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                                                                     EXHIBIT 4.1


                          PROVISIONS ATTACHING TO THE
                            EXCHANGEABLE SHARES OF
                            EGI CANADA CORPORATION

     The Exchangeable Shares shall have the following rights, privileges,
restrictions and conditions:

                                   ARTICLE 1

                                 INTERPRETATION

1.1  For the purposes of these share provisions:


     "affiliate" has the meaning ascribed thereto in the OBCA.

     "Board of Directors" means the board of directors of the Corporation.

     "Business Day" means any day other than Saturday, Sunday or any day on
     which commercial banks located in either the State of California or
     Toronto, Canada are authorized or obligated to close.

     "Canadian Dollar Equivalent" means, in respect of an amount expressed in a
     currency other than Canadian dollars (the "Foreign Currency Amount") at any
     date, the product obtained by multiplying (a) the Foreign Currency Amount
     by (b) the noon spot exchange rate on such date for such foreign currency
     expressed in Canadian dollars as reported by the Bank of Canada or, in the
     event such spot exchange rate is not available, such exchange rate on such
     date for such foreign currency expressed in Canadian dollars as may be
     deemed by the Board of Directors to be appropriate for such purpose.

     "Common Shares" means the common shares in the capital of the Corporation.

     "Corporation" means EGI Canada Corporation, a corporation existing under
     the laws of the Province of Ontario.

     "Current Market Price" means, in respect of an EGI Common Share on any
     date, the Canadian Dollar Equivalent of the average of the closing bid and
     asked prices of EGI Common Shares during a period of 20 consecutive trading
     days ending not more than three trading days before such date on Nasdaq or,
     if the EGI Common Shares are not then listed on Nasdaq, on such stock
     exchange or automated quotation system on which the EGI Common Shares are
     listed or quoted, as the case may be, as may be selected by the Board of
     Directors for such purpose; provided, however, that if in the opinion of
     the Board of Directors the public distribution or trading activity of EGI
     Common Shares during such period does not create a market which reflects
     the fair market value of an EGI Common Share, then the Current Market Price
     of an EGI Common Share shall be determined by the Board of Directors, in
     good faith and in its sole discretion, and
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     provided further that any such selection, opinion or determination by the
     Board of Directors shall be conclusive and binding.

     "Dividend Amount" has the meaning ascribed thereto in section 6.3 of these
     share provisions.

     "EGI" means E*TRADE Group, Inc., a corporation existing under the laws of
     Delaware, and any successor corporation thereto.

     "EGI Common Shares" means the shares of common stock, par value U.S. $0.01,
     of EGI, and any other securities into which such shares may be changed.

     "EGI Control Transaction" means any merger, amalgamation, tender offer,
     material sale of shares or rights or interests therein or thereto or
     similar transactions involving EGI, or any proposal to do so.

     "EGI Dividend Declaration Date" means the date on which the Board of
     Directors of EGI declares any dividend on the EGI Common Shares.

     "EGI Newco" means 3045175 Nova Scotia Company, an unlimited liability
     company existing under the laws of the Province of Nova Scotia.

     "EGI Newco Call Notice" has the meaning ascribed thereto in section 6.3 of
     these share provisions.

     "Exchangeable Shares" means exchangeable shares in the capital of the
     Corporation having the rights, privileges, restrictions and conditions set
     forth herein.

     "Exchangeable Share Voting Event" means any matter in respect of which
     holders of Exchangeable Shares are entitled to vote as shareholders of the
     Corporation, other than an Exempt Exchangeable Share Voting Event, and, for
     greater certainty, excluding any matter in respect of which holders of
     Exchangeable Shares are entitled to vote (or instruct the Trustee to vote)
     in their capacity as Beneficiaries under (and as that term is defined in)
     the Voting and Exchange Trust Agreement.

     "Exempt Exchangeable Share Voting Event" means any matter in respect of
     which holders of Exchangeable Shares are entitled to vote as shareholders
     of the Corporation in order to approve or disapprove, as applicable, any
     change to, or in the rights of the holders of, the Exchangeable Shares,
     where the approval or disapproval, as applicable, of such change would be
     required to maintain the equivalence of the Exchangeable Shares and the EGI
     Common Shares.

     "Liquidation Amount" has the meaning ascribed thereto in section 5.1 of
     these share provisions.

     "Liquidation Call Right" has the meaning ascribed thereto in the Plan of
     Arrangement.

     "Liquidation Date" has the meaning ascribed thereto in section 5.1 of these
     share provisions.

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     "Merger Agreement" means the agreement made as of June 14, 2000 between
     EGI, EGI Newco, the Corporation, VERSUS Technologies Inc., VERSUS Brokerage
     Services Inc., VERSUS Brokerage Services (U.S.) Inc. and Fairvest
     Securities Corporation, as amended, supplemented and/or restated in
     accordance therewith prior to the Effective Date, providing for, among
     other things, the Arrangement.

     "Nasdaq" means the National Stock Market's National Market.

     "OBCA" means the Business Corporations Act (Ontario), R.S.O. 1990, c.B.16,
     as amended.

     "Plan of Arrangement" means the plan of arrangement relating to the
     arrangement of Raptor under section 192 of the Canada Business Corporations
     Act, to which plan these share provisions are attached as Appendix 1 and
     which plan (other than Appendix 1 thereto) is attached to these share
     provisions as Exhibit A.

     "Purchase Price" has the meaning ascribed thereto in section 6.3 of these
     share provisions.

     "Redemption Call Purchase Price" has the meaning ascribed thereto in the
     Plan of Arrangement.

     "Redemption Call Right" has the meaning ascribed thereto in the Plan of
     Arrangement.

     "Redemption Date" means the date, if any, established by the Board of
     Directors for the redemption by the Corporation of all but not less than
     all of the outstanding Exchangeable Shares pursuant to Article 7 of these
     share provisions, which date shall be no earlier than the fifth anniversary
     of the Effective Date, unless:

     (a)  there are fewer than 250,000 Exchangeable Shares outstanding (other
          than Exchangeable Shares held by EGI and its affiliates and as such
          number of shares may be adjusted as deemed appropriate by the Board of
          Directors to give effect to any subdivision or consolidation of or
          stock dividend on the Exchangeable Shares, any issue or distribution
          of rights to acquire Exchangeable Shares or securities exchangeable
          for or convertible into Exchangeable Shares, any issue or distribution
          of other securities or rights or evidences of indebtedness or assets,
          or any other capital reorganization or other transaction affecting the
          Exchangeable Shares), in which case the Board of Directors may
          accelerate such redemption date to such date prior to the fifth
          anniversary of the Effective Date as they may determine, upon at least
          60 days' prior written notice to the registered holders of the
          Exchangeable Shares;

     (b)  an EGI Control Transaction occurs, in which case, provided that the
          Board of Directors determines, in good faith and in its sole
          discretion, that it is not reasonably practicable to substantially
          replicate the terms and conditions of the Exchangeable Shares in
          connection with such EGI Control Transaction and that the redemption
          of all but not less than all of the outstanding Exchangeable Shares is
          necessary to enable the completion of such EGI Control Transaction in
          accordance with its terms, the Board of Directors may accelerate such
          redemption

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          date to such date prior to the fifth anniversary of the Effective Date
          as they may determine, upon such number of days prior written notice
          to the registered holders of the Exchangeable Shares as the Board of
          Directors may determine to be reasonably practicable in such
          circumstances;

     (c)  an Exchangeable Share Voting Event is proposed, in which case,
          provided that the Board of Directors has determined, in good faith and
          in its sole discretion, that it is not reasonably practicable to
          accomplish the business purpose intended by the Exchangeable Share
          Voting Event (which business purpose must be bona fide and not for the
          primary purpose of causing the occurrence of a Redemption Date), in
          any other commercially reasonable manner that does not result in an
          Exchangeable Share Voting Event, the redemption date shall be the
          Business Day prior to the record date for any meeting or vote of the
          holders of the Exchangeable Shares to consider the Exchangeable Share
          Voting Event and the Board of Directors shall give such number of
          days' prior written notice of such redemption to the registered
          holders of the Exchangeable Shares as the Board of Directors may
          determine to be reasonably practicable in such circumstances; or

     (d)  an Exempt Exchangeable Share Voting Event is proposed and the holders
          of the Exchangeable Shares fail to take the necessary action at a
          meeting or other vote of holders of Exchangeable Shares, to approve or
          disapprove, as applicable, the Exempt Exchangeable Share Voting Event,
          in which case the redemption date shall be the Business Day following
          the day of such meeting or other vote on which the holders of the
          Exchangeable Shares failed to take such action and the Board of
          Directors shall give such number of days' prior written notice of such
          redemption to the registered holders of the Exchangeable Shares as the
          Board of Directors may determine to be reasonably practicable in such
          circumstances,

     provided, however, that the accidental failure or omission to give any
     notice of redemption under clauses (a), (b), (c) or (d) above to less than
     10% of such holders of Exchangeable Shares shall not affect the validity of
     any such redemption.

     "Redemption Price" has the meaning ascribed thereto in section 7.1 of these
     share provisions.

     "Retracted Shares" has the meaning ascribed thereto in section 6.1(a) of
     these share provisions.

     "Retraction Call Right" has the meaning ascribed thereto in section 6.1(c)
     of these share provisions.

     "Retraction Date" has the meaning ascribed thereto in section 6.1(b) of
     these share provisions.

     "Retraction Price" has the meaning ascribed thereto in section 6.1 of these
     share provisions.

     "Retraction Request" has the meaning ascribed thereto in section 6.1 of
     these share provisions.

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     "Support Agreement" means an agreement between EGI, EGI Newco and the
     Corporation, substantially in the form and content of Exhibit C annexed to
     the Merger Agreement, as the same may be amended pursuant to the terms of
     the Support Agreement.

     "Transfer Agent" means Montreal Trust Company of Canada or such other
     person as may from time to time be appointed by the Corporation as the
     registrar and transfer agent for the Exchangeable Shares.

     "Trustee" means Montreal Trust Company of Canada and, subject to the
     provisions of Article 9 of the Voting and Exchange Trust Agreement,
     includes any successor trustee.

     "Voting and Exchange Trust Agreement" means an agreement between EGI, the
     Corporation and the Trustee, substantially in the form and content of
     Exhibit B annexed to the Merger Agreement, as the same may be amended
     pursuant to the terms of the Voting and Exchange Trust Agreement.

                                   ARTICLE 2

                         RANKING OF EXCHANGEABLE SHARES

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

                                   ARTICLE 3

                                   DIVIDENDS

3.1  A holder of an Exchangeable Share shall be entitled to receive and the
Board of Directors shall, subject to applicable law, on each EGI Dividend
Declaration Date, declare a dividend on each Exchangeable Share:

     (a)  in the case of a cash dividend declared on the EGI Common Shares, in
          an amount in cash for each Exchangeable Share, at the election of the
          Corporation in U.S. dollars or the Canadian Dollar Equivalent thereof
          on the EGI Dividend Declaration Date, in each case, corresponding to
          the cash dividend declared on each EGI Common Share;

     (b)  in the case of a stock dividend declared on the EGI Common Shares to
          be paid in EGI Common Shares, in such number of Exchangeable Shares
          for each Exchangeable Share as is equal to the number of EGI Common
          Shares to be paid on each EGI Common Share; or

     (c)  in the case of a dividend declared on the EGI Common Shares in
          property other than cash or EGI Common Shares, in such type and amount
          of property for each

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          Exchangeable Share as is the same as or economically equivalent to (to
          be determined by the Board of Directors as contemplated by section 3.5
          hereof) the type and amount of property declared as a dividend on each
          EGI Common Share.

Such dividends shall be paid out of money, assets or property of the Corporation
properly applicable to the payment of dividends, or out of authorized but
unissued shares of the Corporation, as applicable.  The holders of Exchangeable
Shares shall not be entitled to any dividends other than or in excess of the
dividends referred to in this section 3.1.

3.2  Cheques of the Corporation payable at par at any branch of the bankers of
the Corporation shall be issued in respect of any cash dividends contemplated by
section 3.1(a) hereof and the sending of such a cheque to each holder of an
Exchangeable Share shall satisfy the cash dividend represented thereby unless
the cheque is not paid on presentation.  Certificates registered in the name of
the registered holder of Exchangeable Shares shall be issued or transferred in
respect of any stock dividends contemplated by section 3.1(b) hereof and the
sending of such a certificate to each holder of an Exchangeable Share shall
satisfy the stock dividend represented thereby.  Such other type and amount of
property in respect of any dividends contemplated by section 3.1(c) hereof shall
be issued, distributed or transferred by the Corporation in such manner as it
shall determine and the issuance, distribution or transfer thereof by the
Corporation to each holder of an Exchangeable Share shall satisfy the dividend
represented thereby.  No holder of an Exchangeable Share shall be entitled to
recover by action or other legal process against the Corporation any dividend
that is represented by a cheque that has not been duly presented to the
Corporation's bankers for payment or that otherwise remains unclaimed for a
period of six years from the date on which such dividend was payable.

3.3  The record date for the determination of the holders of Exchangeable Shares
entitled to receive payment of, and the payment date for, any dividend declared
on the Exchangeable Shares under section 3.1 hereof shall be the same dates as
the record date and payment date, respectively, for the corresponding dividend
declared on the EGI Common Shares.

3.4  If on any payment date for any dividends declared on the Exchangeable
Shares under section 3.1 hereof the dividends are not paid in full on all of the
Exchangeable Shares then outstanding, any such dividends that remain unpaid
shall be paid on a subsequent date or dates determined by the Board of Directors
on which the Corporation shall have sufficient moneys, assets or property
properly applicable to the payment of such dividends.

3.5  The Board of Directors shall determine, in good faith and in its sole
discretion, economic equivalence for the purposes of section 3.1 hereof, and
each such determination shall be conclusive and binding on the Corporation and
its shareholders.  In making each such determination, the following factors
shall, without excluding other factors determined by the Board of Directors to
be relevant, be considered by the Board of Directors:

     (a)  in the case of any stock dividend or other distribution payable in EGI
          Common Shares, the number of such shares issued as a result of such
          stock dividend in proportion to the number of EGI Common Shares
          previously outstanding;

     (b)  in the case of the issuance or distribution of any rights, options or
          warrants to subscribe for or purchase EGI Common Shares (or securities
          exchangeable for or convertible into or carrying rights to acquire EGI
          Common Shares), the

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          relationship between the Canadian Dollar
          Equivalent of the exercise price of each such right, option or warrant
          and the Current Market Price of an EGI Common Share;

     (c)  in the case of the issuance or distribution of any other form of
          property (including without limitation any shares or securities of EGI
          of any class other than EGI Common Shares, any rights, options or
          warrants other than those referred to in section 3.5 (b) above, any
          evidences of indebtedness of EGI or any assets of EGI), the
          relationship between the fair market value (as determined by the Board
          of Directors in the manner above contemplated) of such property to be
          issued or distributed with respect to each outstanding EGI Common
          Share and the Current Market Price of an EGI Common Share;

     (d)  in the case of any subdivision, redivision or change of the then
          outstanding EGI Common Shares into a greater number of EGI Common
          Shares or the reduction, combination, consolidation or change of the
          then outstanding EGI Common Shares into a lesser number of EGI Common
          Shares or any amalgamation, merger, reorganization or other
          transaction affecting EGI Common Shares, the effect thereof upon the
          then outstanding EGI Common Shares; and

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

                                   ARTICLE 4

                              CERTAIN RESTRICTIONS

4.1  So long as any of the Exchangeable Shares are outstanding, the Corporation
shall not at any time without, but may at any time with, the approval of the
holders of the Exchangeable Shares given as specified in section 10.2 of these
share provisions:

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

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

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

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     (d)  issue any Exchangeable Shares or any other shares of the Corporation
          ranking equally with, or superior to, the Exchangeable Shares other
          than by way of stock dividends to the holders of such Exchangeable
          Shares.

     The restrictions in sections 4.1(a), 4.1(b), 4.1(c) and 4.1(d) above shall
not apply if all dividends on the outstanding Exchangeable Shares corresponding
to dividends declared and paid to date on the EGI Common Shares shall have been
declared and paid on the Exchangeable Shares.

                                   ARTICLE 5

                          DISTRIBUTION ON LIQUIDATION

5.1  In the event of the liquidation, dissolution or winding-up of the
Corporation or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs, a holder of Exchangeable
Shares shall be entitled, subject to applicable law, to receive from the assets
of the Corporation in respect of each Exchangeable Share held by such holder on
the effective date (the "Liquidation Date") of such liquidation, dissolution or
winding-up, before any distribution of any part of the assets of the Corporation
among the holders of the Common Shares or any other shares ranking junior to the
Exchangeable Shares, an amount per share equal to the Current Market Price of an
EGI Common Share on the last Business Day prior to the Liquidation Date (the
"Liquidation Amount"), which shall be satisfied in full by the Corporation
causing to be delivered to such holder one EGI Common Share, together with all
declared and unpaid dividends on each such Exchangeable Share held by such
holder on any dividend record date which occurred prior to the Liquidation Date.

5.2  On or promptly after the Liquidation Date, and subject to the exercise by
EGI Newco of the Liquidation Call Right, the Corporation shall cause to be
delivered to the holders of the Exchangeable Shares the Liquidation Amount for
each such Exchangeable Share upon presentation and surrender of the certificates
representing such Exchangeable Shares, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the OBCA and the by-laws of the Corporation and such additional documents and
instruments as the Transfer Agent may reasonably require, at the registered
office of the Corporation or at any office of the Transfer Agent as may be
specified by the Corporation by notice to the holders of the Exchangeable
Shares.  Payment of the total Liquidation Amount for such Exchangeable Shares
shall be made by delivery to each holder, at the address of the holder recorded
in the securities register of the Corporation for the Exchangeable Shares or by
holding for pick-up by the holder at the registered office of the Corporation or
at any office of the Transfer Agent as may be specified by the Corporation by
notice to the holders of Exchangeable Shares, on behalf of the Corporation of
certificates representing EGI Common Shares (which shares shall be duly issued
as fully paid and non-assessable and shall be free and clear of any lien, claim
or encumbrance) and a cheque of the Corporation payable at par at any branch of
the bankers of the Corporation in respect of the declared and unpaid dividends
on the Exchangeable Shares of such holder (in each case less any amounts
withheld on account of tax required to be deducted and withheld therefrom).  On
and after the Liquidation Date, the holders of the Exchangeable Shares shall
cease to be holders of such Exchangeable Shares and shall not be entitled to
exercise any of the rights of holders in respect thereof, other than the right
to receive their proportionate part of the total Liquidation Amount, unless
payment of the total

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Liquidation Amount for such Exchangeable Shares shall not be made upon
presentation and surrender of share certificates in accordance with the
foregoing provisions, in which case the rights of the holders shall remain
unaffected until the total Liquidation Amount has been paid in the manner
hereinbefore provided. The Corporation shall have the right at any time after
the Liquidation Date to deposit or cause to be deposited certificates
representing the EGI Common Shares issuable in respect of, and an amount
representing declared and unpaid dividends on, the Exchangeable Shares
represented by certificates that have not at the Liquidation Date been
surrendered by the holders thereof in a custodial account with any chartered
bank or trust company in Canada. Upon such deposit being made, the rights of the
holders of Exchangeable Shares after such deposit shall be limited to receiving
their proportionate part of the total Liquidation Amount (in each case less any
amounts withheld on account of tax required to be deducted and withheld
therefrom) for such Exchangeable Shares so deposited, against presentation and
surrender of the said certificates held by them, respectively, in accordance
with the foregoing provisions. Upon such payment or deposit of the total
Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be
considered and deemed for all purposes to be holders of the EGI Common Shares
delivered to them or the custodian on their behalf.

5.3  After the Corporation has satisfied its obligations to pay the holders of
the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant
to section 5.1 of these share provisions, such holders shall not be entitled to
share in any further distribution of the assets of the Corporation.

                                   ARTICLE 6

                  RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

6.1  A holder of Exchangeable Shares shall be entitled at any time, subject to
the exercise by EGI Newco of the Retraction Call Right and otherwise upon
compliance with the provisions of this Article 6, to require the Corporation to
redeem any or all of the Exchangeable Shares registered in the name of such
holder for an amount per share equal to the Current Market Price of an EGI
Common Share on the last Business Day prior to the Retraction Date (the
"Retraction Price"), which shall be satisfied in full by the Corporation causing
to be delivered to such holder one EGI Common Share for each Exchangeable Share
presented and surrendered by the holder, together with, on the payment date
therefor, the full amount of all declared and unpaid dividends on any such
Exchangeable Share held by such holder on any dividend record date which
occurred prior to the Retraction Date.  To effect such redemption, the holder
shall present and surrender at the registered office of the Corporation or at
any office of the Transfer Agent as may be specified by the Corporation by
notice to the holders of Exchangeable Shares the certificate or certificates
representing the Exchangeable Shares which the holder desires to have the
Corporation redeem, together with such other documents and instruments as may be
required to effect a transfer of Exchangeable Shares under the OBCA and the by-
laws of the Corporation and such additional documents and instruments as the
Transfer Agent may reasonably require, and together with a duly executed
statement (the "Retraction Request") in the form of Schedule A hereto or in such
other form as may be acceptable to the Corporation:

     (a)  specifying that the holder desires to have all or any number specified
          therein of the Exchangeable Shares represented by such certificate or
          certificates (the "Retracted Shares") redeemed by the Corporation;

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     (b)  stating the Business Day on which the holder desires to have the
          Corporation redeem the Retracted Shares (the "Retraction Date"),
          provided that the Retraction Date shall be not less than 10 Business
          Days nor more than 15 Business Days after the date on which the
          Retraction Request is received by the Corporation and further provided
          that, in the event that no such Business Day is specified by the
          holder in the Retraction Request, the Retraction Date shall be deemed
          to be the 15th Business Day after the date on which the Retraction
          Request is received by the Corporation; and

     (c)  acknowledging the overriding right (the "Retraction Call Right") of
          EGI Newco to purchase all but not less than all the Retracted Shares
          directly from the holder and that the Retraction Request shall be
          deemed to be a revocable offer by the holder to sell the Retracted
          Shares to EGI Newco in accordance with the Retraction Call Right on
          the terms and conditions set out in section 6.3 below.

6.2  Subject to the exercise by EGI Newco of the Retraction Call Right, upon
receipt by the Corporation or the Transfer Agent in the manner specified in
section 6.1 hereof of a certificate or certificates representing the Retracted
Shares, together with a Retraction Request, and provided that the Retraction
Request is not revoked by the holder in the manner specified in section 6.7, the
Corporation shall redeem the Retracted Shares effective at the close of business
on the Retraction Date and shall deliver or cause to be delivered to such holder
certificates representing the EGI Common Shares to which such holder is entitled
with respect to such shares, and on the designated payment date therefor, a
cheque of the Corporation payable at par at any branch of the bankers of the
Corporation in respect of any dividends on the Retracted Shares for which the
record date was prior to the Retraction Date and the payment date was after the
Retraction Date (in such case less any amounts withheld on account of tax
required to be deducted and withheld therefrom).  If only a part of the
Exchangeable Shares represented by any certificate is redeemed (or purchased by
EGI Newco pursuant to the Retraction Call Right), a new certificate for the
balance of such Exchangeable Shares shall be issued to the holder at the expense
of the Corporation.

6.3  Upon receipt by the Corporation of a Retraction Request, the Corporation
shall immediately notify EGI Newco thereof and shall provide EGI Newco with a
copy of the Retraction Request.  In order to exercise the Retraction Call Right,
EGI Newco must notify the Corporation of its determination to do so (the "EGI
Newco Call Notice") within five Business Days of notification to EGI Newco by
the Corporation of the receipt by the Corporation of the Retraction Request.  If
EGI Newco does not so notify the Corporation within such five Business Day
period, the Corporation will notify the holder as soon as possible thereafter
that EGI Newco will not exercise the Retraction Call Right.  If EGI Newco
delivers the EGI Newco Call Notice within such five Business Day period, and
provided that the Retraction Request is not revoked by the holder in the manner
specified in section 6.7, the Retraction Request shall thereupon be considered
only to be an offer by the holder to sell the Retracted Shares to EGI Newco in
accordance with the Retraction Call Right.  In such event, the Corporation shall
not redeem the Retracted Shares and EGI Newco shall purchase from such holder
and such holder shall sell to EGI on the Retraction Date the Retracted Shares
for a purchase price (the "Purchase Price") per share equal to the Retraction
Price per share, plus, on the designated payment date therefor, to the extent
not paid by the Corporation on the designated payment date therefor, an
additional amount equivalent to the full amount of all declared and unpaid
dividends on those Retracted

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Shares held by such holder on any dividend record date which occurred prior to
the Retraction Date (the "Dividend Amount"). For the purposes of completing a
purchase pursuant to the Retraction Call Right, such Purchase Price shall be
satisfied by EGI Newco depositing with the Transfer Agent, on or before the
Retraction Date, certificates representing EGI Common Shares and a cheque or
cheques of EGI Newco payable at par at any branch of the bankers of EGI Newco
representing the aggregate Dividend Amount, less any amounts withheld on account
of tax required to be deducted and withheld therefrom. Provided that EGI Newco
has complied with the immediately preceding sentence, the closing of the
purchase and sale of the Retracted Shares pursuant to the Retraction Call Right
shall be deemed to have occurred as at the close of business on the Retraction
Date and, for greater certainty, no redemption by the Corporation of such
Retracted Shares shall take place on the Retraction Date. In the event that EGI
Newco does not deliver an EGI Newco Call Notice within such five Business Day
period, and provided that the Retraction Request is not revoked by the holder in
the manner specified in section 6.7, the Corporation shall redeem the Retracted
Shares on the Retraction Date and in the manner otherwise contemplated in this
Article 6.

6.4  The Corporation or EGI Newco, as the case may be, shall deliver or cause
the Transfer Agent to deliver to the relevant holder, at the address of the
holder recorded in the securities register of the Corporation for the
Exchangeable Shares or at the address specified in the holder's Retraction
Request or by holding for pick-up by the holder at the registered office of the
Corporation or at any office of the Transfer Agent as may be specified by the
Corporation by notice to the holders of Exchangeable Shares, certificates
representing the EGI Common Shares (which shares shall be duly issued as fully
paid and non-assessable and shall be free and clear of any lien, claim or
encumbrance) registered in the name of the holder or in such other name as the
holder may request, and, if applicable and on or before the payment date
therefor, a cheque payable at par at any branch of the bankers of the
Corporation or EGI Newco, as applicable, representing the aggregate Dividend
Amount in payment of the total Retraction Price or the total Purchase Price, as
the case may be, in each case, less any amounts withheld on account of tax
required to be deducted and withheld therefrom, and such delivery of such
certificates and cheques on behalf of the Corporation or by EGI Newco, as the
case may be, or by the Transfer Agent shall be deemed to be payment of and shall
satisfy and discharge all liability for the total Retraction Price or total
Purchase Price, as the case may be, to the extent that the same is represented
by such share certificates and cheques (plus any tax deducted and withheld
therefrom and remitted to the proper tax authority).

6.5  On and after the close of business on the Retraction Date, the holder of
the Retracted Shares shall cease to be a holder of such Retracted Shares and
shall not be entitled to exercise any of the rights of a holder in respect
thereof, other than the right to receive his proportionate part of the total
Retraction Price or total Purchase Price, as the case may be, unless upon
presentation and surrender of certificates in accordance with the foregoing
provisions, payment of the total Retraction Price or the total Purchase Price,
as the case may be, shall not be made as provided in section 6.4, in which case
the rights of such holder shall remain unaffected until the total Retraction
Price or the total Purchase Price, as the case may be, has been paid in the
manner hereinbefore provided.  On and after the close of business on the
Retraction Date, provided that presentation and surrender of certificates and
payment of the total Retraction Price or the total Purchase Price, as the case
may be, has been made in accordance with the foregoing provisions, the holder of
the Retracted Shares so redeemed by the Corporation or purchased by EGI Newco

                                       11
<PAGE>

shall thereafter be considered and deemed for all purposes to be a holder of the
EGI Common Shares delivered to it.

6.6  Notwithstanding any other provision of this Article 6, the Corporation
shall not be obligated to redeem Retracted Shares specified by a holder in a
Retraction Request to the extent that such redemption of Retracted Shares would
be contrary to solvency requirements or other provisions of applicable law.  If
the Corporation believes that on any Retraction Date it would not be permitted
by any of such provisions to redeem the Retracted Shares tendered for redemption
on such date, and provided that EGI Newco shall not have exercised the
Retraction Call Right with respect to the Retracted Shares, the Corporation
shall only be obligated to redeem Retracted Shares specified by a holder in a
Retraction Request to the extent of the maximum number that may be so redeemed
(rounded down to a whole number of shares) as would not be contrary to such
provisions and shall notify the holder at least two Business Days prior to the
Retraction Date as to the number of Retracted Shares which will not be redeemed
by the Corporation.  In any case in which the redemption by the Corporation of
Retracted Shares would be contrary to solvency requirements or other provisions
of applicable law, the Corporation shall redeem Retracted Shares in accordance
with section 6.2 of these share provisions on a pro rata basis and shall issue
to each holder of Retracted Shares a new certificate, at the expense of the
Corporation, representing the Retracted Shares not redeemed by the Corporation
pursuant to section 6.2 hereof.  Provided that the Retraction Request is not
revoked by the holder in the manner specified in section 6.7, the holder of any
such Retracted Shares not redeemed by the Corporation pursuant to section 6.2 of
these share provisions as a result of solvency requirements or other provisions
of applicable law shall be deemed by giving the Retraction Request to require
EGI to purchase such Retracted Shares from such holder on the Retraction Date or
as soon as practicable thereafter on payment by EGI to such holder of the
Purchase Price for each such Retracted Share, all as more specifically provided
in the Voting and Exchange Trust Agreement.

6.7  A holder of Retracted Shares may, by notice in writing given by the holder
to the Corporation before the close of business on the Business Day immediately
preceding the Retraction Date, withdraw its Retraction Request, in which event
such Retraction Request shall be null and void and, for greater certainty, the
revocable offer constituted by the Retraction Request to sell the Retracted
Shares to EGI Newco shall be deemed to have been revoked.

                                   ARTICLE 7

              REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

7.1  Subject to applicable law, and provided EGI Newco has not exercised the
Redemption Call Right, the Corporation shall on the Redemption Date redeem all
but not less than all of the then outstanding Exchangeable Shares for an amount
per share equal to the Current Market Price of an EGI Common Share on the last
Business Day prior to the Redemption Date (the "Redemption Price"), which shall
be satisfied in full by the Corporation causing to be delivered to each holder
of Exchangeable Shares one EGI Common Share for each Exchangeable Share held by
such holder, together with the full amount of all declared and unpaid dividends
on each such Exchangeable Share held by such holder on any dividend record date
which occurred prior to the Redemption Date.

                                       12
<PAGE>

7.2  In any case of a redemption of Exchangeable Shares under this Article 7,
the Corporation shall, at least 60 days before the Redemption Date (other than a
Redemption Date established in connection with an EGI Control Transaction, an
Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event),
send or cause to be sent to each holder of Exchangeable Shares a notice in
writing of the redemption by the Corporation or the purchase by EGI Newco under
the Redemption Call Right, as the case may be, of the Exchangeable Shares held
by such holder.  In the case of a Redemption Date established in connection with
an EGI Control Transaction, an Exchangeable Share Voting Event and an Exempt
Exchangeable Share Voting Event, the written notice of redemption by the
Corporation or the purchase by EGI Newco under the Redemption Call Right will be
sent on or before the Redemption Date, on as many days prior written notice as
may be determined by the Board of Directors of the Corporation to be reasonably
practicable in the circumstances.  In any such case, such notice shall set out
the formula for determining the Redemption Price or the Redemption Call Purchase
Price, as the case may be, the Redemption Date and, if applicable, particulars
of the Redemption Call Right.

7.3  On or after the Redemption Date and subject to the exercise by EGI Newco of
the Redemption Call Right, the Corporation shall cause to be delivered to the
holders of the Exchangeable Shares to be redeemed the Redemption Price for each
such Exchangeable Share, together with the full amount of all declared and
unpaid dividends on each such Exchangeable Share held by such holder on any
dividend record date which occurred prior to the Redemption Date, upon
presentation and surrender at the registered office of the Corporation or at any
office of the Transfer Agent as may be specified by the Corporation in such
notice of the certificates representing such Exchangeable Shares, together with
such other documents and instruments as may be required to effect a transfer of
Exchangeable Shares under the OBCA and the by-laws of the Corporation and such
additional documents and instruments as the Transfer Agent may reasonably
require.  Payment of the total Redemption Price for such Exchangeable Shares,
together with payment of such dividends, shall be made by delivery to each
holder, at the address of the holder recorded in the securities register of the
Corporation or by holding for pick-up by the holder at the registered office of
the Corporation or at any office of the Transfer Agent as may be specified by
the Corporation in such notice, on behalf of the Corporation of certificates
representing EGI Common Shares (which shares shall be duly issued as fully paid
and non-assessable and shall be free and clear of any lien, claim or
encumbrance) and, if applicable, a cheque of the Corporation payable at par at
any branch of the bankers of the Corporation in payment of any such dividends,
in each case, less any amounts withheld on account of tax required to be
deducted and withheld therefrom.  On and after the Redemption Date, the holders
of the Exchangeable Shares called for redemption shall cease to be holders of
such Exchangeable Shares and shall not be entitled to exercise any of the rights
of holders in respect thereof, other than the right to receive their
proportionate part of the total Redemption Price and any such dividends, unless
payment of the total Redemption Price and any such dividends for such
Exchangeable Shares shall not be made upon presentation and surrender of
certificates in accordance with the foregoing provisions, in which case the
rights of the holders shall remain unaffected until the total Redemption Price
and any such dividends have been paid in the manner hereinbefore provided.  The
Corporation shall have the right at any time after the sending of notice of its
intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to
be deposited certificates representing the EGI Common Shares issuable in respect
of, and the full amount of such dividends on (except as provided in this section
7.3), the Exchangeable Shares so called for redemption, or such of the said
Exchangeable Shares represented by certificates that have not at the date of
such deposit been surrendered by the holders thereof in connection with

                                       13
<PAGE>

such redemption, in a custodial account with any chartered bank or trust company
in Canada named in such notice, less any amounts withheld on account of tax
required to be deducted and withheld therefrom. Upon the later of such deposit
being made and the Redemption Date, the Exchangeable Shares in respect whereof
such deposit shall have been made shall be redeemed and the rights of the
holders thereof after such deposit or Redemption Date, as the case may be, shall
be limited to receiving their proportionate part of the total Redemption Price
and such dividends for such Exchangeable Shares so deposited, against
presentation and surrender of the said certificates held by them, respectively,
in accordance with the foregoing provisions. Upon such payment or deposit of the
total Redemption Price and the full amount of such dividends, the holders of the
Exchangeable Shares shall thereafter be considered and deemed for all purposes
to be holders of the EGI Common Shares delivered to them or the custodian on
their behalf.

                                   ARTICLE 8

                           PURCHASE FOR CANCELLATION

8.1  Subject to applicable law and the articles of the Corporation, the
Corporation may at any time and from time to time purchase for cancellation all
or any part of the outstanding Exchangeable Shares at any price by tender to all
the holders of record of Exchangeable Shares then outstanding or through the
facilities of any stock exchange on which the Exchangeable Shares are listed or
quoted at any price per share.  If in response to an invitation for tenders
under the provisions of this section 8.1, more Exchangeable Shares are tendered
at a price or prices acceptable to the Corporation than the Corporation is
prepared to purchase, the Exchangeable Shares to be purchased by the Corporation
shall be purchased as nearly as may be pro rata according to the number of
shares tendered by each holder who submits a tender to the Corporation, provided
that when shares are tendered at different prices, the pro rating shall be
effected (disregarding fractions) only with respect to the shares tendered at
the price at which more shares were tendered than the Corporation is prepared to
purchase after the Corporation has purchased all the shares tendered at lower
prices.  If part only of the Exchangeable Shares represented by any certificate
shall be purchased a new certificate for the balance of such shares shall be
issued at the expense of the Corporation.

                                   ARTICLE 9

                                 VOTING RIGHTS

9.1  Except as required by applicable law and by Article 10 hereof, the holders
of the Exchangeable Shares shall not be entitled as such to receive notice of or
to attend any meeting of the shareholders of the Corporation or to vote at any
such meeting.

                                   ARTICLE 10

                             AMENDMENT AND APPROVAL

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

                                       14
<PAGE>

10.2  Any approval given by the holders of the Exchangeable Shares to add to,
change or remove any right, privilege, restriction or condition attaching to the
Exchangeable Shares or any other matter requiring the approval or consent of the
holders of the Exchangeable Shares shall be deemed to have been sufficiently
given if it shall have been given in accordance with applicable law subject to a
minimum requirement that such approval be evidenced by resolution passed by not
less than two-thirds of the votes cast on such resolution at a meeting of
holders of Exchangeable Shares duly called and held at which the holders of at
least 25% of the outstanding Exchangeable Shares at that time are present or
represented by proxy; provided that if at any such meeting the holders of at
least 25% of the outstanding Exchangeable Shares at that time are not present or
represented by proxy within one-half hour after the time appointed for such
meeting, then the meeting shall be adjourned to such date not less than five
days thereafter and to such time and place as may be designated by the Chairman
of such meeting.  At such adjourned meeting the holders of Exchangeable Shares
present or represented by proxy thereat may transact the business for which the
meeting was originally called and a resolution passed thereat by the affirmative
vote of not less than two-thirds of the votes cast on such resolution at such
meeting shall constitute the approval or consent of the holders of the
Exchangeable Shares.

                                   ARTICLE 11


                            RECIPROCAL CHANGES, ETC.

                        IN RESPECT OF EGI COMMON SHARES

11.1  Each holder of an Exchangeable Share acknowledges that the Support
Agreement provides, in part, that EGI will not without the prior approval of the
Corporation and the prior approval of the holders of the Exchangeable Shares
given in accordance with section 10.2 of these share provisions:

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

     (b)  issue or distribute rights, options or warrants to the holders of all
          or substantially all of the then outstanding EGI Common Shares
          entitling them to subscribe for or to purchase EGI Common Shares (or
          securities exchangeable for or convertible into or carrying rights to
          acquire EGI Common Shares); or

     (c)  issue or distribute to the holders of all or substantially all of the
          then outstanding EGI Common Shares:

          (i)  shares or securities of EGI of any class other than EGI Common
               Shares (other than shares convertible into or exchangeable for or
               carrying rights to acquire EGI Common Shares);

                                       15
<PAGE>

          (ii) rights, options or warrants other than those referred to in
               section 11.1(b) above;

          (iii)  evidences of indebtedness of EGI; or

          (iv)  assets of EGI,

unless the economic equivalent on a per share basis of such rights, options,
securities, shares, evidences of indebtedness or other assets is issued or
distributed simultaneously to holders of the Exchangeable Shares.

11.2  Each holder of an Exchangeable Share acknowledges that the Support
Agreement further provides, in part, that EGI will not without the prior
approval of the Corporation and the prior approval of the holders of the
Exchangeable Shares given in accordance with section 10.2 of these share
provisions:

     (a)  subdivide, redivide or change the then outstanding EGI Common Shares
          into a greater number of EGI Common Shares;

     (b)  reduce, combine, consolidate or change the then outstanding EGI Common
          Shares into a lesser number of EGI Common Shares; or

     (c)  reclassify or otherwise change the EGI Common Shares or effect an
          amalgamation, merger, reorganization or other transaction affecting
          the EGI Common Shares,

unless the same or an economically equivalent change shall simultaneously be
made to, or in the rights of the holders of, the Exchangeable Shares.

11.3  The Support Agreement further provides, in part, that the aforesaid
provisions of the Support Agreement shall not be changed without the approval of
the holders of the Exchangeable Shares given in accordance with section 10.2 of
these share provisions (other than certain amendments which are not prejudicial
to the rights or interests of the holders of Exchangeable Shares).

                                   ARTICLE 12

               ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

12.1  The Corporation will take all such actions and do all such things as shall
be necessary or advisable to perform and comply with and to ensure performance
and compliance by EGI, EGI Newco and the Corporation with all provisions of the
Support Agreement applicable to EGI, EGI Newco and the Corporation,
respectively, in accordance with the terms thereof including, without
limitation, taking all such actions and doing all such things as shall be
necessary or advisable to enforce to the fullest extent possible for the direct
benefit of the Corporation all rights and benefits in favour of the Corporation
under or pursuant to such agreement.

12.2  The Corporation shall not propose, agree to or otherwise give effect to
any amendment to, or waiver or forgiveness of its rights or obligations under,
the Support Agreement without the

                                       16
<PAGE>

approval of the holders of the Exchangeable Shares given in accordance with
section 10.2 of these share provisions other than such amendments, waivers
and/or forgiveness as may be necessary or advisable for the purposes of:

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

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

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

                                   ARTICLE 13

                              LEGEND; CALL RIGHTS

13.1  The certificates evidencing the Exchangeable Shares shall contain or have
affixed thereto a legend in form and on terms approved by the Board of
Directors, with respect to the Support Agreement, the provisions of the Plan of
Arrangement relating to the Liquidation Call Right and the Redemption Call
Right, and the Voting and Exchange Trust Agreement (including the provisions
with respect to the voting rights, exchange right and automatic exchange
thereunder).

13.2  Each holder of an Exchangeable Share, whether of record or beneficial, by
virtue of becoming and being such a holder shall be deemed to acknowledge each
of the Liquidation Call Right, the Retraction Call Right and the Redemption Call
Right, in each case, in favour of EGI Newco, and the overriding nature thereof
in connection with the liquidation, dissolution or winding-up of the Corporation
or the retraction or redemption of Exchangeable Shares, as the case may be, and
to be bound thereby in favour of EGI Newco as therein provided.

                                   ARTICLE 14

                                    NOTICES

14.1  Any notice, request or other communication to be given to the Corporation
by a holder of Exchangeable Shares shall be in writing and shall be valid and
effective if given by mail (postage prepaid) or by telecopy or by delivery to
the registered office of the Corporation and addressed to the attention of the
President.  Any such notice, request or other communication, if given by

                                       17
<PAGE>

mail, telecopy or delivery, shall only be deemed to have been given and received
upon actual receipt thereof by the Corporation.

14.2  Any presentation and surrender by a holder of Exchangeable Shares to the
Corporation or the Transfer Agent of certificates representing Exchangeable
Shares in connection with the liquidation, dissolution or winding-up of the
Corporation or the retraction or redemption of Exchangeable Shares shall be made
by registered mail (postage prepaid) or by delivery to the registered office of
the Corporation or to such office of the Transfer Agent as may be specified by
the Corporation, in each case, addressed to the attention of the President of
the Corporation.  Any such presentation and surrender of certificates shall only
be deemed to have been made and to be effective upon actual receipt thereof by
the Corporation or the Transfer Agent, as the case may be.  Any such
presentation and surrender of certificates made by registered mail shall be at
the sole risk of the holder mailing the same.

14.3  Any notice, request or other communication to be given to a holder of
Exchangeable Shares by or on behalf of the Corporation shall be in writing and
shall be valid and effective if given by mail (postage prepaid) or by delivery
to the address of the holder recorded in the securities register of the
Corporation or, in the event of the address of any such holder not being so
recorded, then at the last known address of such holder.  Any such notice,
request or other communication, if given by mail, shall be deemed to have been
given and received on the third Business Day following the date of mailing and,
if given by delivery, shall be deemed to have been given and received on the
date of delivery.  Accidental failure or omission to give any notice, request or
other communication to one or more holders of Exchangeable Shares shall not
invalidate or otherwise alter or affect any action or proceeding to be taken by
the Corporation pursuant thereto.

                                       18
<PAGE>

SCHEDULE A

                              NOTICE OF RETRACTION

To EGI Canada Corporation ("ECC") and 3045175 Nova Scotia Company ("EGI Newco").

     This notice is given pursuant to Article 6 of the provisions (the "Share
Provisions") attaching to the Exchangeable Shares of ECC represented by this
certificate and all capitalized words and expressions used in this notice that
are defined in the Share Provisions have the meanings ascribed to such words and
expressions in such Share Provisions.

     The undersigned hereby notifies ECC that, subject to the Retraction Call
Right referred to below, the undersigned desires to have ECC redeem the
following Exchangeable Shares (the "Retracted Shares") in accordance with
Article 6 of the Share Provisions:

     [   ]     all share(s) represented by this certificate; or
     [   ]     __________ share(s) only.

     The undersigned hereby notifies ECC that the Retraction Date shall
     be _______________ .

NOTE:

     The Retraction Date must be a Business Day and must not be less than 10
     Business Days nor more than 15 Business Days after the date upon which this
     notice is received by ECC. If no such Business Day is specified above, the
     Retraction Date shall be deemed to be the 15th Business Day after the date
     on which this notice is received by ECC.

     The undersigned acknowledges the overriding Retraction Call Right of EGI
Newco to purchase all but not less than all the Retracted Shares from the
undersigned and that this notice is and shall be deemed to be a revocable offer
by the undersigned to sell the Retracted Shares to EGI Newco in accordance with
the Retraction Call Right on the Retraction Date for the Purchase Price and on
the other terms and conditions set out in section 6.3 of the Share Provisions.
This notice of retraction, and this offer to sell the Retracted Shares to EGI
Newco, may be revoked and withdrawn by the undersigned only by notice in writing
given to ECC at any time before the close of business on the Business Day
immediately preceding the Retraction Date.

     The undersigned acknowledges that if, as a result of solvency provisions of
applicable law, ECC is unable to redeem all Retracted Shares and provided EGI
Newco shall not have exercised the Retraction Call Right with respect to the
Retracted Shares and the undersigned has not revoked this notice of retraction,
the undersigned will be deemed to have exercised the Exchange Right (as defined
in the Voting and Exchange Trust Agreement) so as to require E*TRADE Group, Inc.
to purchase the unredeemed Retracted Shares.

     The undersigned hereby represents and warrants to EGI Newco and ECC that
the undersigned:

      [   ]    is
                          (select one)
      [   ]    is not

                                       19
<PAGE>

a non-resident of Canada for purposes of the Income Tax Act (Canada).  The
undersigned acknowledges that in the absence of an indication that the
undersigned is not a non-resident of Canada, withholding on account of Canadian
tax may be made in respect of amounts payable to the undersigned on the
redemption or purchase of the Retracted Shares.

     The undersigned hereby represents and warrants to EGI Newco and ECC that
the undersigned has good title to, and owns, the share(s) represented by this
certificate to be acquired by EGI Newco or ECC, as the case may be, free and
clear of all liens, claims and encumbrances.


_______________   ____________________________   __________________________
   (Date)          (Signature of Shareholder)     (Guarantee of Signature)

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

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

Date:_____________________________

     Name of Person in Whose Name Securities or Cheque(s)
     Are to be Registered, Issued or Delivered (please print):__________________

     Street Address or P.O. Box:________________________________________________

     City, Province and Postal Code:____________________________________________

     Signature of Shareholder:__________________________________________________

     Signature Guaranteed by:___________________________________________________

     NOTE:
     If this notice of retraction is for less than all of the shares represented
     by this certificate, a certificate representing the remaining share(s) of
     ECC represented by this certificate will be issued and registered in the
     name of the shareholder as it appears on the register of ECC, unless the
     Share Transfer Power on the share certificate is duly completed in respect
     of such share(s).




                                       20