UNANIMOUS SHAREHOLDERS AGREEMENT

Between:

                                JAMES N. RODGERS
                            of the City of Vancouver,
                          Province of British Columbia,
                                     Canada
                     (hereinafter referred to as "Rodgers")

                                                              OF THE FIRST PART,

And

                                 EDWIN W. AUSTIN
                             of the City of Toronto,
                              Province of Ontario,
                                     Canada
                      (hereinafter referred to as "Austin")

                                                             OF THE SECOND PART,
And

                                JOHN J. PRITCHARD
                             of the City of Toronto,
                              Province of Ontario,
                                     Canada
                    (hereinafter referred to as "Pritchard")

                                                              OF THE THIRD PART,
And

                               JASON 14. FIGUEROA
                             of the City of Toronto,
                              Province of Ontario,
                                     Canada
                     (hereinafter referred to as "Figueroa")

                                                             OF THE FOURTH PART,

And

                              MENTOR ON CALL, INC.
             A corporation existing under the laws of Nevada, U.S.A.
                      (hereinafter referred to as "Mentor")

                                                              OF THE FIFTH PART,

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And

                          MENTOR ON CALL HOLDINGS, INC.
        A CORPORATION TO BE INCORPORATED UNDER THE LAWS OF BARBADOS, W.I.
                     (hereinafter referred to as "Holdings")

                                                              OF THE SIXTH PART.

                                    RECITALS

         WHEREAS  Rodgers,  Austin,  Pritchard and Figueroa (or nominees) own in
equal  amounts as the  registered  and  beneficial  owners all of the issued and
outstanding and authorized  shares of Holdings and all of the restricted  shares
of Mentor;

         AND WHEREAS Rodgers, Austin,  Pritchard,  Figueroa, Mentor and Holdings
wish to establish  their  respective  rights and  obligations  in respect of the
shares of Holdings and Mentor now or hereafter owned by them,  respectively,  in
respect of the  management  and  control of each of  Holdings  and Mentor and in
respect of the other matters set forth in this Agreement;

         AND  Wi-IEREAS  it is the  intention  of each of the parties  that this
agreement constitute a unanimous  shareholder  agreement with respect to each of
Holdings and Mentor.

         NOW THEREFORE THIS AGREEMENT  WITNESSES  that in  consideration  of the
respective  covenants  and  agreements of the parties  contained  herein and for
other good and valuable  consideration (the receipt and sufficiency of which are
hereby acknowledged by each of the parties) it is hereby agreed as follows:

                                    ARTICLE 1

                  DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1. I Definitions

         Where used in this Agreement,  unless there is something in the context
or the subject matter inconsistent therewith, the following terms shall have the
following meanings, respectively:

         (a)  "Agreement"  means this agreement and any instrument  supplemental
hereto and the  expressions  "Article",  "section",  "subsection"  and  "clause"
followed by a number  and/or a letter mean and refer to the  specified  Article,
section, subsection or clause of this Agreement;

         (b)  "Eligible   Transferee"   means,  in  respect  of  any  particular
Shareholder:

                  (i) a  corporation  of  which  such  Shareholder  is the  sole
         registered and beneficial

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shareholder;

                  (ii)  a  trust  of  which   such   Shareholder   is  the  sole
         beneficiary; and

                  (iii) if the  Shareholder is a corporation,  any person who is
         the sole registered and beneficial shareholder of such Shareholder;

         (c) "Holdings  Shares" means all of the authorized  capital of Holdings
as constituted at the date hereof,  any other securities into which these shares
may   be   converted,   exchanged,   reclassified,   redesignated,   subdivided,
consolidated or otherwise changed from time to time;

         (d)  "Messrs.   Rodgers,  Austin,  Pritchard  and  Figueroa  Employment
Contracts"  means the terms and  conditions  of  employment  between  Mentor and
Rodgers,  Austin,  Pritchard and Figueroa  dated the date hereof and attached as
Schedule A;

         (e)  "Permanent  Incapacity"  means,  with  respect to any person,  the
condition that will be deemed to exist where:

         (i) such  person  has been  declared  bankrupt  by a court of final and
competent jurisdiction;

         (ii) such person has made an assignment for the benefit of creditors;

         (iii)  such  person  has  been   declared  by  a  court  of   competent
jurisdiction  to be mentally  incompetent  and such  declaration has not, at the
relevant time, been revoked;

         (iv) such person becomes unable, by reason of illness,  disease, mental
or physical  disability or incapacity or otherwise,  to perform,  his duties for
Mentor or Holdings:

                  (A) for a period of 180 consecutive days; or

                  (B) FOR 270 DAYS IN THE  AGGREGATE  DURING  ANY  PERIOD OF 365
         consecutive days;

provided  that in the  event a  qualified  medical  doctor  certifies  that  the
person's illness, disease,  disability or incapacity is not permanent but merely
temporary  and that the person shall be fully  recovered and able to perform the
duties of a chief executive  officer of a distance  learning  company within 180
days of the date of the certificate,  then such illness, disease,  disability or
incapacity shall not be deemed to constitute "Permanent Incapacity";

         (f)  "person"  includes  an  individual,  a  firm,  a  corporation,   a
syndicate,  a  partnership,  a  trust,  an  association,  a  joint  venture,  an
unincorporated organization and every other legal or business entity whatsoever;

         (g) "Related  Party"  means,  in relation to any  Shareholder  or other
person (the "Subject


<PAGE>

Party"), any person who is:

                  (i) a  corporation  of which the  Subject  Party  beneficially
         owns, directly or indirectly,  voting securities carrying more than 10%
         of  the  voting  rights  attached  to  all  voting  securities  of  the
         corporation for the time being outstanding;

                  (ii) an affiliate of the Subject Party;

                  (iii) a partner of the Subject Party;

                  (iv) a trust  or  estate  in which  the  Subject  Party  has a
         substantial beneficial interest or as to which the Subject Party serves
         as trustee or in a similar capacity;

                  (v) a relative of the Subject Party;

                  (vi) a person of the opposite sex to whom the Subject Party is
         married  or with  whom  the  Subject  Party  is  living  in a  conjugal
         relationship outside marriage;

                  (vii) a relative of a person  mentioned in clause (vi) who has
         the same home as the Subject Party; or

                  (viii) a current or former director,  officer,  shareholder or
         employee of any  corporation or business in which the Subject Party has
         or had substantial beneficial interest;

         (h)  "shareholders" shall mean Rodgers, Austin, Pritchard and Figueroa;

         (i)  "transfer"  of a Share  includes  any  sale,  exchange,  transfer,
assignment,  gift,  pledge,  encumbrance,  hypothecation,  alienation  or  other
transaction, whether voluntary, involuntary or by operation of law, by which the
legal or beneficial  ownership of, or any security interest or other interest in
the  Share,  passes  from one  person  to  another,  or to the same  person in a
different  capacity,  whether or not for value, and any change of control of the
legal or beneficial owner of the Share or any person that controls,  directly or
indirectly,  in any manner  whatsoever,  such legal or  beneficial  owner of the
Share,   other  than  in  involuntary  change  of  control  resulting  from  the
tansmission  of securities  from a deceased or  incompetent  Shareholder  to his
estate or legal personal  representative for so long as the securities  continue
to be  held  by the  estate  or  such  legal  personal  representative,  and "to
transfer",  "transferred"  and  similar  expressions  shall  have  corresponding
meanings;

         (j) "vend agreement"  means the asset sale contract  whereby  Pritchard
and  Figueroa  transfer  all  title and right to the  distance  learning  system
including  source  code,   functional   specifications,   drawings,   prototype,
copyright, patent rights and rights of authorship in consideration of restricted
shares in Mentor as  enunciated  in this vend  agreement  which is attached as a
Schedule B and as defined in article 2.7.

<PAGE>


 1.2     Schedules

         Schedule A - Employment Agreements

         Schedule B - Vend Agreement

         Schedule C - Escrow Agreement

         Schedule D - Life Insurance Policies

 1.3     Gender/Numbers

         Words  importing the singular  number only shall include the plural and
vice versa and words importing the use of any gender shall include both genders.

 1.4     Headings

         The Article and section  headings in this Agreement are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement for any other purpose.

 1.5     Proper Law

         This Agreement and all documents  ancillary hereto shall be governed by
and  interpreted in accordance  with the laws of the Province of Ontario and the
federal laws of Canada applicable therein.

 1.6     Business Days

         If any act is  required  hereunder  to be done,  any notice is required
hereunder  to be given or any period of time is to expire  hereunder  on any day
that is not a  Business  Day,  such act shall be  required  to be done or notice
shall be  required  to be  given or time  shall  expire  on the next  succeeding
Business Day.

 1.7     Reclassification of Shares

         The provision of this Agreement shall apply,  mutatis mutandis,  to any
shares or securities of any nature into which the Preference Rights of Mentor or
the  common  shares  of  Holdings  or any of them may be  converted,  exchanged,
reclassified, redivided, redesignated, subdivided or consolidated, to any shares
or  securities  of any nature  that are  received  by a  Shareholder  as a stock
dividend or  distribution  payable in shares,  securities,  warrants,  rights or
options of any nature of Mentor or Holdings  or any of the above  received on an
amalgamation, arrangement, consolidation or merger, statutory or otherwise.


<PAGE>

                                   ARTICLE II

            DIRECTORS, OFFICERS AND ONGOING AFFAIRS OF THE COMPANIES

 2.1     Agreement to Act

         Each of the Shareholders, covenant and agree to execute and deliver, or
cause to be executed and delivered,  all such  instruments and other  documents,
and to exercise or cause to be exercised  their influence and any and all voting
rights attaching to the Shares held by each of them, respectively,  from time to
time and to do or cause to be done all such  other acts and things in order that
all provisions of this Agreement,  shall be fully and  effectively  carried out,
implemented and given effect to in accordance with the terms hereof,  including,
without limitation, consenting to, approving, or other wise giving effect to all
such changes to the articles, by-laws, resolutions and other documents governing
the  Companies as may be necessary or desirable to  accurately  reflect and give
effect to the provisions of this Agreement.

 2.2     Special Approvals

         In  addition  to any other  approvals  that may be  required  at law or
pursuant to the articles,  bylaws or resolutions  of Mentor or Holdings,  unless
otherwise  expressly  agreed in writing by all  shareholders,  neither Mentor or
Holdings  shall take any of the  following  actions  without  the prior  written
consent of all shareholders hereto:

         (a) the  issuance of any shares in the capital of Mentor or Holdings or
any securities, warrants, options, or rights convertible into, exchangeable for,
or  carrying  the right to  subscribe  for,  shares in the  capital of Mentor or
Holdings;

         (b) the  redemption or purchase for  cancellation  of any shares in the
capital of Mentor or Holdings,  other than any purchase of Shares in  accordance
with this Agreement;

         (c) the transfer by Mentor or Holdings of any right,  title or interest
it may now or  hereafter  have in or to any  shares in the  capital of any other
company;

         (d)  the   conversion,   exchange,   reclassification,   redesignation,
subdivision, consolidation or other change of or to any shares in the capital of
Mentor or Holdings;

         (e)   the   amalgamation,   continuance,   merger,   consolidation   or
reorganization  of Mentor or Holdings,  or the approval or effecting of any plan
of arrangement, in each case, whether statutory or otherwise;

         (f) in the case of Holdings,  the acquisition by Holdings in any manner
of any assets other

<PAGE>

than its  Mentor  Preference  Rights or  converted  shares or the  incurring  by
Holdings of any  liabilities,  whether or not contingent or of any other nature,
other  than any  liabilities  for taxes or  governmental  charges  or for legal,
accounting or other  professional  services that may be incurred in the ordinary
course of holding the Mentor Preference Rights or converted shares;

         (g) the winding-up dissolution of Holdings or Mentor;

         (h)  the  entering  into by  Mentor  or  Holdings  of any  contract  or
transaction,  directly or indirectly, with a Related Party of any Shareholder or
a  Related  Party of any  person  who  controls,  directly  or  indirectly,  any
Shareholder;

         (i) the amendment of Messrs. Rodgers,  Austin,  Pritchard or Figueroa's
Employment Contract;

         U) except as otherwise provided in the Agreement and except in the case
of  termination  for just cause,  the  termination  of the employment of Messrs.
Rodgers, Austin, Pritchard or Figueroa;

         (k) any amendment to the articles or by-laws of Mentor or Holdings.

 2.3     Board of Directors

         As soon  as  possible  after  the  execution  of  this  Agreement,  the
Shareholders shall elect Rodgers and Austin as Directors of Mentor and Holdings.

2.4 Officers

         Until changed by vote of the Board of Directors, the officers of Mentor
shall be:

          NAME                      OFFICE OR OFFICES TO BE HELD
          ----                      ----------------------------
 James N. Rodgers                   Chief Executive Officer and President
 Edwin W. Austin                    Chief Operating & Chief Financial Officer
 John J. Pritchard                  Senior Vice President Products and Services
 Jason R. Figueroa                  Vice President Information Technology

2.5 Agreement Binds Mentor and Holdings

         Mentor and Holdings,  by their execution hereof,  acknowledge that they
have actual notice of the terms of this  Agreement,  consents  hereto and hereby
covenant with each of the Shareholders

<PAGE>

that they will at all times during the term hereof:

                  (a) give or cause to be given such  notices,  execute or cause
         to be executed such deeds,  transfers and documents as may from time to
         time be  necessary  or  conducive  to the carrying out of the terms and
         intent hereof;

                  (b) do or cause to b done all such acts, matters and things as
         may from time to time be  necessary or conducive to the carrying out of
         the terms and intent hereof; and

                  (c) take no action that would  constitute a  contravention  of
         any of the terms and provisions thereof

2.6 Employment Contracts

         Messrs.  Rodgers,  Austin,  Pritchard and Figueroa Employment Contracts
are  attached  as Schedule A and contain  the  following  terms and  conditions,
hereby agreed to by Mentor:

         NAME                   ANNUAL REMUNERATION    DEFERRED AMOUNT TO YEAR 2
         ----                   -------------------    -------------------------
         Rodgers                U.S. $250,000                      U.S. $75,000
         Austin                 U.S. $180,000                      U.S. $60,000
         Pritchard              U.S. $120,000                      U.S. $25,000
         Figueroa               U.S. $100,000                      U.S. $15,000

         Deferred salaries vest when Mentor retains earnings of U.S. $750,000 in
one quarter and are then payable in equal  monthly  amounts over the ensuing six
month period.

         Benefits are in a package  valued at a minimum often per cent of salary
and a maximum of fifteen per cent of salary.  Fully paid  vacation of four weeks
per annum for each of Rodgers, Austin, Pritchard and Figueroa.

         Automobile  allowance  available  when  Mentor is earning a profit of a
minimum of U.S. $750,000 in any one quarter. Lease allowance will be as follows:

                  NAME                                        ALLOWANCE
                  ----                                        ---------
                RODGERS                                     U.S. $450 per month
                Austin                                      U.S. $375 per month


<PAGE>

                Pritchard                                   U.S. $300 per month
                Figueroa                                    U.S. $300 per month

         A Project Completion Bonus of US $125,000 for each of Rodgers,  Austin,
Pritchard and Figueroa is available and payable on completion  and acceptance of
the Learning  Management  System by the Chief Executive Officer of Mentor and by
outside  clients and  conditional  upon receipt of a minimum of U.S.  $1,500,000
from licences.

         Each Officer will be granted stock  options of 250,000  options to each
with a strike  price of U.S.  $2  exercisable  for a period of five  years  upon
payment of the project completion bonus.

         Notice  period shall be, other than for cause,  six months from month 7
to 12 and 12 months from month 13 and 18 months from month 25.  Minimum  term of
contract is one year.

 2.7     Vend Agreement

         The vend  agreements  attached as Schedule B-I and B-2  enunciate  that
Learning  Management  Corporation and Figueroa shall assign to Mentor all rights
and ownership to a web enabled Learning Management System,  created by Pritchard
and Figueroa,  including  source code,  schematics,  functional  specifications,
prototype,   copyright,   patent   rights  and  any  rights  TO   AUTHORSHIP  IN
CONSIDERATION OF THEIR 25% undiluted ownership each in Holdings.

         Pursuant to this  agreement  the interest of Pritchard  and Figueroa in
Holdings shall not vest until all  deliverables are presented and accepted after
successful  third  party  adjudication  as follows:  Functional  Specifications,
Functional  Prototype,  Proof of Concept,  Detailed  Design,  Development,  User
Acceptance,  Testing,  Implementation plus full User and Technical Documentation
and Source Code.

         Pursuant  to this  agreement  the  interest  of Rodgers and Austin vest
pursuant  to past  services  in  creating  Mentor On Call,  Inc.  and its public
market, price per share and financing abilities.

 2.8     Assets of Holdings

         The sole assets of Holdings  shall be the nine  million,  three hundred
and fifty thousand restricted shares of Mentor.

         The assets shall be allocated  equally to each  shareholder of Holdings
when fully vested pursuant to article 2.7.

<PAGE>
                                   ARTICLE 111

                            RESTRICTIONS ON TRANSFER

 3.1     Restrictions on Transfer

         Except as specifically provided in this Agreement, no Shareholder shall
transfer  any of its right,  title or  interest  in or to any shares of Holdings
owned of record or beneficially by him without the express prior written consent
of all Shareholders first being obtained.

 3.2     Transfers to Eligible Transferees

         Notwithstanding  the  provisions of section 3.1 a Holdings  shareholder
may at any time or from time to time  transfer all of its Holdings  shares to an
Eligible  Transferee of such shareholder  provided that, at or prior to the time
of such transfer:

         (a) such Eligible Transferee shall agree with the other parties hereto,
by an  agreement  in writing  in form and  substance  satisfactory  to the other
shareholders,  acting  reasonably,  to be bound by the  terms  hereof as if such
Eligible  Transferee  has entered into this  Agreement in the place and stead of
the transferring shareholder and to remain an Eligible Transferee of the selling
shareholder as long as such Eligible  Transferee is the registered or beneficial
owner of any Holding shares; and

         (b) the  other  shareholders  receive  evidence  satisfactory  to them,
acting reasonably,  that such Eligible  Transferee is an Eligible  Transferee of
the selling shareholder and that the agreement referred to in subsection 3.2 (a)
above is a legal, valid and binding obligation of the Eligible Transferee.

         The transferring  shareholder  shall at all times after the transfer of
Holdings shares to the Eligible  Transferee be jointly and severally liable with
such Eligible Transferee for the observance and performance of the covenants and
obligations of the Eligible Transferee under this Agreement, and shall cause the
Eligible  Transferee  to  remain  an  Eligible  Transferee  of the  transferring
shareholder  so long as the Eligible  Transferee  shall have any  registered  or
beneficial  interest in any  Holdings  shares and the  transferring  shareholder
shall  indemnify the other parties  hereto  against any loss,  damage or expense
incurred as a result of the failure by the  Eligible  Transferee  to comply with
the provisions of this Agreement.

 3.3     Legend

         All certificates of Holdings shall bear the following legend:

         "The  shares  represented  by  this  certificate  are  subject  to  the
provisions  of a  unanimous  shareholder  agreement  MADE AS OF THE  18TH day of
January, 2000 which contains restrictions on the right to transfer, pledge, vote
and otherwise deal with such shares, a copy of which agreement is


<PAGE>

available  for  inspection  from the  Secretary of the  Company.  Notice of such
restrictions and the other provisions of such agreement is hereby given."

 3.4     Companies to Enforce

         None of the  Companies  shall accept for  registration  in its relevant
books  of  record  any  transfer  of  shares  not  made in  accordance  with the
provisions of this Agreement.

 3.5     Certain Transfers Ineffective

         Any transfer of shares  attempted  to be made other than in  accordance
with the provisions of this agreement shall be void and of no effect.

 3.6     Pledge of Shares

         A Holdings  shareholder  may pledge the Holdings shares owned by him to
secure  financing to be used to exercise a right under this Agreement to acquire
all of the Holdings shares owned by another shareholder,  so long as such pledge
takes effect  immediately prior to, and conditional  upon, or  contemporaneously
with, the consummation of such acquisition.

                                   ARTICLE IV

                             RIGHTS OF FIRST REFUSAL

 4.1     Delivery of Sale Notice

         In the event that any Holdings  shareholder (the "Offeror")  desires to
transfer all but not less than all the Holdings shares owned by him, the Offeror
shall  first  deliver  a notice  in  writing  (a  "Sale  Notice")  to the  other
shareholders  (the  "Offerees")  whereby  the  Offeror  offers  to sell all such
Holdings shares (the "Offered  Shares") to the Offerees for the respective price
per Holdings share,  payable in cash on closing,  set out in the Sale Notice and
on and subject to the other terms and  conditions  therein set out. The Offerees
shall have the right,  exercisable by giving notice (an "Acceptance  Notice") to
the Offeror within fifteen Business Days after its receipt of a Sale Notice (the
"Acceptance  Period")  to  purchase  all,  but not less than all, of the Offered
Shares  offered to it in  accordance  with the Sale Terms.  In the event that no
Acceptance Notice is received from an Offeree within the Acceptance  Period, the
offer to such Offerees shall be deemed to have been refused.

 4.2     Sales Notices Irrevocable

         The delivery by an Offeror of a Sales Notice shall be irrevocable  and,
upon delivery by an Offeree of an Acceptance  Notice, the Offeror shall be bound
to sell, and the Offeree shall be bound to purchase, the relevant Offered Shares
in accordance with the Sale Terms.


<PAGE>

 4.3     Sales to Third Parties

         If,  following the  completion  of the procedure  stipulated in section
4.1, the Offered Shares remain  unaccepted by the Offeree,  the Offeror may sell
the Offered  Shares to any person (a "Third Party") at a price not less than the
price set forth in the Sale Notice and on terms no more  favourable to the Third
Party than the Sale Terms. If no such sale is completed by the Offeror within 90
days  following  the  expiration  of the 15 Business  Day period  referred to in
section 4.1,  the Offeror  shall be required,  before  transferring  any Holding
shares,  again to offer such  shares in the manner  provided  in section 4.1 and
such process shall be repeated so often as any party to this  Agreement  desires
to transfer any Holdings shares.

 4.4     Tag-Along Rights

         In the event that an Offeror  proposes to sell the Offered  Shares to a
Third Party pursuant to section 4.3, the Offeror shall, within 60 days following
the expiry of the 15  Business  Day Period  referred  to in  section  4.1,  give
written notice (the  "Tag-Along  Notice") of the identity of the Third Party and
the price and other material terms of the transaction  which shall be consistent
with the  requirements  of section 4.3, to the Offeree (a  "Declining  Offeree")
that elected not to exercise  its right to purchase  such  Offered  Shares.  The
Declining  Offeree may, not later than five  Business  Days after receipt of the
Tag-Along Notice, deliver the Offeror a notice in writing invoking the provision
of this  section 4.4 (a  "Tag-Along  Demand").  The  delivery  by the  Declining
Offeree of a Tag-Along  Demand  shall be  irrevocable  and shall bind  Declining
Offeree to sell all but not less than all of the Holdings  shares (the  "Tagging
Shares") owned by the Declining  Offeree,  in accordance  with the provisions of
this section 4.4. If the Declining  Offeree delivers a Tag-Along  Demand,  then,
before  completing  any sale, the Offeror shall cause the Third Party to deliver
to the Declining Offeree a bona fide offer in writing (the "Tag-Along Offer") to
purchase from such Declining  Offeree the Tagging  Shares.  The Tag-Along  Offer
will be  binding  upon the Third  Party and shall  contain  only such  terms and
conditions as are identical to those upon which the Offeror  proposes to sell to
the Third Party the Offered  Share  pursuant to section 4.3,  provided  that the
offer price per Holdings share, which shall be specified in the Tag Along Offer,
shall be the same consideration as, or the cash equivalent of; the consideration
per Holding  share at which the Offeror  proposes to sell to the Third Party the
Offered  Shares  pursuant to section  4.3.  The closing  date and other  closing
arrangements for the purchase and sale transaction between the Declining Offeree
and the Third Party shall be specified in the  Tag-Along  Offer and shall be the
same,  mutatis  mutandis,  as those  specified  between  the Third Party and the
Offeror.

 4.5     Drag-Along Rights

         In the event that an Offeror  proposes to sell the Offered  Shares to a
Third  Party  pursuant  to section  4.3,  the  Offeror  may,  by written  notice
delivered  within 60 days  following  the expiry of the 15  Business  Day period
referred  to  in  section  4.1  to  the  Declining  Offeree,  accompanied  by an
irrevocable offer (the "Drag-Along Offer") from the Third Party to the Declining
Offeree  to  purchase,  for a  consideration  that is the same  as,  or the cash
equivalent of; the consideration per


<PAGE>

Holdings share at which the Offeror  proposes to sell its Holdings  shares owned
by such Declining Offeree (the "Dragged Shares") requiring the Declining Offeree
to sell to the Third Party all such Dragged Shares at the price specified in the
Drag-Along Offer. The delivery by the Offeror of an irrevocable Drag-Along Offer
shall bind the Declining  Offeree to sell the Dragged Shares.  The date on which
the sale is to close  and the other  closing  arrangements  (which  shall be the
same,  mutatis  mutandis,  as those for the  purchase and sale between the Third
Party and the Offeror) shall be as specified in the Drag-Along Offer.  Except as
specifically  provided for above,  the Drag-Along  Offer shall contain only such
terms and  conditions,  if any, as are identical to those  pursuant to whiche th
Offeror proposes to sell to the Third Party the offered Shares.

                                    ARTICLE V

                         SHOT GUN BUY-SELL ARRANGEMENTS

 5.1     Delivery of Initiating Notice

         Any  Holdings  shareholder  may at any time give notice in writing (the
"Initiating  Notice") to the other Holdings  shareholders (the "Notified Party")
specifying  a price per  Holdings  share (the  "Designated  Price") at which the
Initiating Party would be willing to either:

         (a) sell to the  Notified  Party all but not less than all the Holdings
shares beneficially owned at the time by the Initiating Party; or

         (b) purchase all but not less than all the Holdings shares beneficially
owned at that time by the Notified Party.

 5.2     Election of Notified Party

         Within 20  Business  Days  after  receipt by the  Notified  Party of an
Initiating  Notice,   such  Notified  Party  shall,  by  notice  in  writing  (a
"Responding Notice") to the Initiating Party, elect to either:

         (a) sell to the Initiating  Party at the  Designated  Price all but not
less  than  all the  Holdings  shares  beneficially  owned  at that  time by the
Notified Party; or

         (b) purchase from the Initiating Party, at the Designated Price, all bu
not less than all the  Holdings  shares  beneficially  owned at that time by the
Initiating Party.

 5.3     Notices Binding

         IF A NOTIFIED  PARTY  ELECTS AS DESCRIBED  IN  SUBSECTION  5.2 (A), THE
INITIATING PARTY SHALL thereupon be conclusively deemed to have made an offer to
purchase all the Holdings shares

<PAGE>

beneficially  owned at that time by the Notified party at the Designated  Price,
and the Notified party shall be conclusively deemed to have accepted such offer.
If a Notified Party does not deliver a Responding Notice within 20 Business Days
after delivery of the Initiating  Notice,  the Notified Party shall be deemed to
have  elected  to sell to the  Initiating  Party  all but not less  than all the
Holdings  shares  beneficially  owned at that time by the Notified  Party at the
Designated Price, and the Initiating party and the Notified Party shall be bound
by the agreement  resulting from such DEEMED ELECTION.  IF NOTIFIED PARTY ELECTS
AS  DESCRIBED IN  SUBSECTION  5.3 (b),  the  Notified  Party shall  thereupon be
conclusively  deemed to have made an offer to purchase all the  Holdings  shares
beneficially owned at that time by the Initiating Party at the Designated Price,
and the  Initiating  Party shall be  conclusively  deemed to have  accepted such
offer.

 5.4     Participation in Subsequent Transactions

         A party (a "Selling  Shareholder")  whose shares ("Subject Shares") are
acquired by another party hereto (a  "Purchasing  Shareholder")  pursuant to the
rights conferred by this Article V shall, in the event of a subsequent  transfer
(a  "Subsequent  Transfer")  to an  arm's  length  third  party  (a  "Subsequent
Transferee")  by  the  Purchasing  Shareholder  of  the  Subject  Shares  in the
circumstances  described  below,  be  entitled  to a portion  of the  difference
between the price paid by the Purchasing  Shareholder to the Selling Shareholder
for the Subject Shares and the proceeds  received by the Purchasing  shareholder
from the Subsequent  Transferee on the Subsequent  Transfer,  in accordance with
the following:

         (a) if an agreement  (whether oral or in writing) between,  inter alia,
the Purchasing  Shareholder and the Subsequent  Transferee (or any person acting
on behalf of or for the benefit of the Subsequent  Transferee) providing for the
Subsequent  Transfer is entered into prior to or within two months following the
closing  of  the  purchase  by  the  purchasing  Shareholder  from  the  Selling
Shareholder of the Subject Shares, seventy per cent;

         (b) Two to four months, sixty per cent;

         (c) Four to six months; fifty per cent.


                                   ARTICLE VI

              CALL RIGHTS ARISING ON DEATH OR PERMANENT INCAPACITY

 6.1     Death or Permanent Incapacity

         In the event of the death or Permanent Incapacity of a shareholder, the
other shareholders  shall have the right but not the obligation,  exercisable at
any time  during  the  period  of six  months  following  the date on which  the
shareholder dies or suffers Permanent  Incapacity,  to purchase all the Holdings
shares owned,  directly or  indirectly,  by that  shareholder or over which that
shareholder

<PAGE>

exercises control or direction, by the delivery of notice to that shareholder or
to his estate  within a six month  period  from such  occurence,  for a purchase
price equal to the fair market value as  determined by an  independent  valuator
agreeable to all parties whose determination shall be binding.

 6.2     Presumption of Death

         In the event that a  shareholder  becomes  missing  for a period of six
months,  that  shareholder  shall  be  conclusively  deemed  to be dead  for the
purposes of this Agreement.

 6.3     Appointment of Personal Represe~itatives

         If a  shareholder  should  die  and no  executor  or  administrator  is
appointed  for the estate of that  shareholder  within 90 days after the date of
death then Holdings shall be considered a creditor of the estate of the deceased
shareholder  with all of the rights  conferred  upon a creditor of a decedent by
the  place  of his  domicile,  inchiding  the  right to  cause  an  executor  or
administrator to be appointed.

 6.4     Life Insurance

         Holdings  shall  take  out  Life  Insurance  on each  shareholder  with
proceeds payable to the Estate of a Deceased shareholder where a purchase is not
elected pursuant to section 6.1 above. The face value of the policy shall be set
in an amount deemed appropriate by the shareholders, reviewed annually. Policies
attached as Schedule D hereto. If election 6.1 utilized, proceeds as key-man.

                                   ARTICLE VII

                          DEPOSIT OF SHARE CERTIFICATES

 7.1     Shares to be Deposited into Escro'w

         All share certificates of Holdings and common shares of Mentor shall be
delivered to an Escrow  Holder  acceptable  to all  sharehol~Jers  and appointed
pursuant to an Escrow  Agreement  attached  hereto as  Schedule C whereby  sai~d
Escrow Holder releases  securities  only on the basis of this  Agreement,  or on
sale of the common  shares of Mentor,  when  directed  by all the  shareholders,
releases funds on a pro rata basis to the shareholders of Holdings.

                                  ARTICLE VIFI

                                  MISCELLANEOUS

 8.1     Unanimous Shareholder Agreement

<PAGE>

         Each of the parties hereby  acknowledges and agrees that this Agreement
is intended to operate and be  construed  as a unanimous  shareholder  agreement
within the meaning of the Ontario Business Corporations Act.

 8.2     Acknowledgment by Companies

         Each of the Companies by its execution hereof  acknowledges that it has
actual  notice of the terms of this  Agreement,  consents to this  Agreement and
covenant  with each of the other  parties  that it will at all times  during the
continuance of this Agreement have or cause to be given such notices, execute or
cause to be executed  such deeds,  transfers  and documents and cause to be done
all such  acts,  matters  and things as may from time to times be  necessary  or
conducive to the canying out of the terms and intent of this Agreement.

 8.3     Notices

         (Put in full addresses,  facsimiles,  telephone numbers, E-Mails of all
parties)








 8.4     Entire Agreement

         This Agreement and the other  documents  herein  referred to constitute
the entire agreement between the parties pertaining to the subject matter hereof
and  supersede  all prior  agreements  between or among the parties  hereto with
respect to their respective  rights and obligations in respect of the shares and
management and operation of Holdings and Mentor.

 8.5     Accounting Terms

         Unless  otherwise  defined  or  the  context  otherwise  requires,  all
accounting  and  financial  terms used in this  AGREEMENT  SHALL BE CONSTRUED IN
ACCORDANCE WITH CANADIAN GENERALLY ACCEPTED ACCOUNTING principles.

<PAGE>

 8.6     Governing Law

         This  Agreement  shall be construed in accordance  with the laws of the
Province  of Ontario and the laws of Canada  applicable  therein and each of the
parties hereby  irrevocably  attorns to the  non-exclusive  jurisdiction  of the
court os such province.

 8.7     Rules of Interpretation

         Words  importing the singular  number shall include the plural and vice
versa and words  importing  the use of any  gender  shall  include  all  gender.
Headings used in this Agreement are for  convenience of reference only and shall
not constitute a part of this Agreement for any other purpose including, without
limitation,  its interpretation.  Expressions such as "hereof',  "hereunder" and
"hereby" shall be construed as referring to the entire Agreement and not only to
the particular Article,  section,  subsection or clause in which they appear. In
determining  beneficial ownership by a person such person shall be considered as
having a beneficial  ownership interest in the assets of any company controlled,
directly or indirectly, by such person.

 8.8     Successor and Assigns

         Except as otherwise provided herein,  neither this Agreement nor any of
the rights of any Holdings  shareholder  hereunder  may be assigned  without the
prior written consent of the other Holdings shareholder. Except as may otherwise
be provided  herein,  all of the terms and provisions of this agreement shall be
binding  upon and shall  enure to the  benefit of the  parties  hereto and their
respective  heirs,  executors,  administrator,  other personal  representatives,
successors and permitted assigns.

 8.8     Severability

         The  invalidity  or  unenforceability  of any  provision or part of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  or part  thereof;  and any such  invalid or  unenforceable
provision  or part  thereof  shall  be  deemed  to be  separate,  severable  and
distinct,  and no provision or part thereof shall be deemed  dependent  upon any
other provision or part thereof unless expressly provided for herein.

 8.9     Counterparts

         This Agreement may be executed in any number of  counterparts,  each of
which when so executed  shall be deemed to be an original  and all of which when
taken together shall constitute on and the same agreement.  Facsimile  signature
are valid and binding.

<PAGE>

IN WITNESS  WHEREOF THIS  AGREEMENT HAS BEEN EXECUTED BY THE PARTIES ON THE 18TH
DAY OF JANUARY, 2000.

SIGNED, SEALED AND DELIVERED

BY:

James N. Rodgers                                  EDWIN W. AUSTIN


Janh J. Pritchard                                 JASON R. FIGUEROA


THE CORPORATE SEAL OF MENTOR ON CALL, INC.
was attached and signed by a duly authorized officer of same:






TILE CORPORATE SEAL OF MENTOR ON CALL HOLDINGS, INC.
was attached and signed by a duly authorized officer of same: