share
of a Liability shall be that percentage of the Liability as is equal to the
percentage that the Purchase Price received by such Vendor is of the total
Purchase Price as set forth in Schedule 2.3(3)(c). The limitations of the first
three sentences of this Section 5.3 shall not apply in the case of a fraudulent
or intentional misrepresentation or breach by any party, but no Person shall be
liable for any misrepresentation or breach by any other Person (except to the
extent of its share of the shares held under the Escrow Agreement 1).

5.4  Notice of Claim. If an Indemnified Party becomes aware of a Claim in
respect of which indemnification is provided for pursuant to either of Section
5.2 or 5.1, as the case may be, the Indemnified Party shall promptly give
written notice of the Claim to the Indemnifying Party. Such notice shall specify
whether the Claim arises as a result of a claim by a Person against the
Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise
(a "Direct Claim"), and shall also specify with reasonable particularity (to the
extent that the information is available):

            (a)  the factual basis for the Claim; and

            (b)  the amount of the Claim, if known.

If, through the fault of the Indemnified Party, the Indemnifying Party does not
receive notice of any Claim in time effectively to contest the determination of
any liability susceptible of being contested, then the Liability of the
Indemnifying Party to the Indemnified Party under this Article shall be reduced
by the amount of any losses incurred by the Indemnifying Party resulting from
the Indemnified Party's failure to give such notice on a timely basis.

5.5  Direct Claims. In the case of a Direct Claim, the Indemnifying Party shall
have forty-five (45) days from receipt of notice of the Claim within which to
make such investigation of the Claim as the Indemnifying Party considers
necessary or desirable. For the purpose of such investigation, the Indemnified
Party shall make available to the Indemnifying Party the information relied upon
by the Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying Party may reasonably request. If both parties
agree at or before the expiration of such forty-five (45) day period (or any
mutually agreed upon extension thereof) to the validity and amount of such
Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the
full agreed upon amount of the Claim, failing
<PAGE>

                                     -37-

which the matter shall be referred to and finally settled by binding arbitration
as contemplated herein from which there shall be no appeal.

5.6  Third Party Claims. In the case of a Third Party Claim, the Indemnifying
Party shall have the right, at its expense, to participate in or assume control
of the negotiation, settlement or defence of the Claim. If the Indemnifying
Party elects to assume such control, the Indemnifying Party shall reimburse the
Indemnified Party for all of the Indemnified Party's out-of-pocket expenses
incurred as a result of such participation or assumption. The Indemnified Party
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim and to retain counsel to act on its behalf, provided that
the fees and disbursements of such counsel shall be paid by the Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel at
its expense or unless representation of both the Indemnifying Party and the
Indemnified Party by the same counsel would be inappropriate, in the reasonable
opinion of the Indemnity Party's counsel, due to the actual or potential
differing interests between them (such as the availability of different
defences). The Indemnified Party shall co-operate with the Indemnifying Party so
as to permit the Indemnifying Party to conduct such negotiation, settlement and
defence and for this purpose shall preserve all relevant documents in relation
to the Third Party Claim, allow the Indemnifying Party reasonable access on
reasonable notice to inspect and take copies of all such documents and require
its personnel to provide such statements as the Indemnifying Party may
reasonably require and to attend and give evidence at any trial or hearing in
respect of the Third Party Claim as reasonably requested so as not to materially
interfere with the Indemnified Party's business. If, having elected to assume
control of the negotiation, settlement or defence of the Third Party Claim, the
Indemnifying Party thereafter fails to conduct such negotiation, settlement or
defence with reasonable diligence, in the reasonable opinion of the Indemnified
Party's counsel, then the Indemnified Party shall be entitled, at the
Indemnifying Party's expense, to assume such control and the Indemnifying Party
shall be bound by the results obtained by the Indemnified Party with respect to
such Third Party Claim. If any Third Party Claim is of a nature such that (i)
the Indemnified Party is required by Applicable Law or the order of any court,
tribunal or regulatory body having jurisdiction, or (ii) it is necessary in the
reasonable view of the Indemnified Party acting in good faith and in a manner
consistent with reasonable commercial practices, in respect of (A) a Third Party
Claim by a customer relating to products or services supplied by the Business or
(B) a Third Party Claim relating to any Contract which is necessary to the
ongoing operations of the Business or any material part thereof in order to
avoid material damage to the relationship between the Indemnified Party and any
of its major customers or to preserve the rights of the Indemnified Party under
such an essential Contract, to make a payment to any Person (a "Third Party")
with respect to the Third Party Claim before the completion of settlement
negotiations or related legal proceedings, as the case may be, then the
Indemnified Party may make such payment and the Indemnifying Party shall,
promptly after demand by the Indemnified Party, reimburse the Indemnified Party
for such payment. If the amount of any liability of the Indemnified Party under
the Third Party Claim in respect of which such a payment was made, as finally
determined, is less than the amount which was paid by the Indemnifying Party to
the Indemnified Party, the Indemnified Party shall, promptly after receipt of
the difference from the Third Party, pay the amount of such difference to the
Indemnifying Party. If such a payment, by resulting in settlement of the Third
Party Claim, precludes a final determination of the merits of the Third
<PAGE>

                                     -38-

Party Claim and the Indemnified Party and the Indemnifying Party are unable to
agree whether such payment was unreasonable in the circumstances having regard
to the amount and merits of the Third Party Claim, then such dispute, and the
amount to be paid by the Indemnified Party to the Indemnifying Party, if any,
shall be referred to and finally settled by binding arbitration as contemplated
herein from which there shall be no appeal.

5.7  Settlement of Third Party Claims.  If the Indemnifying Party fails to
assume control of the defence of any Third Party Claim, the Indemnified Party
shall have the exclusive right to contest, settle or pay the amount claimed.
Whether or not the Indemnifying Party assumes control of the negotiation,
settlement or defence of any Third Party Claim, the Indemnifying Party shall not
settle any Third Party Claim without the written consent of the Indemnified
Party, which consent shall not be unreasonably withheld or delayed; provided,
however, that the liability of the Indemnifying Party shall be limited to the
proposed settlement amount (which would have been accepted by the Third Party)
if any such consent is not obtained for any reason within a reasonable time
after the request therefor.

5.8  Interest on Claims.  The amount of any Claim submitted under Section 5.1 or
Section 5.2 as damages or by way of indemnification shall bear interest from and
including the date any Indemnified Party is required to make payment in respect
thereof at the Prime Rate calculated from and including such date to but
excluding the date reimbursement of such Claim by the Indemnifying Party is
made, and the amount of such interest shall be deemed to be part of such Claim.

5.9  GST/HST Gross-UP and other Tax Adjustments. The amount of any Claim
submitted under Section 5.1 or 5.2 as damages or by way of indemnification as
determined without regard to this Section shall be increased by an amount equal
to the rate of GST/HST or any similar Tax applicable to such amount. The amount
of any Claim submitted under Sections 5.1 or 5.2 as damages or by way of
indemnification shall be determined on an after-Tax basis, and without limiting
the generality of the foregoing, shall include the amount necessary to hold the
Indemnified Party harmless after Tax.

                             ARTICLE 6  - COVENANTS

6.1  Compliance with US Securities Laws..Each Vendor agrees not to sell or
transfer any shares of BEA Common Stock received upon exchange of the
Exchangeable Shares unless such sale or transfer is made (i) pursuant to
Regulation S of the 1933 Act, (ii) pursuant to registration under the 1933 Act,
or (iii) pursuant to an available exemption from the registration requirements
of the 1933 Act. Each Vendor acknowledges BEA's right to refuse to register any
such transfer or sale of BEA Common Stock in breach of this Section 6.1 and
holds BEA harmless from any Claim that may result from such actions.

6.2  Compliance with Canadian Securities Laws.  Each Vendor agrees not to (i)
sell or transfer any Exchangeable Shares, any right to acquire shares of BEA
Common Stock or any shares of BEA Common Stock or (ii) exercise any exchange or
retraction right provided by the provisions of the Exchangeable Shares, unless
such sale, transfer or exercise, as the case may be, is made pursuant to the
registration and prospectus requirements of the applicable Canadian
<PAGE>

                                     -39-

provincial securities laws or pursuant to exemptions therefrom. Each Vendor
acknowledges the right of the Purchaser, Exchangeco and BEA to refuse to take
any action in furtherance of any such sale, transfer or exercise in breach of
this Section 6.2 and holds each of the Purchaser, Exchangeco and BEA harmless
from any Claim that may result from such actions.

6.3  Application for Relief from Certain Securities Laws.  BEA and the Purchaser
shall cause its counsel to submit jointly on behalf of the Parties to the
Ontario Securities Commission within five (5) Business Days of the Closing, the
application referred to in Subsection 4.1(23), which application shall be in
form acceptable to the Vendors and their counsel, acting reasonably.  BEA and
the Purchaser shall use their reasonable commercial efforts to prosecute and
obtain such relief as soon as is reasonably practicable.  Each Vendor shall
fully cooperate with BEA and the Purchaser in the preparation, submission and
prosecution of such application, including without limitation executing a
verification of facts statement to be filed in connection therewith.

6.4  Indemnity by BEA Re: Certain Redemptions of Exchangeable Shares.  If any
Exchangeable Shares are (A) redeemed (i) prior to the five (5) year anniversary
of the date of this Agreement and (ii) pursuant to either of Subsections (b),
(c) and (d) of the definition of "Redemption Date" in the rights, privileges,
restrictions and conditions attaching to the Exchangeable Shares (the
"Exchangeable Share Provisions"), or (B) purchased by Exchangeco pursuant to the
exercise by it of the Redemption Call Right (as that term is defined in the
Exchangeable Share Provisions) (each an "early redemption"), then BEA shall pay
to the Vendors at the same time as, and as a condition to, an early redemption
an amount equal to 50% of the product of the following:

     (1)  the amount of income or capital gains tax payable by the Vendors or
          Vendor, as the case may be, arising directly as a result of the
          exchange of the Exchangeable Shares subject of the early redemption,
          for shares of BEA Common Stock;

     (2)  the number of years from the date on which the Vendors or Vendor
          referred to in Subsection (1) above are required to remit the income
          tax payable to Revenue Canada as a result of an early redemption until
          April 30, 2006 and by way of example, if an early redemption occurred
          on December 1, 2000, the number of years for the purposes of this
          Subsection would be five (5); and

     (3)  the fluctuating annual rate of interest (however designated) of CIBC
          from time to time for determining interest chargeable by CIBC on
          Canadian dollar commercial loans in Canada with such interest rate to
          be set on the date which is five (5) Business Days immediately
          preceding the applicable Redemption Date (as such term is defined in
          the Exchangeable Share Provisions).

                         ARTICLE 7 - DISPUTE RESOLUTION

7.1  Arbitration Procedures.  All disputes over the Claims made pursuant to
Article 5 and any other Claims arising out of, connected with or related to this
Agreement, the negotiation and/or performance of same ("Disputes") shall, if not
resolved pursuant to Section 5.7, be
<PAGE>

                                     -40-

determined in accordance with Schedule 7.1, which sets out the sole and
exclusive procedure for the resolution of Disputes. The resolution of Disputes
pursuant to the terms of Schedule 7.1 shall be final and binding upon the
parties to this Agreement, and there shall be no appeal therefrom, including,
without limitation, any appeal to a court on a question of law, a question of
fact, or a question of mixed fact and law. For greater certainty, Subsection
7(2) of the Arbitration Act, 1991 (Ontario) shall not apply to an arbitration
under this Section 7.1.

                              ARTICLE 8  - GENERAL

8.1  Expenses.  BEA shall be responsible for the legal and other expenses
(including any Taxes imposed on such expenses) of BEA, the Purchaser and
Exchangeco and BEA shall also be responsible for the reasonable legal and other
expenses (including any Taxes imposed on such expenses) of the Vendors and the
Corporation incurred in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement and the transactions contemplated by
this Agreement.  The Vendors will be solely responsible for the payment of any
broker's commission, finder's fee or like payment payable by them in respect of
the purchase and sale of the Shares pursuant to this Agreement, including
without limitation the brokers' fee set out in Schedule 4.1(44).

8.2  Payment of Taxes.  Except as otherwise provided in this Agreement, the
Purchaser shall pay all Taxes applicable to, or resulting from transactions
contemplated by this Agreement (other than Taxes payable under applicable
legislation by the Vendors) and any filing or recording fees payable in
connection with the instruments of transfer provided for in this Agreement.

8.3  Public Announcements.  Except to the extent otherwise required by
Applicable Law, made to its accounting, legal or financial advisors who are
subject to confidentiality requirements, or with the prior written consent of
the other Parties, no Party shall make prior to the Closing or termination of
this Agreement any (i) public announcement or (ii) disclosure to its employees
(other than as necessary to consummate the transactions contemplated hereby) or
customers, regarding this Agreement or the transactions contemplated by this
Agreement.

8.4  Notices.

     (1)  Any notice, certificate, consent, determination or other communication
          required or permitted to be given or made under this Agreement shall
          be in writing and shall be effectively given and made if (i) delivered
          personally, (ii) sent by prepaid courier service or mail, or (iii)
          sent prepaid by fax or other similar means of electronic
          communication, in each case to the applicable address set out below:

          (a)       if to the Vendors, to Vendors' Representative:

                    Abe Schwartz

                    c/o The Workflow Automation Corporation
                    8920 Woodbine Avenue
                    Suite 400
<PAGE>

                                     -41-

                    Markham, Ontario L3R 9W9

                    Fax No: (905) 940-5600

                    The Vendors' Representative hereby agrees to forward to the
                    other Vendors copies of any notice or other communication
                    received by the Vendors' Representative in accordance
                    herewith.

                    with a copy to:

                    Aird & Berlis

                    BCE Place, Box 754
                    1800 - 181 Bay Street
                    Toronto, Ontario  M5J 2T9

                    Attention:  Martin E. Kovnats
                    Fax No.:    (416) 863-1515

          (b)       if to the Purchaser and/or BEA, to:

                    BEA Systems, Inc.
                    2315 North First Street
                    San Jose, California 95131

                    Attention:  General Counsel
                    Fax No.:    (408) 570-8923

                    with a copy to each of:
                    Morrison & Foerster
                    1290 Avenue of the Americas
                    New York, New York 10104 0050

                    Attention:  Lorraine Massaro, Esq.
                                John L. Cleary, Esq.
                    Fax No.:    (212) 468-7900

                    - and -

                    Blake, Cassels & Graydon LLP
                    Box 25 Commerce Court West
                    Toronto, Ontario M5L 1A9

                    Attention:  Kenneth G. Klassen
                    Fax No.:    (416) 863-2653
<PAGE>

                                     -42-

     (2) Any such communication so given or made shall be deemed to have been
given or made and to have been received on the day of delivery if delivered, or
on the day of faxing or sending by other means of recorded electronic
communication, provided that such day in either event is a Business Day and the
communication is so delivered, faxed or sent before 4:30 p.m. on such day.
Otherwise, such communication shall be deemed to have been given and made and to
have been received on the next following Business Day.  Any such communication
sent by mail shall be deemed to have been given and made and to have been
received on the fifth Business Day following the mailing thereof; provided
however that no such communication shall be mailed during any actual or
apprehended disruption of postal services.  Any such communication given or made
in any other manner shall be deemed to have been given or made and to have been
received only upon actual receipt.

     (3) Any Party may from time to time change its address under this Section
by notice to the other Party given in the manner provided by this Section.

8.5  Time of Essence.  Time shall be of the essence of this Agreement in all
respects.

8.6  Entire Agreement.  This Agreement (together with the Escrow Agreement 1,
the Escrow Agreement 2, a registration rights agreement, non-competition
agreements, a release by the Vendors, a support agreement, exchange right
agreement and employment offer letters and an unanimous shareholders' agreement
(collectively, the "Documents")), constitutes the entire agreement between the
Parties pertaining to the subject matter of this Agreement and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or
written, including, it its entirety, the letter of intent of BEA dated January
21, 2000 and agreed and accepted by the Vendors on January 21, 2000, which
letter of intent is hereby terminated. There are no conditions, warranties,
representations or other agreements between the Parties in connection with the
subject matter of this Agreement (whether oral or written, express or implied,
statutory or otherwise) except as specifically set out in this Agreement or in
the Documents.

8.7  Waiver.  A waiver of any default, breach or non-compliance under this
Agreement is not effective unless in writing and signed by the party to be bound
by the waiver. No waiver shall be inferred from or implied by any failure to act
or delay in acting by a party in respect of any default, breach or non-
observance or by anything done or omitted to be done by the other party. The
waiver by a party of any default, breach or non-compliance under this Agreement
shall not operate as a waiver of that party's rights under this Agreement in
respect of any continuing or subsequent default, breach or non-observance
(whether of the same or any other nature).

8.8  Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such prohibition or unenforceability and shall be severed from
the balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.


8.9  Survival and Non-Merger.  Each Party hereby agrees that all provisions of
this Agreement, other than (a) the conditions in Article 4 and (b) the
representations and warranties
<PAGE>

                                     -43-

contained in Article 4 and the related indemnities in Sections 5.1 and 5.2
hereof (which shall be subject to the special arrangements provided in such
Articles or Sections), shall forever survive the execution, delivery and
performance of this Agreement, Closing and the execution, delivery and
performance of any and all documents delivered in connection with this
Agreement.

8.10 Further Assurances.  Each Party shall promptly do, execute, deliver or
cause to be done, executed and delivered all further acts, documents and things
in connection with this Agreement that the other Party may reasonably require
for the purposes of giving effect to this Agreement.

8.11 Language.  The Parties have required that this Agreement and all deeds,
documents and notices relating to this Agreement be drawn up in the English
language.  Les parties aux presentes ont exige que le present contrat et tous
autres contrats, documents ou avis afferents aux presentes soient rediges en
langue anglaise.

8.12 Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable in that Province and shall be treated, in all respects, as an Ontario
contract.

8.13 Successors and Assigns.  This Agreement shall enure to the benefit of, and
be binding on, the Parties and their respective heirs, representatives,
successors and permitted assigns.  No Party may assign or transfer, whether
absolutely, by way of security or otherwise, all or any part of its respective
rights or obligations under this Agreement without the prior written consent of
the other Parties.

8.14 Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same instrument.
Counterparts may be executed either in original or faxed form and the Parties
adopt any signatures received by a receiving fax machine as original signatures
of the Parties; provided, however, that the Party providing its signature in
such manner shall promptly forward to the other Parties an original of the
signed copy of this Agreement which was so faxed


          IN WITNESS WHEREOF the have caused this Agreement to be duly executed
as of the date first above written.

_________________________________       _________________________________
Witness                                 Barry M. Bernstein,


_________________________________       _________________________________
Witness                                 P. Dawn Bernstein

_________________________________       _________________________________
Witness                                 Peter E.J. Hall
<PAGE>

                                     -44-

_________________________________       _________________________________
Witness                                 Patricia L. Hall

_________________________________       _________________________________
Witness                                 Abe Schwartz

_________________________________       _________________________________
Witness                                 Marta I. Schwartz

_________________________________       _________________________________
Witness                                 Joseph S. Dachuk



                                        THE WORKFLOW AUTOMATION CORPORATION

                                        By:_________________________



                                        BEA SYSTEMS (ONTARIO) INC.

                                        By:_________________________



                                        BEA SYSTEMS, INC.

                                        By:_________________________
<PAGE>

                                                                  Execution Copy

                                 SCHEDULE  7.1

                 to the Share Purchase Agreement dated ., 2000
         among the shareholders of The Workflow Automation Corporation,
The Workflow Automation Corporation, BEA Systems (Ontario) Inc. and BEA Systems,
                                      Inc.

________________________________________________________________________________

                               DISPUTE RESOLUTION
                               ------------------

Definitions

1.   In this Schedule 7.1:

     (a) "Arbitrator" means the arbitrator or arbitrators appointed pursuant to
Section 5;

     (b) "Claimant" means a Party that commences an arbitration pursuant to
Section 4;

     (c) "Disputes" has the meaning attributed to such term in Section 7.1 of
the Agreement;

     (d) "Party" means a party to a Dispute;

     (e) "Section" means a Section of this Schedule; and

     (f) "Respondent" means a Party who is not the Claimant, and the term
"Respondents" shall, where there is only one Respondent, refer to that
Respondent.

General

2.   All Disputes which are to be determined according to the terms of this
Schedule pursuant to Section 7.1 of the Agreement shall be arbitrated in
accordance with the provisions of the Arbitration Act, 1991 (Ontario) (the
"Arbitration Act") except to the extent that those provisions are modified by
the provisions of the Agreement and this Schedule.

3.   No individual shall be appointed to mediate or arbitrate a Dispute pursuant
to this Schedule unless he or she agrees in writing to be bound by the
provisions of this Schedule.

Commencement of Arbitration

4.   A Party may commence an arbitration as Claimant: (i) in the case of a
Direct Claim, upon the expiration of the 60 day period referred to in Section
5.5 of the Agreement by delivering a written notice of arbitration (the "Notice
of Arbitration") to each of the Respondents; and (ii) in the case of a Third
Party Claim, immediately by delivering a Notice of Arbitration to each of the
Respondents.
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                                      -2-

5.   The Notice of Arbitration shall include in the text or in one or more
attachments:

     (a)  the full names, descriptions and addresses of the Parties;

     (b)  a demand that the Dispute be referred to arbitration pursuant to this
          schedule;

     (c)  a general description of the Dispute;

     (d)  the relief or remedy sought; and

     (e)  the name of the person the Claimant nominates as an arbitrator.

Arbitration

6.   The arbitrator nominated by the Claimant shall be appointed as the
Arbitrator to resolve the Dispute unless, within seven days after the receipt or
deemed receipt of the Notice of Arbitration by all the Respondents, any
Respondent, by notice to the Claimant, objects to the Claimant's appointee.
Following such objection by a Respondent, (i) the Respondent shall name one
arbitrator; (ii) the Claimant shall name a second arbitrator; (iii) the two
arbitrators thus selected shall select a third arbitrator; and (iv) the three
arbitrators thus selected shall resolve the Dispute.

7.   Subject to the Arbitration Act, the Agreement, this Schedule and the rules
of natural justice, the Arbitrator may conduct the arbitration in such manner as
the Arbitrator considers appropriate.

Interim Relief

8.   Prior to the appointment of the Arbitrator, the Parties may apply to the
courts for interim relief. A request for interim relief by a Party to a court
shall not be considered to be incompatible with Section 7.1 of the Agreement or
as a waiver of that provision.

9.   At the request of any Party, the Arbitrator may take such interim measures
as the Arbitrator considers necessary in respect of the Dispute, including
measures for the preservation of assets, the conservation of goods or the sale
of perishable goods. The Arbitrator may require security for the costs of such
measures.

Pleadings

10.  The following shall apply to the arbitration of any Dispute:

     (a)  within 10 business days of the appointment of the Arbitrator, the
          Claimant shall deliver to all the Respondents and the Arbitrator a
          written statement (the "Statement") concerning the Dispute setting
          forth, with particularity, the Claimant's position with respect to the
          Dispute and the material facts upon which the Claimant intends to
          rely;
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                                     -3-

     (b)  within 10 Business Days after the delivery of the Statement, each
          Respondent shall deliver to the Claimant and the Arbitrator a written
          response (an "Answer") to the Statement setting forth, with
          particularity, the Respondent's position on the Dispute and the
          material facts upon which the Respondent intends to rely;

     (c)  if any Respondent fails to deliver an Answer within the time limit in
          Section 10 (b), that Respondent shall be deemed to have waived any
          right to provide an Answer to the Statement and the arbitration may
          continue without further notice to that Respondent;

     (d)  within 5 Business Days after the earlier of: (i) the day all Answers
          have been delivered, and (ii) the end of the time period referred to
          in Section 10(b), the Claimant may deliver to all Respondents and the
          Arbitrator a written reply (a "Reply") to the Answer of each
          Respondent, setting forth, with particularity, the Claimant's response
          if any, to the Answer;

     (e)  within the time limit in Section 10(b), a Respondent may also deliver
          to the Claimant, each other Respondent and the Arbitrator a counter-
          statement (a "Counter-Statement") setting forth, with particularity,
          any additional Dispute for the Arbitrator to decide. Within 10
          Business Days of the delivery of a Counter-Statement, the Claimant
          shall deliver to each Respondent and the Arbitrator an Answer to the
          Counter-Statement. If the Claimant fails to deliver an Answer to the
          Counter-Statement within such 10 day period, the Claimant shall be
          deemed to have waived any right to provide an Answer to the Counter-
          Statement. Within 5 Business Days after the delivery of an Answer to
          the Counter-Statement, the Respondents may deliver to the Claimant and
          the Arbitrator a Reply to such Answer. Any Dispute submitted to
          arbitration in accordance with this Section 11(e) shall be governed
          by, and dealt with as if it were the subject of a Statement in
          accordance with this Schedule, except that it shall be decided by the
          Arbitrator already appointed and shall be determined by the Arbitrator
          accordingly; and

     (f)  the time limits referred to in Sections 10 (a) to 10 (e) may be
          extended by the Arbitrator for such period and for such reasons as the
          Arbitrator in the Arbitrator's discretion may determine upon
          application in writing made to the Arbitrator by the Claimant or any
          Respondent on notice to each other Party to the arbitration, either
          before or within 2 days after the expiry of the relevant time limits
          and in the event that the other Party or Parties wishes to oppose the
          application, the other Party or Parties shall be given an opportunity
          to make submissions on the application.

Case Conferences

11.  At any time after the appointment of the Arbitrator, any Party may apply in
writing to the Arbitrator to convene a case conference for the determination of
any preliminary or interlocutory matter or to provide for planning and
scheduling of the arbitration and such other date as the Arbitrator may select.
The Arbitrator shall convene the case conference on the date specified in

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                                      -4-

the application. The Party requesting a case conference shall deliver a copy of
the application to each other Party to the arbitration before delivering the
application to the Arbitrator.

12.  Issues to be determined at the first case conference after the completion
of the steps contemplated by Section 10 or the expiry of the time limit for any
mandatory step not taken by such time shall include the following:

     (a)  any request for an adjournment of the case conference and the terms,
          if any, of any adjournment;

     (b)  the identification and narrowing of the issues in the arbitration;

     (c)  the desirability of the Parties engaging in further settlement
          negotiations or some other dispute resolution process, with or without
          the assistance of a mediator;

     (d)  fixing a date, time and place for the Hearing (as defined in Section
          13 of this Schedule);

     (e)  the manner of presentation of evidence at the Hearing; and

     (f)  a timetable for the disclosure by each Party to each other Party of
          the evidence in that Party's possession, power, or control which is
          relevant to any issue in the Dispute.

The Hearing

13.  At the date, time and place fixed at a case conference or, if no case
conference has been held, at a date, time and place fixed by the Arbitrator
within 120 days of the appointment of the Arbitrator, the Arbitrator shall
convene a hearing (the "Hearing"). If there has been no case conference, the
Hearing shall be convened by delivery by the Arbitrator of notice of the date,
time and place of the Hearing to each Party to the arbitration at least 30 days
before the date of the Hearing.

14.  Unless otherwise determined by the Arbitrator, the presentation of a
Party's case at the Hearing shall include the delivery of a pre-hearing
memorandum to the Arbitrator and to each other Party including the following
elements:

     (a)  a statement of facts;

     (b)  a statement of each issue to be determined;

     (c)  a statement of the applicable law on which the Party relies;

     (d)  a statement of the relief requested including the basis for any
          damages claimed;
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                                      -5-

     (e)  a statement of the evidence to be presented including the name,
          capacity and expected evidence of each witness to be called, and an
          estimate of the time required for the witness's direct testimony; and

     (f)  an appendix containing all sworn statements or transcripts or portions
          of transcripts on which the Party intends to rely at the Hearing.

15.  The pre-hearing memorandum of the Claimant shall be delivered not less than
20 days before the date of the Hearing. The pre-hearing memorandum of each
Respondent shall be delivered not less than 10 days before the date of the
Hearing.

16.  At the Hearing, the Arbitrator shall consider any evidence as would be
admissible in a court of law and any other evidence the Arbitrator considers
appropriate to determine the Dispute. Evidence may be presented in written or
oral form as the Party presenting the evidence considers appropriate, provided
that no written statement of any witness shall be accepted by the Arbitrator
unless each other adverse Party has been given an opportunity at the Hearing to
cross-examine the witness on the information contained in the written statement.
The Arbitrator shall determine the applicability of any privilege or immunity
and the admissibility, relevance, materiality and weight of any evidence
offered.

17.  The Arbitrator shall have the right to exclude any witness from the Hearing
during the testimony of any other witness.

18.  Despite Subsection 28(1) of the Arbitration Act, the Arbitrator shall not,
without the written consent of all Parties, retain any expert.

Awards

19.  The Arbitrator may make final, interim, interlocutory and partial awards.
An award may grant any remedy or relief which the Arbitrator considers just and
equitable and consistent with the intention of the Parties under the Agreement.
The Arbitrator shall state in the award whether or not the Arbitrator views the
award as final or interim, for purposes of any judicial proceedings in
connection with such award. Subject to Section 39 of the Arbitration Act, the
Arbitrator's final award shall be made within 30 days of the conclusion of the
Hearing.

20.  All awards for the payment of money shall include prejudgment and
postjudgment interest in accordance with Sections 127 to 130 the Courts of
Justice Act (Ontario) with necessary modifications.

21.  All awards shall be in writing and shall state reasons.

22.  The Arbitrator may apportion the costs of the arbitration, including the
reasonable fees and disbursements of the Arbitrator and the legal costs and
disbursements of the Parties, between or among the Parties in such manner as the
Arbitrator considers reasonable. In determining the allocation of these costs,
the Arbitrator shall invite submissions as to costs and may consider, among
other things, any offer of settlement made by any Party during the course of the
arbitration.
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                                      -6-

23.  Executed copies of all awards shall be delivered by the Arbitrator to the
Parties as soon as is reasonably possible.

24.  Subject to Section 44 of the Arbitration Act, all awards of the Arbitrator
shall be final and binding on the Parties, and there shall be no appeal of any
such award whatsoever. The Parties undertake to satisfy any award without delay.

Additional Matters

25.  All case conferences and Hearings shall be conducted in Toronto, Ontario in
the English language.

26.  All notices or other communications required or permitted to be given under
this Schedule to a Party shall be given in the manner specified in Section 8.4
of the Agreement. All notices or other communications and all other documents
required or permitted by this Schedule to be given by the Parties to the
Arbitrator shall be given in accordance with the Arbitrator's instructions.

27.  The Parties desire that any Dispute should be conducted in strict
confidence and that there shall be no disclosure to any Person of the existence
of the Dispute or any aspect of the Dispute except as is necessary for the
resolution of the Dispute. Any case conference or Hearing shall be attended only
by those Persons whose presence, in the opinion of any Party or the Arbitrator,
is reasonably necessary for the resolution of the Dispute. All matters relating
to, all evidence presented to, all submissions made in the course of, and all
documents produced in accordance with this Schedule or any order of the
Arbitrator or created in the course of or for the purposes of an arbitration, as
well as any arbitral award, shall be kept confidential and shall not be
disclosed to any person without the prior written consent of all the Parties
except as is necessary for resolution of the Dispute as required in connection
with an application of a Party under Section 46 of the Arbitration Act, to
enforce the arbitral award, by applicable laws, or by an order of an Arbitrator
made pursuant to a motion or application on notice to all Parties.