<PAGE>

                                                                     EXHIBIT 4.3

                          EXCHANGEABLE SHARE PROVISIONS

     The Exchangeable Shares in the capital of the Corporation shall have the
following rights, privileges, restrictions and conditions:

                                   Article 1
                                 INTERPRETATION

     For the purposes of these rights, privileges, restrictions and conditions:



Section 1.1 Definitions.

     "Act" means the New Brunswick Business Corporations Act as amended,
     consolidated or re-enacted from time to time.

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

     "Automatic Redemption Date" means the date for the automatic 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 the fifth anniversary date of the Effective Date, unless:

     (a)  such date shall be extended at any time or from time to time to a
          specified later date by prior written notice from the Board of
          Directors given not later than 30 days prior to the fifth anniversary
          of the Effective Date to the registered holders of the Exchangeable
          Shares, in which case the Automatic Redemption Date shall be the later
          date designated in such notice; or

     (b)  such date shall be accelerated at any time or from time to time to a
          specified earlier date by the Board of Directors:

          (i)  if at such time there are outstanding fewer than such number as
               represents [oNtd: The number to be inserted will equal 10% of the
               total number of Exchangeable Shares to be issued at Closing] of
               the aggregate number of Exchangeable Shares initially issued as
               at the Effective Date (other than Exchangeable Shares held by
               Parent, Callco, their Subsidiaries or Affiliates, and as such
               number of shares may be adjusted by the Board of Directors as
               required by Article 10 of these Exchangeable Share Provisions to
               give effect to any transaction
<PAGE>

                                      -2-

               involving or affecting the number of issued Exchangeable Shares)
               upon at least 30 days' prior written notice of any such
               acceleration to the registered holders of the Exchangeable
               Shares, in which case the Automatic Redemption Date shall be the
               earlier date designated in such notice;

          (ii) if at such time an Exchangeable Share Voting Event is proposed
               and the holders of such number of Exchangeable Shares as would be
               required for the class to approve or disapprove such Exchangeable
               Share Voting Event have not given the holder of Common Shares
               designated by Parent irrevocable proxies, within five Business
               Days of receipt of the Board of Directors' request therefor, to
               vote their Exchangeable Shares with respect to such Exchangeable
               Share Voting Event in the manner determined by such holder of
               Common Shares, in his entire discretion, in which case, the
               Automatic 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;

         (iii) if at such time an Exempt Exchangeable Share Voting Event is
               proposed and the holders of the Exchangeable Shares (excluding
               Exchangeable Shares beneficially owned by Parent, Callco, their
               Affiliates or Subsidiaries) fail to take the necessary action at
               a meeting or other vote of holders of Exchangeable Shares to
               approve in accordance with Article 9 hereof or disapprove, as
               applicable, the change that is the subject matter of the Exempt
               Exchangeable Share Voting Event, in which case, the Automatic
               Redemption Date will be the date as the Board of Directors may
               determine to be reasonably practicable in such circumstances; or

          (iv) if at such time there is outstanding a proposed Parent Control
               Transaction, upon at least ten days' prior written notice to the
               registered holders of the Exchangeable Shares, in which case, the
               Board of Directors may accelerate the Automatic Redemption Date
               to the date of closing of such Parent Control Transaction, but at
               a time immediately before the time of the closing of such Parent
               Control Transaction.

"Board of Directors" means the board of directors of the Corporation and any
committee thereof acting within its authority.

"Business Day" means any day, other than a Saturday, a Sunday or a day when
banks are not generally open for business in Toronto, Ontario, Saint John, New
Brunswick or San Francisco, California.
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                                      -3-

"Callco" means 3055855 Nova Scotia Company, a corporation incorporated and
existing under the Nova Scotia Companies Act, and includes any successor
corporation.

"Call Rights" has the meaning provided in the Exchange and Support Agreement.

"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 noon spot exchange
     rate on the Business Day most recently preceding on such date, or, if no
     such noon spot exchange rate is reported by the Bank of Canada, such spot
     exchange rate on such date for such foreign currency expressed in Canadian
     dollars as may be deemed by the Board of Directors acting reasonably to be
     appropriate for such purpose.

"Common Shares" means the common shares in the capital of the Corporation and
any other securities into which such shares may be changed.

"Corporation" means 514713 N.B. Inc., a corporation incorporated and existing
under the Act, and includes any successor corporation.

"Current Market Price" means, in respect of a Parent Common Share on any date,
the average closing price per Parent Common Share over the period of 30
consecutive trading days ending five trading days before such date on the NASDAQ
National Market or, if Parent Common Shares are not then listed on the NASDAQ
National Market, on such other principal stock exchange or automated quotation
system on which Parent 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 there is no public distribution or trading activity of Parent
Common Shares during such period, then the Current Market Price of a Parent
Common Share shall be the fair market value of the Parent Common Share as
determined by the board of directors of Parent in good faith based upon the
advice of such qualified independent financial advisors as the board of
directors of Parent in good faith may deem to be appropriate, and provided
further that any such selection, opinion or determination by the board of
directors shall be conclusive and binding.

"Economic Equivalent" has the meaning provided in Section 3.2 hereof.

"Effective Date" means the date of first issue of the Exchangeable Shares.
<PAGE>

                                      -4-

"Exchange and Support Agreement" means that certain Exchange and Support
Agreement between Parent, Callco, the Corporation, and the holders of
Exchangeable Shares as of the Effective Date to be entered into
contemporaneously with the first issue of the Exchangeable Shares.

"Exchangeable Share Consideration" means, with respect to each Exchangeable
Share, for any acquisition of, or redemption of, or retraction of, or
distribution of assets of the Corporation in respect of, the Exchangeable Share
or purchase of the Exchangeable Share pursuant to the Exchange and Support
Agreement or hereunder, the aggregate of the following:

(a)  the Current Market Price of one Parent Common Share, such consideration to
     be fully paid, non-assessable, free and clear of any lien, claim or
     encumbrance and satisfied by the delivery of one Parent Common Share to be
     registered in the name of the Holder, as evidenced by a certificate
     representing the aggregate number of such Parent Common Shares; plus

(b)  unless the corresponding equivalent dividend has already been declared and
     paid on the Exchangeable Share, the amount of all cash dividends declared
     and unpaid by Parent on a Parent Common Share at the effective time of any
     such action, payable in U.S. dollars or the Canadian Dollar Equivalent by
     means of a cheque payable at any branch of the bankers of the payor; plus

(c)  unless the corresponding equivalent dividend has already been declared and
     paid on the Exchangeable Share, the amount of all declared and unpaid
     non-cash dividends or other distributions by Parent on a Parent Common
     Share at the effective time of any such action, payable by means of a
     cheque payable at any branch of the bankers of the payor in an amount equal
     to the fair market value of the property distributed on the effective date
     of the relevant action in U.S. dollars or the Canadian Dollar Equivalent
     or, at the option of the Board of Directors, payable by the delivery of
     such non-cash items;

provided that (i) any such Parent Common Share shall be duly issued as fully
paid and non-assessable, free and clear of any lien, hypothec, pledge, claim,
encumbrance, security interest or adverse claim or interest other than those
under applicable securities laws and (ii) such consideration shall be paid less
any amounts required to be deducted and withheld therefrom pursuant to Section
12.3 hereof, and all without interest. For greater certainty, in no event shall
a holder of Exchangeable Shares be entitled to receive or demand any
consideration for the acquisition of, or redemption of, or retraction of, or
distribution of the assets of the Corporation in respect of, any Exchangeable
Shares, whether pursuant to the Exchange and Support Agreement or hereunder,
other than Parent Common Shares and, if applicable, any of the amounts referred
to in paragraphs (b) and (c) above.

"Exchangeable Shares" means the non-voting exchangeable shares in the capital of
the Corporation having the rights, privileges, restrictions and conditions set
forth herein.
<PAGE>

                                      -5-

"Exchangeable Share Voting Event" means any matter in respect of which holders
of Exchangeable Shares are entitled to notice in accordance with applicable law
and vote as shareholders of the Corporation in order to approve or disapprove,
as applicable, a sale of all or substantially all of the assets of the
Corporation, other than an Exempt Exchangeable Share Voting Event.

"Exempt Exchangeable Share Voting Event" means any matter in respect of which
the holders of Exchangeable Shares are entitled to vote as shareholders of the
Corporation in respect of any change to or in the rights of the holders of
Exchangeable Shares, where the approval or disapproval, as applicable, of such
change would be required to maintain the economic and legal equivalence (except
as to voting) of the Exchangeable Shares and the Parent Common Shares.

"Holder" means a holder of Exchangeable Shares shown from time to time in the
register maintained by or on behalf of the Corporation in respect of the
Exchangeable Shares.

"Liquidation Amount" has the meaning provided in Section 5.1 hereof.

"Liquidation Call Right" has the meaning provided in the Exchange and Support
Agreement.

"Liquidation Date" has the meaning provided in Section 5.1 hereof.

"Parent" means Sun Microsystems, Inc., a Delaware corporation, and includes any
successor corporation.

"Parent Call Right" has the meaning provided in the Exchange and Support
Agreement.

"Parent Common Shares" means the shares of common stock in the capital of
Parent, par value US$0.00067 per share.

"Parent Control Transaction" shall be deemed to have occurred if:

(a)  any person, firm or corporation acquires, directly or indirectly, the
     Beneficial Ownership (as defined in Section 13(d) of the Securities
     Exchange Act of 1934, as amended) of any voting security of Parent and
     immediately after such acquisition, the acquirer has Beneficial Ownership
     of voting securities representing 50% or more of the total voting power of
     all the then outstanding voting securities of Parent;

(b)  the individuals who:

     (i) as of the Effective Date constitute the board of directors of Parent
         (the "Original Directors");
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                                      -6-

     (ii) thereafter are elected to the board of directors of Parent and whose
          election, or nomination for election, to such board of directors was
          approved by a vote of at least 2/3 of the Original Directors then
          still in office (such directors being called "Additional Original
          Directors", together with the Original Directors, the "Parent Board");
          or

    (iii) are elected to the Parent Board and whose election, or nomination for
          election, to the Parent Board was approved by a vote of at least 2/3
          of the Original Directors and Additional Original Directors then still
          in office,

     cease for any reason to constitute a majority of the members of the Parent
     Board;

(c)  the shareholders of Parent shall approve a merger, consolidation,
     recapitalization or reorganization of Parent, or, if shareholder approval
     is not sought or obtained, any such transaction shall be consummated, in
     either case other than any such transaction which would result in at least
     75% of the total voting power represented by the voting securities of the
     surviving entity outstanding immediately after such transaction being
     Beneficially Owned by holders of outstanding voting securities of Parent
     immediately prior to the transaction, with the voting power of each such
     continuing holder relative to such other continuing holders being not
     altered substantially in the transaction; or

(d)  the shareholders of Parent shall approve a plan of complete liquidation of
     Parent or an agreement for the sale or disposition by Parent of all or a
     substantial portion of Parent's assets (i.e., 50% or more in book value of
     the total assets of Parent).

"Parent Dividend Declaration Date" means the date on which the board of
directors of Parent declares any dividend on the Parent Common Shares.

"Redemption Call Purchase Price" has the meaning provided in the Exchange and
Support Agreement.

"Redemption Call Right" has the meaning provided in the Exchange and Support
Agreement.

"Redemption Price" has the meaning provided in Section 7.1 hereof.

"Retracted Shares" has the meaning provided in Section 6.1(a) hereof.

"Retraction Call Right" has the meaning provided in the Exchange and Support
Agreement.

"Retraction Date" has the meaning provided in Section 6.1(b) hereof.
<PAGE>

                                      -7-

     "Retraction Price" has the meaning provided in Section 6.1 hereof.

     "Retraction Request" has the meaning provided in Section 6.1 hereof.

     "Subsidiary", in relation to any person, means any body corporate,
     partnership, joint venture, association or other entity of which more than
     50% of the total voting power of shares or units of ownership or beneficial
     interest entitled to vote in the election of directors (or members of a
     comparable governing body) is owned or controlled, directly or indirectly,
     by such person.

     "Transfer" has the meaning provided in Section 12.4 hereof.


                                   Article 2
                         RANKING OF EXCHANGEABLE SHARES
                         ------------------------------

Section 2.1


     The Exchangeable Shares shall be entitled to a preference, as provided in
Article 5, over the Common Shares, the Preferred 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
                                   ---------

Section 3.1


(1)  A holder of an Exchangeable Share shall be entitled to receive, and the
     Board of Directors shall (subject to applicable law) declare, a dividend on
     each Exchangeable Share on each Parent Dividend Declaration Date (which
     shall be paid in accordance with Section 3.4):

     (a)  in the case of a cash dividend declared on the Parent Common Shares,
          in an amount in cash for each Exchangeable Share in US dollars, or the
          Canadian Dollar Equivalent thereof on the Parent Dividend Declaration
          Date, in each case, equal to the cash dividend declared on each Parent
          Common Share;

     (b)  in the case of a stock dividend declared on the Parent Common Shares
          to be paid in Parent Common Shares, by the issuance by the Corporation
          of such number of Exchangeable Shares for each Exchangeable Share as
          is equal to the number of Parent Common Shares to be paid on each
          Parent Common Share unless, in lieu of such stock dividend, Parent
          elects to effect a corresponding and contemporaneous subdivision of
          the outstanding Exchangeable Shares;
<PAGE>

                                      -8-

     (c)  in the case of a dividend declared on the Parent Common Shares in
          property other than cash or Parent Common Shares, in such type and
          amount of property for each Exchangeable Share as is the same as or
          the Economic Equivalent of the type and amount of property declared as
          a dividend on each Parent Common Share; or

     (d)  in the case of a dividend declared on the Parent Common Shares to be
          paid in securities of Parent other than Parent Common Shares, in such
          number of either such securities or economically and legally
          equivalent securities of the Corporation, as the Board of Directors
          determines, for each Exchangeable Share as is equal to the number of
          securities of Parent to be paid on each share or Parent Common Shares.

(2)  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. Any
     dividend which should have been declared on the Exchangeable Shares
     pursuant to this Section 3.1 but was not so declared due to the provisions
     of applicable law shall be declared and paid by the Corporation, as soon as
     payment of such dividend is permitted by such law.


Section 3.2

     The Board of Directors shall determine, in good faith and in its sole
discretion (with the assistance of such reputable and qualified independent
financial advisors and/or other experts as the Board of Directors may require)
what is the "Economic Equivalent" for the purposes these Exchangeable Share
provisions and each such determination shall be conclusive and binding. In
making 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:

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

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

         (iii) in the case of the issuance or distribution of any other form of
               property (including without limitation any shares or securities
               of Parent of any class other than Parent Common Shares, any
               rights, options or warrants other than those referred to in
               Section 3.2(ii), any evidences of indebtedness of Parent or any
               assets of Parent), the
<PAGE>

                                      -9-

               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 Parent Common Share and the Current Market Price of a
               Parent Common Share; and

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

Section 3.3

     Cheques of the Corporation payable at any branch of the bankers of the
Corporation shall be issued in respect of any cash dividends contemplated by
Section 3.1(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(1)(b) or (d) hereof
and the sending of such a certificate to each holder of an Exchangeable Share
shall satisfy the stock dividend represented thereby or dividend payable in
other securities represented thereby. Such other type and amount of property in
respect of any dividends contemplated by Section 3.1(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.

Section 3.4

     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 Parent Common Shares.

Section 3.5

     Except as provided in this Article 3, the holders of Exchangeable Shares
shall not be entitled to receive any other or further dividends in respect
thereof.
<PAGE>

                                     -10-

                                   Article 4
                             CERTAIN RESTRICTIONS
                             --------------------

Section 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 9.2 of these
Exchangeable Share Provisions:

     (a)  amend the constating documents of the Corporation in a manner which
          would prejudicially or adversely affect the holders of Exchangeable
          Shares in any respect; or

     (b)  initiate the voluntary liquidation, dissolution or winding-up of the
          Corporation nor take any action or omit to take any action that is
          designed to result in the liquidation, dissolution or winding-up of
          the Corporation; or

     (c)  issue any further Exchangeable Shares to or any other shares or
          securities of the Corporation ranking equally with, or superior to,
          the Exchangeable Shares, any person, other than Exchangeable Shares
          issued as dividends pursuant to Section 3.1 hereof or as contemplated
          by the Exchange and Support Agreement.

Section 4.2

     So long as any of the Exchangeable Shares are outstanding and any dividends
required to have been declared and paid on the outstanding Exchangeable Shares
pursuant to Article 3 have not been declared and paid in full, 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 9.2 of these
Exchangeable Share Provisions:

     (a)  pay any dividends on the Common Shares, or any other shares ranking
          junior to the Exchangeable Shares other than share dividends payable
          in any such other shares ranking junior to the Exchangeable Shares;

     (b)  redeem, retract or purchase or make any capital distribution in
          respect of Common Shares or any other shares ranking junior to the
          Exchangeable Shares with respect to the payment of dividends or on any
          liquidation distribution;

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

     (d)  issue any Exchangeable Shares or any shares of the Corporation ranking
          equally with, or superior to, the Exchangeable Shares other than by
          way of stock dividends to the holders of Exchangeable Shares or for
          purposes of
<PAGE>

                                     -11-

          implementing the required Economic Equivalent in respect of
          Exchangeable Shares as provided in Section 10.1 hereof.


                                   Article 5
                          DISTRIBUTION ON LIQUIDATION
                          ---------------------------

Section 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 and the Liquidation Call
Right, to receive from the assets of the Corporation in respect of each
Exchangeable Share held by such Holder on the effective date of such
liquidation, dissolution or winding-up (the "Liquidation Date"), before any
distribution of any part of the assets of the Corporation to the holders of the
Common Shares or any other shares ranking junior to the Exchangeable Shares, an
amount equal to the Exchangeable Share Consideration applicable on the last
Business Day prior to the Liquidation Date (the "Liquidation Amount"), which as
set forth in Section 5.2 shall, subject to the exercise by Callco of the
Liquidation Call Right, be fully paid and satisfied by the delivery by or on
behalf of the Corporation of the Exchangeable Share Consideration representing
such Holder's total Liquidation Amount.

Section 5.2

     On or promptly after the Liquidation Date, and subject to the exercise by
Callco of the Liquidation Call Right, the Corporation shall cause to be
delivered to the holders of the Exchangeable Shares the Exchangeable Share
Consideration representing 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 Act and the
constating documents of the Corporation and such additional documents and
instruments as the Corporation may reasonably require, at the principal
executive offices of the Corporation or at such other reasonable place as may be
specified by the Board of Directors by notice to the holders of Exchangeable
Shares. The Exchangeable Share Consideration representing the total Liquidation
Amount for such Exchangeable Shares shall be delivered to each Holder, at the
Corporation's expense, at the address of the Holder recorded in the securities
register of the Corporation for the Exchangeable Shares, or, if requested by the
Holder, by holding for pick-up by the Holder at the place of delivery.

     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 share of the Exchangeable Share
Consideration representing the total Liquidation Amount, unless payment of the
Exchangeable Share Consideration representing the total 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
<PAGE>

                                     -12-

the Holders shall remain unaffected until the Exchangeable Share Consideration
representing 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 the Exchangeable Share
Consideration representing the total Liquidation Amount in respect of the
Exchangeable Shares represented by certificates that have not at the Liquidation
Date been surrendered by the Holders thereof in a custodial account or for
safekeeping, in the case of non-cash items, with any chartered bank or trust
company in Canada. Upon such deposit being made, the rights of the holders of
Exchangeable Shares shall be limited to receiving their proportionate share of
the Exchangeable Share Consideration representing the total Liquidation Amount
so deposited for such Exchangeable Shares, against presentation and surrender of
such certificates held by them, respectively, in accordance with the foregoing
provisions. Upon such payment or deposit of such Exchangeable Share
Consideration, the holders of the Exchangeable Shares shall thereafter be
considered and deemed for all purposes to be the holders of the Parent Common
Shares delivered to them or the custodian on their behalf.

Section 5.3

     After the Corporation has satisfied its obligations to pay the holders of
the Exchangeable Shares the Exchangeable Share Consideration representing the
Liquidation Amount per Exchangeable Share, such Holders shall not be entitled to
share in any further distribution of the assets of the Corporation.

     Notwithstanding the foregoing, until such payment or deposit of such
Exchangeable Share Consideration, the Holder shall be deemed to still be a
holder of Exchangeable Shares for purposes of all voting rights provided by law
with respect thereto. Such rights shall remain unaffected until any cheque(s)
received by Holder have cleared upon due presentation by Holder.

                                   Article 6
                  RETRACTION OF EXCHANGEABLE SHARES BY HOLDER
                  -------------------------------------------

Section 6.1


     A holder of Exchangeable Shares shall be entitled at any time, subject to
the exercise by Callco of the Retraction Call Right and applicable law, 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 in tranches of [oNtd: The number to be inserted will equal
10% of the total number of Exchangeable Shares to be issued at Closing]
Exchangeable Shares or integral multiples thereof (or the balance of the
Exchangeable Shares then held by such Holder, if such balance is less than
[oNtd: The number to be inserted will equal 10% of the total number of
Exchangeable Shares to be issued at Closing] Exchangeable Shares) for an amount
equal to the Exchangeable Share Consideration applicable on the last Business
Day prior to the Retraction Date (the "Retraction Price"), which as set forth in
Section 6.3 shall, subject to the exercise by Callco of the Retraction Call
Right, be fully paid and satisfied by the delivery by or on behalf of the
<PAGE>

                                     -13-

Corporation of the Exchangeable Share Consideration representing such Holder's
total Retraction Price. To effect such redemption, the Holder shall present and
surrender at the principal executive offices of the Corporation or at such other
reasonable place as may be specified by the Board of Directors by notice to the
holders of Exchangeable Shares, the 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 Act and the constating documents of the
Corporation and such additional documents and instruments as the Corporation may
reasonably require, and together with a duly executed statement (the "Retraction
Request") in the form of Exhibit "A" hereto or in such other form as may be
                         -----------
acceptable to the Corporation:

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

     (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 20 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 20th Business Day (or, if such day is not a Business Day,
          the first Business Day thereafter) after the date on which the
          Retraction Request is received by the Corporation; and

     (c)  acknowledging the Retraction Call Right of Callco in the Exchange and
          Support Agreement to purchase all but not less than all of 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 in accordance with the Exchange and Support
          Agreement.

Section 6.2

     Subject to the exercise by Callco of the Retraction Call Right, upon
receipt by the Corporation in the manner specified in Section 6.1 hereof of a
certificate or certificates representing the number of Exchangeable Shares which
the Holder desires to have the Corporation redeem, together with a Retraction
Request, and provided that the Retraction Request is not revoked by the Holder
in the manner specified in Section 6.6 hereof, the Corporation shall redeem the
Retracted Shares effective at the close of business on the Retraction Date and
shall cause to be delivered to such holder the Exchangeable Share Consideration
representing the total Retraction Price with respect to such shares in
accordance with Section 6.3 hereof. If not all of the Exchangeable Shares
represented by any certificate are redeemed, a new certificate for the balance
of such Exchangeable Shares shall be issued to the Holder at the expense of the
Corporation.
<PAGE>

                                     -14-

Section 6.3

     The Corporation shall deliver or cause to be delivered, the Exchangeable
Share Consideration representing the total Retraction Price 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 if request by the Holder by holding for pick-up
by the Holder at the principal executive offices of the Corporation or at such
other reasonable place as may be specified by the Board of Directors by notice
to the holders of Exchangeable Shares, and such delivery of such Exchangeable
Share Consideration to the Holder shall be deemed to be payment of and shall
satisfy and discharge all liability for the total Retraction Price to the extent
that the same is represented by such share certificates and cheques, except as
to any cheque included therein which is not paid upon due presentation (less any
tax deducted and withheld therefrom and remitted to the proper tax authority).

Section 6.4

     After the close of business on the Retraction Date, the holder of the
Retracted Shares shall not be entitled to exercise any of the rights of a holder
in respect thereof, other than the right to receive his proportionate share of
the Exchangeable Share Consideration representing the total Retraction Price,
unless upon presentation and surrender of certificates in accordance with the
foregoing provisions, payment of the Exchangeable Share Consideration
representing the total Retraction Price shall not be made, in which case the
rights of such Holder shall remain unaffected until the Exchangeable Share
Consideration representing the total Retraction Price has been paid in the
manner hereinbefore provided. After the close of business on the Retraction
Date, provided that presentation and surrender of certificates and payment of
the total Retraction Price has been made in accordance with the foregoing
provisions, the holder of the Retracted Shares so redeemed by the Corporation
shall thereafter be considered and deemed for all purposes to be a holder of the
Parent Common Shares delivered to it. Notwithstanding the foregoing, until
payment of such Exchangeable Share Consideration to the Holder, the Holder shall
be deemed to still be a holder of Exchangeable Shares for purposes of all voting
rights provided by law with respect thereto. Such rights shall remain unaffected
until any cheque(s) received by Holder have cleared upon due presentation by
Holder.

Section 6.5

     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 liquidity or 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 Callco 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
<PAGE>

                                     -15-

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 liquidity or 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 6.6 hereof, the
Holder of any such Retracted Shares not redeemed by the Corporation pursuant to
Section 6.2 of these Exchangeable Share Provisions as a result of liquidity or
solvency requirements or applicable law shall be deemed by giving the Retraction
Request to require Parent or Callco to purchase such Retracted Shares from such
Holder on the Retraction Date or as soon as practicable thereafter on payment by
Parent or Callco to such holder of the Exchangeable Share Consideration
representing the Retraction Price for each such Retracted Share, all as more
specifically provided in the Exchange and Support Agreement.

Section 6.6

     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 Callco shall be deemed to have been revoked.


                                   Article 7
             REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION
             ----------------------------------------------------

Section 7.1

     Subject to applicable law, and if Callco does not exercise the Redemption
Call Right, the Corporation shall on the Automatic Redemption Date redeem the
whole of the then-outstanding Exchangeable Shares for an amount for each
Exchangeable Share equal to the Exchangeable Share Consideration applicable on
the last Business Day prior to the Automatic Redemption Date (the "Redemption
Price"), which as set forth in Section 7.3 shall, subject to the exercise by
Callco of the Redemption Call Right, be fully paid and satisfied by the delivery
by or on behalf of the Corporation of the Exchangeable Share Consideration
representing the total Redemption Price.

Section 7.2

     In any case of a redemption of Exchangeable Shares under this Article 7,
the Corporation shall, at least ten days before the Automatic Redemption Date or
before a possible Automatic Redemption Date which may result from a failure of
the holders of Exchangeable Shares to take necessary action as described in
clause (iii) of the definition of
<PAGE>

                                     -16-

Automatic Redemption Date, 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 Callco under the Redemption Call Right, as the case may be, of
the Exchangeable Shares held by such Holder. Such notice shall set out the
formula for determining the Redemption Price or the Redemption Call Purchase
Price, as the case may be, the Automatic Redemption Date and, if applicable,
particulars of the Redemption Call Right.

     In the case of any notice given in connection with a possible Automatic
Redemption Date, such notice will be given contingently and will be withdrawn if
the contingency does not occur.

Section 7.3

     On or after the Automatic Redemption Date and subject to the exercise by
Callco of the Redemption Call Right, the Corporation shall cause to be
delivered, at the Corporation's expense to the holders of the Exchangeable
Shares to be redeemed the Exchangeable Share Consideration representing the
Redemption Price for each such Exchangeable Share upon presentation and
surrender at the principal executive offices of the Corporation or at such other
reasonable place as may be specified by the Board of Directors by notice to the
holders of Exchangeable Shares, 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 Act and the
constating documents of the Corporation and such additional documents and
instruments as the Corporation may reasonably require. The Exchangeable Share
Consideration representing the total Redemption Price for such Exchangeable
Shares shall be delivered to each Holder at the address of the Holder recorded
in the securities register or, if requested by the Holder, by holding for
pick-up by the Holder at the principal executive offices of the Corporation or
at such other reasonable place as may be specified by the Board of Directors by
notice to the holders of Exchangeable Shares.

     On and after the Automatic 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 share of
the Exchangeable Share Consideration representing the total Redemption Price,
unless payment of the Exchangeable Share Consideration representing the total
Redemption Price 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 Exchangeable Share Consideration representing the total Redemption
Price has 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 set forth above, to deposit or cause to be
deposited the Exchangeable Share Consideration with respect to the Exchangeable
Shares so called for redemption, or of such of the Exchangeable Shares
represented by certificates that have not at the date of such deposit been
surrendered by the Holders thereof in connection with such redemption, in a
custodial account or for safe keeping, in the case of non-cash items, with any
chartered bank or trust company in Canada named in such notice. Upon the later
of such deposit being made and the Automatic Redemption Date, the Exchangeable
Shares in respect whereof such deposit shall have been
<PAGE>

                                     -17-

made shall be redeemed and the rights of the Holders thereof after such deposit
or Automatic Redemption Date, as the case may be, shall be limited to receiving
their proportionate share of the Exchangeable Share Consideration representing
the total Redemption Price so deposited for such Exchangeable Shares, against
presentation and surrender of such certificates held by them, respectively, in
accordance with the foregoing provisions. Upon such payment or deposit of such
Exchangeable Share Consideration, the holders of the Exchangeable Shares shall
thereafter be considered and deemed for all purposes to be holders of the Parent
Common Shares delivered to them or the custodian on their behalf.

     Notwithstanding the foregoing, until such payment or deposit of such
Exchangeable Share Consideration is made, the holder of Exchangeable Shares for
the purposes of voting rights with respect thereto. Such rights shall remain
unaffected until any cheque(s) received by Holder have cleared upon presentation
by Holder.

                                   Article 8
                                 VOTING RIGHTS
                                 -------------

Section 8.1

     Except as required by applicable law and the provisions 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 or to vote by written consent on any matter.

                                   Article 9
                            AMENDMENT AND APPROVAL
                            ----------------------

Section 9.1

     The rights, privileges, restrictions and conditions attaching to the
Exchangeable Shares may be added to, changed or removed, only with the approval
of the holders of the Exchangeable Shares, voting separately as a class, given
as hereinafter specified in addition to the approval of the holders of shares of
the Corporation to which are attached the right to vote.

Section 9.2

     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, provided,
however, that such approval must be evidenced by a resolution passed by not less
than 66 2/3% (excluding Exchangeable Shares beneficially owned by Parent,
Callco, their Affiliates or Subsidiaries) of the votes cast on such resolution
by persons represented in person or by proxy or such other authorized person at
a meeting
<PAGE>

                                     -18-

of holders of Exchangeable Shares duly called and held at which the holders of
at least 50% of the Exchangeable Shares outstanding at that time are present or
represented by proxy or such other authorized person (excluding Exchangeable
Shares beneficially owned by Parent, Callco, their Affiliates or Subsidiaries)
or by a written resolution signed by the holders of the then-outstanding
Exchangeable Shares (excluding Exchangeable Shares beneficially owned by Parent,
Callco, their Affiliates or Subsidiaries). If at any such meeting the holders of
at least 50% of the Exchangeable Shares outstanding at that time are not present
or represented by proxy or such other authorized person within one-half hour
after the time appointed for such meeting, then the meeting shall be adjourned
to such date not less than ten 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 or such other
authorized person 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 66 2/3% of the votes cast on such resolution by persons represented in
person or by proxy or such other authorized person at such meeting (excluding
Exchangeable Shares beneficially owned by Parent, Callco, their Affiliates or
Subsidiaries) shall constitute the approval or consent of the holders of the
Exchangeable Shares. For the purposes of this Section, any spoiled votes,
illegible votes, defective votes and abstinences shall be deemed to be votes not
cast.

                                  Article 10
          RECIPROCAL CHANGES, etc. IN RESPECT OF PARENT COMMON SHARES
          -----------------------------------------------------------

Section 10.1

     (a)  In the event Parent takes any of the following actions:

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

          (ii) issues or distributes rights, options or warrants to the holders
               of all or substantially all of the then-outstanding Parent Common
               Shares entitling them to subscribe for or to purchase Parent
               Common Shares (or securities exchangeable for or convertible into
               or carrying rights to acquire Parent Common Shares); or
<PAGE>

                                     -19-

         (iii) issues or distributes to the holders of all or substantially all
               of the then-outstanding Parent Common Shares, (a) shares or
               securities of Parent of any class other than Parent Common Shares
               (other than shares convertible into or exchangeable for or
               carrying rights to acquire Parent Common Shares), (b) rights,
               options or warrants other than those referred to in Subsection
               10.1(a) (ii) above, (c) evidences of indebtedness of Parent or
               (d) assets of Parent,

          the Corporation will ensure that the Economic Equivalent on a per
          share basis of such rights, options, securities, shares, evidence of
          indebtedness or other assets shall be issued or distributed, in
          accordance with applicable law simultaneously to holders of the
          Exchangeable Shares.

     (b)  In the event Parent takes any of the following actions:

          (i)  subdivides, redivides or changes the then-outstanding Parent
               Common Shares into a greater number of Parent Common Shares; or

          (ii) reduces, combines, consolidates or changes the then-outstanding
               Parent Common Shares into a lesser number of Parent Common
               Shares; or

         (iii) reclassifies or otherwise changes any of the terms and
               conditions of the Parent Common Shares, or effects an
               amalgamation, merger, reorganization or other transaction
               affecting Parent Common Shares,

          the Corporation will provide at least 7 days prior written notice
          thereof to the holders of Exchangeable Shares and take all steps
          necessary to ensure that the same or an Economically Equivalent change
          shall simultaneously be made to, or in the rights of the holders of,
          the Exchangeable Shares; and

     (c)  the Corporation agrees that, to the extent required, upon due notice
          from Parent, it will use its best efforts to take or cause to be taken
          such steps as may be necessary for the purposes of ensuring that
          appropriate dividends are paid or other distributions are made by the
          Corporation, or subdivisions, redivisions or changes are made to the
          Exchangeable Shares, in order to implement the required Economic
          Equivalent with respect to the Parent Common Shares and Exchangeable
          Shares as provided for in this Section including, if necessary,
          submitting same to holders of Exchangeable Shares for their approval
          in the manner provided in Article 9 hereof; and

     (d)  Notwithstanding any other provision in these Exchangeable Share
          Provisions, this Article 10 shall not be amended or changed without
          the approval of the holders of Exchangeable Shares in accordance with
          Article 9 herein.
<PAGE>

                                     -20-

                                  Article 11
                       ACTIONS BY THE CORPORATION UNDER
                        EXCHANGE AND SUPPORT AGREEMENT
                        ------------------------------

Section 11.1

     The Corporation will take all actions and do all such things as shall be
necessary or advisable, and will take all reasonable efforts to perform and
comply with and to ensure performance and compliance by Parent and Callco with
all provisions of the Exchange and Support Agreement applicable to Parent,
Callco 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 and the holders of the Exchangeable Shares
all rights and benefits in favour of the Corporation and the holders of the
Exchangeable Shares under or pursuant thereto.

Section 11.2

     The Corporation will not propose, agree to or otherwise give effect to any
amendment to, or waiver or forgiveness of its obligations under, the Exchange
and Support Agreement without the approval of the holders of the Exchangeable
Shares given in accordance with Section 9.2 of these Exchangeable Share
Provisions other than such amendments, waivers and/or forgiveness as may be
necessary or advisable for the purpose of:

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

     (b)  making such provisions or modifications not inconsistent with the
          spirit and intent of 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, after consultation with
          counsel, it may be expedient to make, provided that such provisions
          and modifications will not be prejudicial or adverse to the interests
          of the holders of 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 defect 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 or adverse to
          the interests of the holders of the Exchangeable Shares.
<PAGE>

                                     -21-

                                  Article 12
                              LEGEND; CALL RIGHTS
                              -------------------

Section 12.1

     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 Call Rights and all other rights of the holders
of Exchangeable Shares pursuant to the Exchange and Support Agreement.

Section 12.2

     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 Call Rights in favour of Callco or its assignee (as provided in the
Exchange and Support Agreement) 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 Callco or its assignee (as provided in the Exchange
and Support Agreement) as therein provided.

Section 12.3

     The Corporation, Callco and Parent, as the case may be, shall be entitled
to deduct and withhold from any dividend or consideration otherwise payable to
any holder of Exchangeable Shares such amounts as the Corporation, Callco or
Parent, as the case may be, is required to deduct and withhold with respect to
such payment under the Income Tax Act (Canada), the United States tax laws or
any other relevant provisions of provincial, state, local or foreign tax laws,
in each case, as amended. To the extent that amounts are so withheld, such
withheld amounts shall be treated for all purposes hereof as having been paid to
such holder of the Exchangeable Shares in respect of which such deduction and
withholding was made, provided that such withheld amounts are actually remitted
to the appropriate tax authority. To the extent that such amount so required to
be deducted or withheld from any payment to a Holder exceeds the cash portion of
the consideration otherwise payable to the Holder, the Corporation, Parent or
Callco, as the case may be, shall promptly notify the Holder and unless such
Holder remits the difference in cash to the Corporation, Parent or Callco, as
the case may be, before the tax amount is required to be remitted to the tax
authority, then the Corporation, Parent or Callco, as the case may be, may sell
or otherwise dispose of such portion of the consideration (including, without
limitation, any of the Parent Common Shares) as is necessary to provide
sufficient funds to the Corporation, Parent or Callco, as the case may be, to
enable it to comply with such deduction or withholding requirement and the
Corporation, Parent or Callco, as the case may be, shall give an accounting to
the Holder with respect thereto and shall pay over to such Holder and remit any
unapplied balance of the net proceeds of such sale that was not remitted to such
tax authority in satisfaction of a deducting or withholding requirement.

     In order to assist the Corporation, Parent and Callco, as the case may be,
in complying with any such deduction and withholding requirement, the relevant
Holder
<PAGE>

                                     -22-

shall, to the extent applicable, deliver to the Corporation, Parent or Callco,
as the case may be, (i) if such Holder is an individual, trust or corporation, a
declaration sworn by the individual, a trustee or a director, as the case may
be, before a notary or commissioner for oaths to the effect that such Holder is
not, and will not be, on the date of payment, a non-resident of Canada for the
purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership,
a declaration sworn by a general partner before a notary or commissioner for
oaths to the effect that such Holder is a Canadian partnership, as defined in
the Income Tax Act (Canada).

Section 12.4

     A Holder may not Transfer any Exchangeable Shares (or any other securities
of the Corporation received on account of the Holder's ownership of Exchangeable
Shares) unless such Transfer is (i) a Transfer of Exchangeable Shares by such
Holder for the Exchangeable Share Consideration pursuant to the terms hereof or
the Exchange and Support Agreement, (ii) is a Transfer approved by the Board of
Directors, which approval may be withheld for any reason or (iii) a Transfer as
a consequence of the death of the Holder. As used above, the term "Transfer"
includes the making of any sale, exchange, assignment, hypothecation, gift,
security interest, pledge or other encumbrance, or any contract therefor, any
voting trust or other agreement or arrangement with respect to the transfer of
voting rights or any other beneficial interest in such securities, the creation
of any other claim thereto or any other transfer or disposition whatsoever,
whether voluntary or involuntary, affecting the right, title, interest or
possession in or to such securities.


                                  Article 13
                                 MISCELLANEOUS
                                 -------------

Section 13.1

     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 delivery to the
principal executive offices of the Corporation or at such other reasonable place
as may be specified by the Board of Directors by notice to the holders of
Exchangeable Shares, and addressed to the attention of the President. Any such
notice, request or other communication, if given by mail, telecopy, facsimile or
delivery, shall only be deemed to have been given and received upon actual
receipt thereof by the Corporation.

Section 13.2

     Any presentation and surrender by a holder of Exchangeable Shares to the
Corporation of certificates representing Exchangeable Shares in connection with
the liquidation, dissolution or winding-up of the Corporation or the retraction
or redemption of Exchangeable Shares shall be made by registered mail (postage
prepaid) or by delivery to the principal executive offices of the Corporation or
at such other reasonable place as may be specified by the Board of Directors by
notice to the holders of Exchangeable Shares, in
<PAGE>

                                     -23-

each case addressed to the attention of the President of the Corporation. Any
such presentation and surrender of certificates shall only be deemed to have
been made and to be effective upon actual receipt thereof by the Corporation, as
the case may be, and the method of any such presentation and surrender of
certificates shall be at the sole risk of the Holder, mailing the same.

Section 13.3

         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 telecopy
or 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 or telecopy, shall only be
deemed to have been given and received on the second 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 or intended to be taken by the Corporation.

Section 13.4

         For greater certainty, the Corporation shall not be required for any
purpose under these Exchangeable Share Provisions to recognize or take account
of persons who are not so recorded in such securities register.

Section 13.5

         All Exchangeable Shares acquired by the Corporation upon the redemption
or retraction thereof shall be cancelled.

Section 13.6

         Subject to Section 13.5 above, immediately upon the issuance and
delivery to a holder of Exchangeable Shares at any time and from time to time of
Parent Common Shares and the other Exchangeable Share Consideration (if any)
pursuant to any Call Right, or any Insolvency Exchange Right or Automatic
Exchange Right (as such terms are defined in the Exchange and Support
Agreement), the Exchangeable Shares which are acquired pursuant to such right
shall be automatically converted into Common Shares of the Corporation on a
one-for-one basis and the holder thereof shall be entitled to a certificate or
certificates upon demand representing the Common Shares resulting from such
conversion. All Common Shares issued by the Corporation in respect of any
conversion of issued and fully paid Exchangeable Shares shall be deemed to be
fully paid and non-assessable.
<PAGE>

                                  EXHIBIT "A"
                                  -----------

                              RETRACTION REQUEST
                              ------------------

TO:             514713 N.B. Inc.  (the "Corporation")
AND TO:         3055855 Nova Scotia Company ("Callco")
AND TO:         Sun Microsystems, Inc. ("Parent")


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

         The undersigned hereby notifies the Corporation that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Corporation redeem in accordance with Article 6 of the Exchangeable Share
Provisions:

 |_| all share(s) represented by this certificate; or

 |_|                      share(s) only.
     --------------------
The undersigned hereby notifies the Corporation 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 20 Business Days after the date upon which
         this notice is received by the Corporation. In the event that no such
         Business Day is correctly specified above, the Retraction Date shall be
         deemed to be the 20th Business Day (or, if such day is not a Business
         Day, the first Business Day thereafter) after the date on which this
         notice is received by the Corporation.

         The undersigned acknowledges the overriding Retraction Call Right of
Callco to purchase all but not less than all the Retracted Shares from the
undersigned and that this request is and shall be deemed to be a revocable offer
by the undersigned to sell the Retracted Shares to Callco in accordance with the
Retraction Call Right on the Retraction Date for the price and on the other
terms and conditions set out in the Exchange and Support Agreement and in the
Exchangeable Share Provisions. If Callco determines not to exercise the
Retraction Call Right, the Corporation will notify the undersigned of such fact
as soon as possible. This notice of retraction, and this offer to sell the
Retracted Shares to Callco, may be revoked and withdrawn by the undersigned by
notice in writing given to the Corporation 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 liquidity or
solvency provisions of applicable law, the Corporation is unable to redeem all
Retracted Shares, the undersigned will be deemed to have exercised the
Insolvency Exchange Right (as defined in the
<PAGE>

                                      -2-

Exchange and Support Agreement) so as to require Callco to purchase the
unredeemed Retracted Shares.

         The undersigned represents and warrants to the Corporation and Callco
that the undersigned:

         |_|  is

         |_|  is not

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 from amounts payable to the undersigned from net proceeds of
sale or Parent Common Shares deliverable on the redemption or purchase of the
Retracted Shares.

         The undersigned hereby represents and warrants to the Corporation and
Callco that the undersigned has good title to, and owns, the share(s)
represented by this certificate to be acquired by the Corporation or Callco, as
the case may be, free and clear of all liens, hypothecs, pledges, claims,
encumbrances, security interests and adverse claims or interests except pursuant
to the Exchange and Support Agreement or the Exchangeable Share Provisions.

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



|_|      Please check box if the securities and any cheque(s) or other non-cash
         assets resulting from the retraction of the Retracted Shares are to be
         held for pick-up by the shareholder at the principal executive offices
         of the Corporation or at such other reasonable place as may be
         specified by the Board of Directors by notice to the holders of
         Exchangeable Shares, failing which the securities and any cheque(s) or
         other non-cash assets will be delivered to the shareholder, at the
         Corporation's expense in accordance with the Exchangeable Share
         Provisions.

NOTE:    This panel must be completed and the accompanying share certificate(s),
         together with such additional documents as the Corporation may
         reasonably require, must be deposited with the Corporation at its
         principal executive offices or at such other reasonable place as may be
         specified by the Board of Directors by notice to the holders of
         Exchangeable Shares. The securities and any cheque(s) or other non-cash
         assets resulting from the retraction or purchase of the Retracted
         Shares will be issued and registered in, and made payable to, or
         transferred into, respectively, the name of the shareholder as it
         appears on the register of the Corporation and the securities,
         cheque(s) and other non-cash assets resulting from such retraction or
         purchase will be delivered to the shareholder in accordance with the
         Exchangeable Share Provisions.
<PAGE>

                                      -3-

------------------------------
Date

Name of person in whose name securities or cheque(s) or other non-cash assets
are to be registered, issued or delivered
(PLEASE PRINT)


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------------------------------
Street Address or P.O. Box


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City, Province and Postal Code


------------------------------
Signature of Shareholder


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Signature guaranteed by

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