<PAGE>


                                                                    EXHIBIT 4.29


           THIS ARRANGEMENT AGREEMENT dated the 17th day of May, 2002,

BETWEEN:

                  TRIMBLE RESOURCES CORPORATION, a corporation
                  -----------------------------
                  organized under the laws of Canada

                  (the "Corporation")

AND:

                  MFC BANCORP LTD., a corporation organized under the laws
                  ----------------
                  of the Yukon Territory, Canada

                  ("MFC")

WHEREAS the Corporation and MFC intend to carry out certain transactions
contemplated in this Agreement by way of an arrangement between the Corporation
and its shareholders under the provisions of the Canada Business Corporations
Act pursuant to the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the respective covenants and agreements herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto, the parties hereto covenant and
agree as follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS
         -----------

         In this Arrangement Agreement, including the recitals and the schedules
hereto, unless there is something in the subject matter or context inconsistent
therewith, the following words and terms shall have the following meanings:

(a)  "ARRANGEMENT" means the arrangement pursuant to the provisions of Section
     192 of the CBCA to be undertaken on the terms and conditions set forth in
     the Plan of Arrangement and any amendment or variation thereto made in
     accordance with Section 6 thereof;

(b)  "ARRANGEMENT AGREEMENT" or "AGREEMENT" means this agreement, including the
     schedules hereto, between the Corporation and MFC, as the same may be
     supplemented or amended from time to time;

(c)  "ARRANGEMENT RESOLUTION" means the special resolution approving the
     Arrangement and the transactions contemplated thereunder, to be approved at
     the Meeting by Trimble Shareholders;


                                       1

<PAGE>

(d)  "BUSINESS DAY" means any day other than a Saturday, Sunday, a federal
     holiday in Canada or a day on which banks are not open for business in
     Vancouver, British Columbia;

(e)  "CAPITAL REDUCTION" means the reduction of the capital stock, equity
     component of convertible debentures and deficit accounts as maintained by
     the Corporation;

(f)  "CAPITAL REDUCTION RESOLUTION" means the special resolution to be presented
     to the Trimble Shareholders at the Meeting to approve the Capital
     Reduction;

(g)  "CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44,
     and the regulations made under that enactment, as amended;

(h)  "CHARTER DOCUMENTS" means the articles and by-laws or other constating
     documents of a corporation;

(i)  "CIRCULAR" means the management proxy circular of the Corporation to be
     sent to Trimble Shareholders in connection with the Meeting on or before
     May 28, 2002, which shall include the Valuation and Fairness Opinion and be
     substantially in the form as provided for in the Interim Order;

(j)  "CORPORATION" means Trimble Resources Corporation, a corporation continued
     pursuant to the laws of Canada;

(k)  "COURT" means the Supreme Court of British Columbia;

(l)  "DIRECTOR" means the Director appointed pursuant to section 260 of the
     CBCA;

(m)  "EFFECTIVE DATE" means the date on which the Final Order together with the
     Plan of Arrangement, and such other documents as are required to be filed
     under the CBCA to give effect to the Arrangement, have been accepted for
     filing by the Director under the CBCA giving effect to the Arrangement;

(n)  "FINAL ORDER" means the order of the Court approving the Arrangement;

(o)  "GAAP" means generally accepted accounting principles in effect in Canada,
     including the accounting recommendations published in the Handbook of the
     Canadian Institute of Chartered Accountants;

(p)  "INTERIM ORDER" means an order of the Court providing for, among other
     things, the calling and holding of the Meeting, as the same may be amended,
     supplemented or varied by the Court;

(q)  "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means, when used in
     connection with the Corporation or MFC, any change (including a decision to
     implement a change



                                       2
<PAGE>


     made by the directors or senior management of the Corporation or MFC or any
     of their respective subsidiaries), effect, event, occurrence or change in
     state of facts that is, or would reasonably be expected to be, material and
     adverse to the business, operations, financial condition or results,
     assets, rights, liabilities or prospects of the Corporation or MFC and
     their respective subsidiaries taken as a whole, on a consolidated basis,
     other than any change, effect, event, occurrence or change in state of
     facts arising from the Arrangement and all transactions related to the
     Arrangement or contemplated by the Arrangement Agreement or relating to:
     (1) the economies of British Columbia, Canada or the United States or
     securities markets in general; (2) the oil and gas or financial services
     industries in general, and not specifically relating to MFC and its
     subsidiaries or the Corporation and its subsidiaries, respectively; or (3)
     GAAP;

(r)  "MEETING" means the special meeting of Trimble Shareholders, and any
     adjournment thereof, to be held to consider and, if deemed advisable,
     approve the Arrangement;

(s)  "MFC" means MFC Bancorp Ltd., a corporation organized under the laws of the
     Yukon Territory, Canada;

(t)  "MFC DISCLOSURE DOCUMENTS" means MFC's annual report on Form 20-F for the
     year ended December 31, 2001 including MFC's audited consolidated financial
     statements for the year ended December 31, 2001, MFC's management
     information circular dated May 10, 2001;

(u)  "MFC SHARES" means the outstanding common shares without par value in the
     capital of MFC to be issued pursuant to the Plan of Arrangement;

(v)  "NASDAQ" means the National Association of Securities Dealers Automated
     Quotation System;

(w)  "NOTICE OF DISSENT" means a notice given in respect of the dissent rights
     of Trimble Shareholders as contemplated in the Interim Order and as
     described in the Plan;

(x)  "PERSON" means an individual, a body corporate (wherever incorporated), an
     unincorporated association, syndicate or organization, partnership, trust,
     trustee, executor, administrator or other legal representative;

(y)  "PLAN OF ARRANGEMENT" or "PLAN" means the Plan of Arrangement attached as
     Schedule "A" hereto;

(z)  "TERMINATION DATE" has the meaning ascribed to such term in Section 6.5
     hereof;

(aa) "TRIMBLE DISCLOSURE DOCUMENTS" means the Corporation's audited consolidated
     financial statements for the year ended April 30, 2001 and unaudited
     consolidated financial statements for the nine months ended January 31,
     2002;

(bb) "TRIMBLE SHAREHOLDERS" means the registered holders at the relevant time of
     the Trimble Shares;


                                       3
<PAGE>

(cc) "TRIMBLE SHARES" means the common shares without par value in the capital
     of the Corporation;

(dd) "TSX VENTURE EXCHANGE" means the TSX Venture Exchange; and

(ee) "VALUATION AND FAIRNESS OPINION" means the valuation and fairness opinion
     relating to the Arrangement prepared by Stephen W. Semeniuk, CFA.

1.2      CURRENCY
         --------

         Except as expressly indicated otherwise, all sums of money referred to
in this Agreement are expressed and shall be payable in lawful money of Canada.

1.3      INTERPRETATION NOT AFFECTED BY HEADINGS
         ---------------------------------------

         The division of this Arrangement Agreement into articles, sections,
subsections, paragraphs and sub-paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of the provisions of this Arrangement Agreement. The terms "this
Agreement", "hereof", "herein", "hereunder" and similar expressions refer to
this Arrangement Agreement and the schedules hereto as a whole and not to any
particular article, section, subsection, paragraph or sub-paragraph hereof and
include any agreement or instrument supplementary or ancillary hereto.

1.4      NUMBER AND GENDER
         -----------------

         Unless the context otherwise requires, words importing the singular
number only shall include the plural and vice versa and words importing the use
of either gender shall include both genders and neuter.

1.5      DATE FOR ANY ACTION
         -------------------

         In the event that any day on which any action is required to be taken
hereunder by any person is not a business day in the place where the action is
required to be taken, such action shall be required to be taken on the next
succeeding day which is a business day in such place.

1.6      TIME
         ----

         Time shall be of the essence in each matter or thing herein provided.
Unless otherwise indicated, all times expressed herein are local time,
Vancouver, British Columbia.

                                       4

<PAGE>

1.7      SCHEDULES
         ---------

         The following is the Schedule to this Agreement, which forms an
integral part hereof:

         Schedule "A" -- Plan of Arrangement.


                                    ARTICLE 2
                                   ARRANGEMENT

2.1      ARRANGEMENT
         -----------

         Subject to the terms and conditions of this Agreement:

         (a)  As soon as reasonably practicable after the execution of this
              Agreement, and in any event, before May 28, 2002, the Corporation
              shall: (i) prepare jointly with MFC an application to the Court
              pursuant to Section 192 of the CBCA for an Interim Order on terms
              acceptable to both the Corporation and MFC, each acting
              reasonably, providing for, among other things, the calling and
              holding of the Meeting; and (ii) apply to the Court pursuant to
              Section 192 of the CBCA for the Interim Order;

         (b)  The Corporation shall call and hold the Meeting as soon as
              practicable after obtaining the Interim Order and, in any event,
              by no later than June 28, 2002;

         (c)  In connection with the Meeting, the Corporation shall: (i) in
              consultation with MFC, prepare the Circular and such other
              documents as may be necessary or desirable to permit the Trimble
              Shareholders to vote on whether to approve the Arrangement
              Resolution; (ii) jointly prepare with MFC such other documents as
              may be necessary or desirable to give effect to the Arrangement;
              and (iii) cause the Circular, including the Valuation and Fairness
              Opinion (which shall be included in the Circular), and such other
              documents as may be necessary or desirable to give effect to the
              Arrangement to be sent to each Trimble Shareholder as soon as
              reasonably practicable following receipt of the Interim Order and
              filed as required by the Interim Order and applicable law;

         (d)  If the Arrangement Resolution is approved at the Meeting as set
              out in the Interim Order (or any variation thereof), as soon as
              reasonably practicable thereafter, the Corporation shall take the
              necessary steps to submit the Arrangement to the Court and apply
              for the Final Order in such manner as the Court may direct and MFC
              and the Corporation may agree; and

                                       5
<PAGE>

         (e)  If the Final Order is obtained, as soon as reasonably practicable
              thereafter and subject to the fulfillment or the waiver of each of
              the conditions set out herein, and completion of all steps
              required by the Plan of Arrangement to be completed prior to the
              Effective Date, the Corporation shall file a certified copy of the
              Final Order with the Plan of Arrangement, and such other documents
              as are required to be filed under the CBCA, with the Director to
              give effect to the Arrangement pursuant to Section 192 of the
              CBCA.

         As part of its application for the Interim Order and the Final Order,
the Corporation shall, prior to the hearing in relation to the Final Order,
advise the Court that MFC intends to rely on the exemption from the registration
requirements of the United States Securities Act of 1933 provided by Section
3(a)(10) of that enactment based on the Court's approval of the Arrangement.

2.2      CIRCULAR
         --------

         Each of the parties hereto shall, in a timely and expeditious manner,
furnish to the Corporation all such information regarding itself as may be
reasonably required to be included in the Circular. Each party shall ensure that
the information relating to it contained in the Circular does not contain any
material misrepresentation.

2.3      PUBLIC ANNOUNCEMENT
         -------------------

         (a)  Each party shall consult with the other party before issuing any
              news releases or otherwise making public statements with respect
              to this Agreement or the Arrangement and before making any filing
              with any governmental or regulatory agency or with any stock
              exchange relating to this Agreement or the Arrangement.

         (b)  Before releasing a news release, making any other public
              statement, making a public filing or making a filing with any
              governmental entity, stock exchange or securities quotation system
              with respect to this Agreement or the Arrangement, each party
              shall use all reasonable commercial efforts to allow the other
              party to review and comment on, and shall adopt the other party's
              reasonable comments on, the news release, other public statement
              or filing.


2.4      EFFECTIVE DATE OF ARRANGEMENT
         -----------------------------

         Subject to the terms and conditions of this Agreement and the Plan, the
Arrangement shall become effective on the Effective Date.


                                       6
<PAGE>

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1      REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
         -------------------------------------------------

         The Corporation hereby represents and warrants to and in favour of MFC
that:

         (a)  The Corporation was duly continued and is a valid and subsisting
              corporation under the provisions of the CBCA. The Corporation has
              all requisite corporate power and authority to carry on its
              business as now being carried on by it and to own or lease and
              operate its properties and assets and is duly licensed or
              otherwise qualified to carry on business in each jurisdiction in
              which a material amount of its business is conducted or wherein
              the character of the properties and assets now owned by it makes
              such qualification necessary;

         (b)  As of the date hereof, the authorized capital of the Corporation
              consists of 500,000,000 Trimble Shares of which, as at the date
              hereof, approximately 8,926,487 Trimble Shares are validly issued
              and outstanding as fully paid and non-assessable and 1,693,300
              Trimble Shares are reserved for issuance under the Corporation's
              stock option plan. As of the date hereof, no options to acquire
              Trimble Shares are outstanding. Except as set out herein and in
              the Trimble Disclosure Documents, there are no other options,
              warrants, conversions, privileges, calls or other rights,
              agreements, arrangements, commitments or obligations of the
              Corporation to issue or sell any shares of any capital stock of
              the Corporation or securities or obligations of any kind
              convertible into or exchangeable for any shares of capital stock
              of the Corporation or any other person, nor are there outstanding
              any stock appreciation rights, phantom equity or similar rights,
              agreements, arrangements, or commitments based upon the book
              value, income or any other attribute of the Corporation;

         (c)  Each of the Corporation's subsidiaries is a corporation or other
              business entity duly organized, validly existing and in good
              standing under the laws of its jurisdiction of incorporation or
              organization, except for such failure to be in good standing which
              would not, individually or in the aggregate, be materially
              adverse, and has all requisite corporate power and authority to
              carry on its business as now carried on by it and to own or lease
              and to operate its properties and assets and is duly licensed or
              otherwise qualified in each jurisdiction in which a material
              amount of its business is conducted or wherein the character of
              the properties and assets now owned by it make such qualification
              necessary;

         (d)  The Corporation has no outstanding agreements, subscriptions,
              warrants, options or commitments, nor has it granted any rights or
              privileges capable of becoming an agreement, subscription,
              warrant, option or commitment,


                                       7
<PAGE>

              obligating it to issue any additional securities convertible into
              debt securities or evidence of indebtedness whatsoever except as
              otherwise disclosed in the Trimble Disclosure Documents;

         (e)  The Corporation has the requisite corporate power and authority to
              enter into this Agreement and to perform its obligations
              hereunder. The execution, delivery and performance of this
              Arrangement Agreement and the agreements, documents and
              transactions contemplated herein are within the corporate power
              and authority of the Corporation and have been duly authorized by
              all necessary corporate action by the Corporation and this
              Arrangement Agreement constitutes a valid and binding obligation
              of the Corporation, enforceable in accordance with its terms,
              subject to applicable bankruptcy, insolvency, fraudulent
              conveyance, reorganization or similar laws affecting the rights of
              creditors generally and subject to the general principles of
              equity;

         (f)  The audited consolidated financial statements of the Corporation
              for the financial year ended April 30, 2001 and the unaudited
              interim consolidated financial statements for the nine months
              ended January 31, 2002 present fairly the consolidated financial
              condition and results of operations of the Corporation for the
              respective periods indicated in such consolidated financial
              statements and have been prepared in accordance with GAAP;

         (g)  Since January 31, 2002, there has been no material adverse change
              in the business, operations, properties, assets or condition,
              financial or otherwise, of the Corporation, on a consolidated
              basis, from that shown in the unaudited interim consolidated
              financial statements of the Corporation for the nine month period
              ended January 31, 2002;

         (h)  The Trimble Disclosure Documents were, as of their respective
              dates, in compliance in all material respects with all applicable
              legislation and did not, when filed, contain any material
              misrepresentation;

         (i)  The Corporation is the beneficial owner of its properties and
              assets, with good and marketable title thereto free and clear of
              material encumbrances, except as otherwise disclosed in the
              Trimble Disclosure Documents;

         (j)  The Corporation does not have any liability or obligation
              including, without limitation, tax liabilities, whether accrued,
              absolute, contingent or otherwise, not reflected in the
              Corporation's audited consolidated financial statements for the
              financial year ended April 30, 2001 or the unaudited interim
              consolidated financial statements for the nine months ended
              January 31, 2002, except for liabilities and obligations incurred
              in the ordinary course of business since January 31, 2002, which
              liabilities and obligations are not materially adverse in the
              aggregate;

                                       8
<PAGE>

         (k)  Except as otherwise disclosed in the Trimble Disclosure Documents
              or to MFC, there are no actions, suits, proceedings,
              investigations or outstanding claims or demands, whether or not
              purportedly on behalf of the Corporation or its subsidiaries,
              instituted, pending, or to the knowledge of the Corporation,
              threatened against or affecting the Corporation or its
              subsidiaries at law or in equity or before or by any governmental
              department, commission, board, bureau, agency or institution,
              domestic or foreign, or before any arbitrator, nor is there any
              judgment, order, decree or award of any court or other
              governmental authority having jurisdiction, obtained, pending, or
              to the knowledge of the Corporation, threatened against the
              Corporation or its subsidiaries, which could prevent or materially
              hinder the consummation of the Arrangement or the other
              transactions contemplated by this Agreement or which could result
              in a material adverse change in respect of the Corporation;

         (l)  The business of the Corporation is being conducted in all material
              respects in compliance with all applicable laws, regulations and
              ordinances of all authorities having jurisdiction; and

         (m)  The execution and delivery of this Arrangement Agreement, the
              consummation of the transactions contemplated hereby and the
              fulfilment of or compliance with the terms and provisions hereof
              do not or will not, nor will they with the giving of notice or the
              lapse of time or both: (i) violate any provision of any law or
              provisions of the Charter Documents of the Corporation; (ii)
              conflict with, result in a breach of, constitute default under, or
              accelerate or permit the acceleration of the performance required
              by any material agreement, covenant, undertaking, commitment,
              instrument, judgment, order, decree or award to which the
              Corporation or any subsidiaries of the Corporation is a party or
              by which any of them is bound or to which the property of any of
              them is subject, all as of the Effective Date; or (iii) result in
              the cancellation, suspension or material alteration in the terms
              of any material licence, permit or authority held by the
              Corporation or any subsidiaries of the Corporation or in the
              creation of any lien, charge, security interest or encumbrance
              upon any of the material assets of the Corporation or any
              subsidiaries of the Corporation under such material agreement,
              covenant, undertaking, commitment, instrument, judgment, order,
              decree or award or give to any other person any material interest
              or rights, including rights of purchase, termination, cancellation
              or acceleration under any such material agreement, covenant,
              undertaking, commitment, instrument, judgment, order, decree or
              award.

3.2     REPRESENTATIONS AND WARRANTIES OF MFC
        -------------------------------------

        MFC hereby represents and warrants to and in favour of the Corporation
that:

                                       9
<PAGE>

         (a)  MFC is a valid and subsisting corporation under the laws of the
              jurisdiction of its organization and has all the requisite
              corporate power and authority to carry on its business as now
              being carried on by it and to own or lease and operate its
              properties and assets and to issue MFC Shares pursuant to the
              terms of the Plan of Arrangement, and is duly licensed or
              otherwise qualified to carry on business in each jurisdiction in
              which a material amount of its business is conducted or wherein
              the character of the properties and assets now owned by it makes
              such qualification necessary;

         (b)  Other than pursuant to the terms of this Agreement or as set out
              in the MFC Disclosure Documents, MFC has no outstanding
              agreements, subscriptions, warrants, options or commitments, nor
              has it granted any rights or privileges capable of becoming an
              agreement, subscription, warrant, option or commitment obligating
              MFC to issue MFC Shares;

         (c)  As of the date hereof, the authorized share capital of MFC
              consists of an unlimited number of common shares of which
              12,859,756 common shares are issued and outstanding and an
              unlimited number of class A preferred shares which may be issued
              in one or more series in respect of which the directors of MFC may
              fix the number of class A preferred shares which comprise each
              series and designation, and fix the rights, privileges,
              restrictions and conditions attached to each series. As of the
              date hereof, MFC has authorized 140,000 class A preferred shares,
              series 1, 140,000 class A preferred shares, series A, 100,000
              class A preferred shares, series 2 and 20,000 class A preferred
              shares, series 3 none of which are issued and outstanding;

         (d)  As of the date hereof, 2,762,000 MFC Shares are reserved for
              issuance under MFC's stock option plan and, as at the date hereof,
              888,000 options to acquire MFC Shares pursuant to MFC's stock
              option plan are outstanding;

         (e)  MFC has the requisite corporate power and authority to enter into
              this Agreement and perform its obligations hereunder. The
              execution, delivery and performance of this Agreement and the
              agreements, documents and transactions contemplated herein are
              within the corporate power and authority of MFC and have been duly
              authorized by all necessary corporate action, and this Agreement
              constitutes a valid and binding obligation of MFC, enforceable in
              accordance with its terms, subject to applicable bankruptcy,
              insolvency, fraudulent conveyance, reorganization or similar laws
              affecting the rights of creditors generally and subject to the
              general principles of equity;

         (f)  The audited consolidated financial statements of MFC for the
              financial year ended December 31, 2001 present fairly the
              consolidated financial condition and results of operations of MFC
              for the period indicated in such

                                       10
<PAGE>

              consolidated financial statements and have been prepared in
              accordance with GAAP;

         (g)  Since December 31, 2001, there has been no material adverse change
              in the business, operations, properties, assets or condition,
              financial or otherwise, of MFC, on a consolidated basis, from that
              shown in the audited consolidated financial statements of MFC for
              the year ended December 31, 2001;

         (h)  The MFC Disclosure Documents were, as of their respective dates,
              in compliance in all material respects with all applicable
              legislation and did not, when filed, contain any material
              misrepresentations;

         (i)  MFC is the beneficial owner of its properties and assets, with
              good and marketable title thereto free and clear of material
              encumbrances, except as otherwise disclosed in the MFC Disclosure
              Documents;

         (j)  The MFC Shares issued pursuant to the terms of the Plan of
              Arrangement shall be duly and validly issued and constitute fully
              paid and non-assessable shares of MFC;

         (k)  Except as otherwise disclosed in the MFC Disclosure Documents or
              to the Corporation, there are no actions, suits, proceedings,
              investigations or outstanding claims or demands, whether or not
              purportedly on behalf of MFC or its subsidiaries, instituted,
              pending, or to the knowledge of MFC, threatened against or
              affecting MFC or its subsidiaries at law or in equity or before or
              by any governmental department, commission, board, bureau, agency
              or institution, domestic or foreign, or before any arbitrator, nor
              is there any judgment, order, decree or award of any court or
              other governmental authority having jurisdiction, obtained,
              pending, or to the knowledge of MFC, threatened against MFC or its
              subsidiaries which could prevent or materially hinder the
              consummation of the Arrangement or the other transactions
              contemplated by this Agreement or which could result in a material
              adverse change in respect of MFC;

         (l)  Each of the subsidiaries of MFC that carries on a material portion
              of the business of MFC or which owns a material portion of the
              assets of MFC on a consolidated basis is duly incorporated and is
              a valid and subsisting corporation under the laws of its
              jurisdiction of incorporation and has all requisite corporate
              power and authority to carry on its business as now carried on by
              it and to own or lease and to operate its properties and assets
              and is duly licensed or otherwise qualified in each jurisdiction
              in which a material amount of its business is conducted or wherein
              the character of the properties and assets now owned by it makes
              such qualification necessary;

                                       11
<PAGE>

         (m)  The business of MFC and its subsidiaries is being conducted in all
              material respects in compliance with all applicable laws,
              regulations and ordinances of all authorities having jurisdiction;
              and

         (n)  The execution and delivery of this Arrangement Agreement, the
              consummation of the transactions contemplated hereby and the
              fulfillment of or compliance with the terms and provisions hereof
              do not or will not, nor will they with the giving of notice or the
              lapse of time or both: (i) violate any provision of any law or
              provisions of the Charter Documents of MFC; (ii) conflict with,
              result in a breach of, constitute default under, or accelerate or
              permit the acceleration of the performance required by any
              material agreement, covenant, undertaking, commitment, instrument,
              judgment, order, decree or award to which MFC or any subsidiaries
              of MFC is a party or by which any of them is bound or to which the
              property of any of them is subject, all as of the Effective Date;
              or (iii) result in the cancellation, suspension or material
              alteration in the terms of any material licence, permit or
              authority held by MFC or any subsidiaries of MFC or in the
              creation of any lien, charge, security interest or encumbrance
              upon any of the material assets of MFC or any subsidiaries of MFC
              under such material agreement, covenant, undertaking, commitment,
              instrument, judgment, order, decree or award or give to any other
              person any material interest or rights, including rights of
              purchase, termination, cancellation or acceleration under any such
              material agreement, covenant, undertaking, commitment, instrument,
              judgment, order, decree or award.


                                    ARTICLE 4
                                    COVENANTS

4.1     COVENANTS OF THE CORPORATION
        ----------------------------

        The Corporation hereby covenants and agrees with MFC as follows:

         (a)  Prior to the Effective Date, the Corporation and its subsidiaries
              will carry on business in the ordinary course and will not enter
              into any transaction or incur any obligation or liability out of
              the ordinary course of business prior to the Effective Date,
              except as contemplated herein or otherwise approved by MFC;

         (b)  The Corporation will not, and will not permit any of its
              subsidiaries to, merge into or with or amalgamate or consolidate
              with or enter into any other corporate reorganization with any
              other person or perform any act or enter into any transaction or
              negotiation which interferes or is inconsistent with the
              completion of the transactions contemplated hereby or would render
              inaccurate in any material way any of the representations and
              warranties set forth in Section 3.1 hereof if such representations
              and warranties were made


                                       12
<PAGE>

              at a date subsequent to such act, negotiation or transaction and
              all references to the date of this Agreement were deemed to be
              such later date, except as contemplated in this Agreement or as
              otherwise approved by MFC;

         (c)  Prior to the Effective Date, the Corporation will not split,
              combine or reclassify any of the outstanding Trimble Shares nor
              declare, set aside or pay any dividends on or make any other
              distributions on or in respect of the outstanding Trimble Shares,
              without the prior approval of MFC;

         (d)  Prior to the Effective Date, the Corporation will not sell,
              pledge, encumber, allot, reserve, set aside or issue, authorize or
              propose the sale, pledge, encumbrance, allotment, reservation,
              setting aside or issuance of, or purchase or redeem or propose the
              purchase or redemption of, any Trimble Shares or any shares in its
              capital stock or of any of its subsidiaries or any class of
              securities convertible or exchangeable into, or rights, warrants
              or options to acquire, any shares or other convertible or
              exchangeable securities, without the prior approval of MFC;

         (e)  Prior to the Effective Date, the Corporation will not, whether
              through its board of directors or otherwise, amend, vary or modify
              the Corporation's stock option plan, without the prior approval of
              MFC;

         (f)  Prior to the Effective Date, the Corporation will not sell,
              pledge, encumber, lease or otherwise dispose of any material
              assets, without the prior approval of MFC;

         (g)  Prior to the Effective Date, the Corporation will not guarantee
              the payment of any material indebtedness or incur any material
              indebtedness for money borrowed or issue or sell any debt
              securities, without the prior approval of MFC;

         (h)  Prior to the Effective Date, the Corporation will not, and will
              not permit any of its subsidiaries to, engage in any business,
              enterprise or activity materially different from that carried on
              by it at the date of this Agreement or enter into any transaction
              or incur any obligation if the same would have a material adverse
              effect on the Corporation or the Arrangement, other than in the
              ordinary course of business, without the prior approval of MFC;

         (i)  Prior to the Effective Date, the Corporation will not engage in
              any business, enterprise or activity materially different from
              that carried on by it at the date of this Arrangement Agreement or
              enter into any transaction or incur any obligation if the same
              would have a material adverse effect on the Corporation or the
              Arrangement, other than in the ordinary course of business,
              without the prior approval of MFC;

                                       13
<PAGE>

         (j)  The Corporation will convene the Meeting for the approval of the
              Arrangement and other matters incidental to the Arrangement;

         (k)  The Corporation will perform all such other acts and do such
              things as may be necessary or desirable in order to give effect to
              the Arrangement and, without limiting the generality of the
              foregoing, the Corporation will use its best efforts to apply for
              and obtain:

              (i)    the Interim Order;

              (ii)   the Final Order; and

              (iii)  such other consents, orders and approvals, including,
                     without limitation, the approval of the TSX Venture
                     Exchange, as counsel may advise are necessary or desirable
                     for the implementation of the Arrangement;

         (l)  The Corporation will use all reasonable efforts to cause each of
              the conditions precedent set forth in Article 5 hereof to be
              complied with, on or before the Effective Date; and

         (m)  The Circular will not contain an untrue statement of a material
              fact concerning the Corporation and will not omit to state a
              material fact concerning the Corporation that is required to be
              stated or that is necessary in order to render a statement
              contained therein not misleading in the light of the circumstances
              in which it was made.

4.2      COVENANTS OF MFC
         ----------------

         MFC hereby covenants and agrees with the Corporation as follows:

         (a)  MFC will not, and will not permit any of its subsidiaries to,
              perform any act or enter into any transaction or negotiation which
              interferes or is inconsistent with the completion of the
              transactions contemplated hereby or would render inaccurate in any
              material way any of the representations and warranties set forth
              in Section 3.2 hereof if such representations and warranties were
              made at a date subsequent to such act, negotiation or transaction
              and all references to the date of this Agreement were deemed to be
              such later date, except as contemplated in this Agreement or
              otherwise approved by the Corporation;

         (b)  Prior to the Effective Date, MFC will not alter or amend its
              Charter Documents as the same exist at the date of this Agreement,
              except as contemplated in this Agreement or as otherwise approved
              by the Corporation;

                                       14
<PAGE>

         (c)  Prior to the Effective Date, MFC will not engage in any business,
              enterprise or activity materially different from that carried on
              by it at the date of this Agreement or enter into any transaction
              or incur any obligation if the same would have a material adverse
              effect on MFC or the Arrangement, other than in the ordinary
              course of business, without the prior approval of the Corporation;

         (d)  MFC will, in a timely manner, use reasonable efforts to have the
              MFC Shares approved for quotation on the NASDAQ National Market,
              if applicable;

         (e)  MFC will perform all such other acts and things as may be
              necessary or desirable in order to give effect to the Arrangement;

         (f)  Prior to the Effective Date, MFC will not subdivide, combine or
              reclassify any of the outstanding MFC Shares nor declare, set
              aside or pay any dividends or make any other distributions on or
              in respect of the outstanding MFC Shares, without the prior
              approval of the Corporation;

         (g)  MFC will use all reasonable efforts to cause each of the
              conditions precedent set forth in Article 5 hereof to be complied
              with, on or before the Effective Date; and

         (h)  Subject to the possible occurrence of a material adverse change in
              respect of MFC occurring prior to the Effective Date, the Circular
              will not contain an untrue statement of a material fact concerning
              MFC and will not omit to state a material fact concerning MFC that
              is required to be stated or that is necessary in order to render a
              statement contained therein not misleading in the light of the
              circumstances in which it is made.


                                    ARTICLE 5
                                   CONDITIONS

5.1      MUTUAL CONDITIONS PRECEDENT
         ---------------------------

         The respective obligations of the Corporation and MFC to complete the
transactions contemplated by this Agreement pursuant to Section 192 of the CBCA
to give effect to the Arrangement shall be subject to the satisfaction of the
following conditions:

         (a)  At the Meeting the Capital Reduction Resolution and the
              Arrangement Resolution, with or without amendment, shall have been
              approved by the Trimble Shareholders entitled to vote thereon, in
              accordance with the Interim Order and in accordance with the CBCA;

                                       15
<PAGE>

         (b)  The Interim Order and the Final Order shall have been obtained in
              form and substance satisfactory to the Corporation and MFC, acting
              reasonably, and shall not have been set aside or modified in a
              manner unacceptable to such parties, acting reasonably, on appeal
              or otherwise;

         (c)  All consents, orders, regulations and approvals, including
              regulatory and judicial approvals and orders required, necessary
              or desirable for the completion of the transactions provided for
              in this Agreement and contemplated by the Arrangement shall have
              been obtained or received from the persons, authorities or bodies
              having jurisdiction in the circumstances;

         (d)  The Corporation shall have received any necessary approval of the
              TSX Venture Exchange in respect of the Arrangement subject only to
              such conditions, including filing of documentation, as are
              acceptable to MFC and the Corporation, acting reasonably;

         (e)  The MFC Shares to be issued pursuant to the Arrangement have been,
              if applicable, conditionally approved for quotation on the NASDAQ
              National Market subject only to such conditions, including the
              filing of documentation, as are acceptable to MFC and the
              Corporation, acting reasonably;

         (f)  The distribution of the MFC Shares in the United States pursuant
              to the Arrangement is exempt from registration requirements under
              the United States Securities Act of 1933 and except with respect
              to persons deemed "affiliates" under such enactment, the MFC
              Shares to be distributed in the United States pursuant to the
              Arrangement are not subject to resale restrictions in the United
              States under such enactment;

         (g)  The distribution of the MFC Shares in Canada pursuant to the
              Arrangement is exempt from registration and prospectus
              requirements of applicable Canadian securities legislation and
              except with respect to persons deemed to be "control persons" or
              the equivalent under applicable Canadian securities legislation
              the MFC Shares to be distributed in Canada pursuant to the
              Arrangement are not subject to any resale restrictions under
              applicable Canadian securities legislation;

         (h)  There shall not be in force any law, ruling, order or decree that
              makes it illegal or restrains, or enjoins or prohibits the
              consummation of the transactions contemplated by this Agreement
              and the Arrangement;

         (i)  None of the consents, orders, regulations or approvals
              contemplated herein shall contain terms or conditions or require
              undertakings or security deemed unsatisfactory or unacceptable by
              any of the parties hereto, acting reasonably;

                                       16
<PAGE>

         (j)  There shall not have occurred, developed or come into effect or
              existence any event, action, state, condition or financial
              occurrence of national or international consequence or any law,
              regulation, action, government regulation, inquiry or other
              occurrence of any nature whatsoever that has had or could
              reasonably be expected to have a material adverse effect in
              connection with any of the parties hereto;

         (k)  No judgment or order shall have been issued by any agency, no
              actions, suits or proceedings shall have been threatened or taken
              by any agency, and no law, regulation or policy shall have been
              proposed, enacted, or promulgated or applied: (i) to cease trade,
              enjoin, prohibit or impose material limitations or conditions on
              the completion of the Arrangement or the right of MFC to own or
              exercise full rights of ownership of the Trimble Shares; or (ii)
              that, if the Arrangement were completed, could reasonably be
              expected to have a material adverse effect on any of the parties
              to this Agreement; and

         (l)  This Agreement shall not have been terminated under Article 6.

5.2      CONDITIONS IN FAVOUR OF MFC
         ---------------------------

         The obligations of MFC to complete the transactions contemplated by
this Agreement pursuant to Section 192 of the CBCA to give effect to the
Arrangement shall be subject to the satisfaction of the following conditions,
unless otherwise waived by MFC:

         (a)  the representations and warranties of the Corporation contained in
              this Agreement are true as of the Effective Date (except to the
              extent that the representations and warranties speak as of an
              earlier date, in which event they shall be true as of such earlier
              date) as if made on and as of that date except for any failures or
              breaches of representations and warranties that have not had, or
              would not have, individually or in the aggregate, a material
              adverse effect on the Corporation or prevent or delay the
              completion of the Arrangement or the transactions contemplated by
              this Agreement to be completed on the Effective Date;

         (b)  the Corporation has complied with its obligations under this
              Agreement, except to the extent the failure to comply with those
              obligations has not had, or would not have, individually or in the
              aggregate, a material adverse effect on the Corporation or prevent
              or delay the completion of the Arrangement or the transactions
              contemplated by this Agreement to be completed on the Effective
              Date; and

         (c)  the aggregate number of Trimble Shares in respect of which Trimble
              Shareholders shall have exercised, and not withdrawn the exercise
              of, rights of dissent provided pursuant to the terms of the Plan
              of Arrangement and the Interim Order shall not be in excess of
              892,648 Trimble Shares.

                                       17
<PAGE>


5.3      CONDITIONS IN FAVOUR OF THE CORPORATION
         ---------------------------------------

         The obligations of the Corporation to complete the transactions
contemplated by this Agreement pursuant to Section 192 of the CBCA to give
effect to the Arrangement shall be subject to the satisfaction of the following
conditions:

         (a)  the representations and warranties of MFC contained in this
              Agreement are true as of the Effective Date (except to the extent
              that the representations and warranties speak as of an earlier
              date, in which event they shall be true as of such earlier date)
              as if made on and as of that date except for any failures or
              breaches of representations and warranties that have not had, or
              would not have, individually or in the aggregate, a material
              adverse effect on MFC or prevent or delay the completion of the
              Arrangement or the transactions contemplated by this Agreement to
              be completed on the Effective Date;

         (b)  MFC has complied with its obligations under this Agreement, except
              to the extent the failure to comply with those obligations has not
              had, or would not have, individually or in the aggregate, a
              material adverse effect on MFC or prevent or delay the completion
              of the Arrangement or the transactions contemplated by this
              Agreement to be completed on the Effective Date; and

         (c)  The Corporation shall have received the Valuation and Fairness
              Opinion in form and substance satisfactory to the Corporation.

5.4      MERGER OF CONDITIONS
         --------------------

         The conditions set out in Sections 5.1, 5.2 and 5.3 shall be
conclusively deemed to have been satisfied, waived or released on the acceptance
of the Final Order for filing by the Director.


                                    ARTICLE 6
                            AMENDMENT AND TERMINATION

6.1      AMENDMENT AND VARIATION
         -----------------------

         Subject to Sections 6.2 and 6.5 hereof, this Agreement may, at any
time and from time to time, before and after the holding of the Meeting, but
not later than the Effective Date, be amended or varied by written agreement of
the Corporation and MFC, subject to applicable law, without further notice to or
authorization on the part of the Trimble Shareholders. Without limiting the
generality of the foregoing, any such amendment may: (i) change the time for the
performance of any of the obligations or acts of the parties hereto; (ii) waive
any inaccuracies or modify any representation or warranty contained herein or in
any document to be delivered pursuant hereto; or


                                       18
<PAGE>

(iii) waive compliance with or modify any of the covenants contained herein or
waive or modify the performance of any of the obligations of the parties hereto
contained herein.

6.2      AMENDMENT OF PLAN
         -----------------

         The Plan of Arrangement may be amended, modified or supplemented in
accordance with Section 6 of the Plan of Arrangement.

6.3      RIGHTS OF TERMINATION
         ---------------------

         If any of the conditions contained in Sections 5.1, 5.2 or 5.3 shall
not be fulfilled or performed on or before the Effective Date, the party
hereto not responsible hereunder to fulfill or perform any such condition may
terminate this Agreement by notice to the other party hereto, as the case may
be, in writing, and in such event, the Corporation or MFC, as the case may be,
shall be released from all obligations under this Agreement, all rights of
specific performance by the parties shall terminate and the other party hereto
shall also be released from all obligations hereunder.

6.4      NOTICE OF UNFULFILLED CONDITIONS
         --------------------------------

         If any party hereto shall determine at any time prior to the Effective
Date that it intends to refuse to consummate the Arrangement or any of the
transactions contemplated thereby because of any unfulfilled or unperformed
condition precedent contained in this Arrangement Agreement on the part of
another party hereto to be fulfilled or performed, such party, as the case may
be, shall so notify the other party forthwith upon making such determination in
order that the other party shall have the right and opportunity to take such
steps, at its own expense, as may be necessary for the purpose of fulfilling or
performing such condition precedent within a reasonable period of time.

6.5      MUTUAL TERMINATION
         ------------------

         This Agreement may, at any time before or after the holding of the
Meeting, but no later than the Effective Date, be terminated by agreement in
writing executed by the Corporation and MFC without further action on the part
of the Trimble Shareholders, and if the Effective Date does not occur on or
before July 5, 2002 (the "Termination Date"), each party may unilaterally
terminate this Agreement without further action on the part of the Trimble
Shareholders, which termination shall be effective upon notice thereof being
given to the other party to this Agreement.


                                    ARTICLE 7
                                 INDEMNIFICATION

7.1      INDEMNIFICATION
         ---------------

         Each of the parties hereto (the "Indemnifying Party") hereby undertakes
with the other party to this Arrangement Agreement (the "Indemnified Party") to
indemnify and hold harmless the Indemnified Party from and against all losses,
claims, damages, liabilities, actions or

                                       19
<PAGE>

demands including, without limiting the generality of the foregoing, amounts
paid in any settlement approved by the Indemnifying Party of any action, suit,
proceeding or claim but excluding lost profits and consequential damages of the
Indemnified Party, to which the Indemnified Party may become subject insofar as
such losses, claims, damages, liabilities, actions or demands arise out of or
are based upon any breach of a representation, warranty, covenant or obligation
of the Indemnifying Party contained in this Agreement or any certificate or
notice delivered by it in connection herewith, and will reimburse the
Indemnified Party for any legal or other expenses reasonably incurred by the
Indemnified Party in connection with investigating or defending any such loss,
claim, damage, liability, action or demand.

7.2      DEFENCE
         -------

         Promptly after receipt by the Indemnified Party of notice of a possible
action, suit, proceeding or claim referred to in Section 7.1 hereof, the
Indemnified Party, if a claim in respect thereof is to be made against the
Indemnifying Party under such section, shall provide the Indemnifying Party with
written particulars thereof; provided that the failure to so provide the
Indemnifying Party with such particulars shall not relieve such Indemnifying
Party from any liability which it might have on account of the indemnity
provided for in this Article 7, except insofar as such failure shall prejudice
such Indemnifying Party. The Indemnified Party shall also provide the
Indemnifying Party with copies of all relevant documentation, and unless the
Indemnifying Party assumes the defence thereof, shall keep such Indemnifying
Party advised of the progress thereof and shall keep such Indemnifying Party
advised of all significant actions proposed. An Indemnifying Party shall be
entitled, at its own expense, to participate in and, to the extent that it may
wish, to assume the defence of any such action, suit, proceeding or claim but
such defence shall be conducted by counsel of good standing approved by the
Indemnified Party, such approval not to be unreasonably withheld. Upon the
Indemnifying Party notifying the Indemnified Party of its election so to assume
the defence and retaining such counsel, the Indemnifying Party shall not be
liable to the Indemnified Party for any legal or other expenses subsequently
incurred by it in connection with such defence other than for reasonable costs
of investigation. If such defence is assumed by the Indemnifying Party, it
shall, throughout the course thereof, provide copies of all relevant
documentation to the Indemnified Party, keep such Indemnified Party advised of
the progress thereof and shall discuss with the Indemnified Party all
significant actions proposed. No Indemnifying Party shall enter into any
settlement without the consent of the Indemnified Party, but such consent shall
not be unreasonably withheld. Notwithstanding the foregoing, the Indemnified
Party shall have the right, at the Indemnifying Party's expense, to employ
counsel of their own choice in respect of the defence of any such action, suit,
proceeding or claim if: (i) the employment of such counsel has been authorized
by the Indemnifying Party in connection with such defence; (ii) counsel retained
by the Indemnifying Party or the Indemnified Party shall have advised the
Indemnified Party that there may be legal defences available to it which are
different from or in addition to those available to the Indemnifying Party (in
which event, and to that extent, the Indemnifying Party shall not have the right
to assume or direct the defence on behalf of the Indemnified Party) or that
there may be a conflict of interest between the Indemnifying Party and the
Indemnified Party; or (iii) the Indemnifying Party shall not have assumed such
defence and employed counsel therefor within a reasonable time after receiving
notice of such action, suit, proceeding or claim.

                                       20
<PAGE>

7.3      TERM
         ----

         The obligations of the parties under this Article 7 shall terminate
when the Arrangement is consummated, failing which they shall survive and
continue with respect to all losses, claims, damages, liabilities, actions or
demands, notice of which is given to the Indemnifying Party by the Indemnified
Party, on or before 24 months from the date hereof in compliance with Section
7.2 hereof.


                                    ARTICLE 8
                                     GENERAL

8.1      FURTHER ASSURANCES
         ------------------

         Each party hereto shall, at the request of the other party hereto, do
all such further acts and execute and deliver all such further documents and
instruments as the other party may reasonably require in order to fully
implement the terms and intent of this Agreement and the Arrangement.

8.2      NOTICES
         -------

         All notices which may or are required to be given pursuant to any
provision of this Arrangement Agreement shall be given or made in writing and
shall be served personally or by facsimile, in each case addressed to the
attention of the President, at the administrative offices of the Corporation and
MFC as follows:

         To the Corporation:

                     Suite 1620
                     400 Burrard Street
                     Vancouver, British Columbia  V6C 3A6
                     Attention:  The President

                     Facsimile No. (604) 683-3205

         To MFC:

                     Floor 21, Millenium Tower
                     Handelskai 94-96
                     A-1200
                     Vienna, Austria
                     Attention:  The President

                     Facsimile No. (43) 124 025 310

                                       21
<PAGE>

8.3      BINDING EFFECT
         --------------

         This Agreement shall be binding upon and shall enure to the benefit of
each of the Corporation and MFC and their respective successors and assigns.

8.4      WAIVER
         ------

         Any waiver or release of any of the provisions of this Arrangement
Agreement, to be effective, must be in writing and executed by the party
granting such waiver or release.

8.5      GOVERNING LAW
         -------------

         This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
therein (excluding any conflict of laws, rule or principle which might refer
such construction to the laws of another jurisdiction) and shall be treated in
all respects as a British Columbia contract. The parties hereto irrevocably
attorn to the non-exclusive jurisdiction of the Courts of British Columbia with
respect to any matter arising hereunder or related thereto.

8.6      ENTIRE AGREEMENT
         ----------------

         This Agreement, together with the agreements and other documents herein
or therein referred to, constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or
written, between the parties hereto.

8.7      EXPENSES
         --------

         Unless otherwise provided herein, all expenses incurred in connection
with this Arrangement Agreement and the transactions contemplated hereby and
thereby shall be paid by the party incurring such expenses.

8.8      SEVERABILITY
         ------------

         If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable, then:

         (a)  That provision shall (to the extent of the invalidity, illegality
              or unenforceability) be given no effect and shall be deemed not to
              be part of this Agreement; and

         (b)  The parties hereto shall use all reasonable commercial efforts to
              replace each invalid, illegal or unenforceable provision with a
              valid, legal and enforceable substitute provision, the effect of
              which is as close as possible to the intended effect of the
              invalid, illegal or unenforceable provision.

                                       22
<PAGE>

8.9      PARTIES IN INTEREST
         -------------------

         This Agreement will be binding upon and inure solely to the benefit of
each party hereto, and, other than pursuant to Article 7 hereof, nothing in this
Agreement, express or implied, is intended to or will confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

8.10     COUNTERPARTS
         ------------

         This Agreement may be executed in counterparts and by facsimile and
each counterpart shall be deemed to be an original and all of which shall be
deemed to be one instrument.

IN WITNESS WHEREOF the parties hereto have executed this Arrangement Agreement,
as of the day, month and year first above written.


TRIMBLE RESOURCES CORPORATION


By:      "Michael J. Smith"
         ------------------------------
         Authorized Signatory

Name:    Michael J. Smith
         ------------------------------

Title:   President
         ------------------------------


MFC BANCORP LTD.


By:      "Roy Zanatta"
         ------------------------------
         Authorized Signatory

Name:    Roy Zanatta
         ------------------------------

Title:   Secretary
         ------------------------------


                                       23
<PAGE>



                                   SCHEDULE A
                               Plan of Arrangement




<PAGE>







                          TRIMBLE RESOURCES CORPORATION


                               PLAN OF ARRANGEMENT
                            UNDER SECTION 192 OF THE
                        CANADA BUSINESS CORPORATIONS ACT




1.       SECTION 1 - DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS. In this Plan of Arrangement, including the Schedules
         hereto, unless there is something in the subject matter or context
         inconsistent therewith, the following words and terms shall have the
         following meanings:

         "ARRANGEMENT" means the arrangement to be undertaken in accordance with
         this Plan of Arrangement, subject to any amendment or variation made in
         accordance with this Plan of Arrangement;

         "ARRANGEMENT AGREEMENT" means the arrangement agreement dated May 17,
         2002, between MFC and Trimble;

         "BUSINESS DAY" means any day other than a Saturday, Sunday, a federal
         holiday in Canada or a day on which banks are not open for business in
         Vancouver, British Columbia;

         "CASH ELECTION" has the meaning set forth in Section 3.1;

         "CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c.
         C-44, and the regulations issued thereunder, as amended;

         "COURT" means the Supreme Court of British Columbia;

         "DISSENTING SHAREHOLDER" means a Trimble Shareholder who dissents in
         respect of the Arrangement in strict compliance with the dissent
         procedures set out in Section 4 hereof;

         "EFFECTIVE DATE" means the date on which the Arrangement becomes
         effective in accordance with the CBCA and the Final Order;

         "EFFECTIVE TIME" means the time on the Effective Date that the
         Arrangement becomes effective in accordance with its terms;

         "ELECTION AND TRANSMITTAL FORM" has the meaning set out in Section 3.2;

         "FINAL ORDER" means the order of the Court, as the same may be amended,
         approving the Arrangement in respect of Trimble under the CBCA;

         "INTERIM ORDER" means the order of the Court, as the same may be
         amended, providing for, among other things, the calling and holding of
         the Meeting under the CBCA;

         "MEETING" means the meeting of Trimble Shareholders, and any
         adjournment thereof, to be held to consider and, if deemed advisable,
         approve the Arrangement;


<PAGE>

         "MFC" means MFC Bancorp Ltd., a corporation organized under the laws of
         the Yukon Territory, Canada;

         "MFC SHARES" means the outstanding common shares without par value in
         the capital of MFC to be issued pursuant to Section 2.1;

         "NOTICE OF DISSENT" means a notice given in respect of the dissent
         rights of Trimble Shareholders as contemplated in the Interim Order and
         as described in Section 4 hereof;

         "PERSON" means an individual, a body corporate (wherever incorporated),
         an unincorporated association, syndicate or organization, partnership,
         trust, trustee, executor, administrator or other legal representative;

         "PLAN OF ARRANGEMENT" means this plan of arrangement;

         "SHARE ELECTION" has the meaning set out in Section 3.1;

         "TRANSFER AGENT" means CIBC Mellon Trust Company;

         "TRIMBLE" means Trimble Resources Corporation, a corporation organized
         under the CBCA;

         "TRIMBLE SHAREHOLDERS" means the registered holders at the relevant
         time of the Trimble Shares; and

         "TRIMBLE SHARES" means the common shares without par value in the
         capital of Trimble.

1.2      HEADINGS AND REFERENCES. The headings in this Plan of Arrangement are
         for convenience of reference only and shall not affect the construction
         of this Plan of Arrangement. Unless otherwise specified, references to
         an article, section, subsection, paragraph, subparagraph or schedule by
         any number or letter, or both, refer to the article, section,
         subsection, paragraph, subparagraph or schedule bearing a designation
         in this Plan of Arrangement.


1.3      CURRENCY. Except as expressly indicated otherwise, all sums of money
         referred to in this Plan of Arrangement are expressed and shall be
         payable in lawful money of Canada.


1.4      GENDER AND NUMBER. This Plan of Arrangement shall be read with all
         changes in gender and number required by the context.

1.5      TIME AND DATE FOR ACTION. Time shall be of the essence in each matter
         or thing herein provided. Unless otherwise indicated, all times
         expressed herein are local time, Vancouver, British Columbia. In the
         event that the date on or by which any action is required to be taken
         hereunder is not a business day in the place where the action is
         required to be taken, such action shall be required to be taken on or
         by the next succeeding day which is a business day in such place.



<PAGE>

1.6      GOVERNING LAW. This Plan of Arrangement shall be governed by and
         construed in accordance with the laws of the Province of British
         Columbia and the laws of Canada applicable therein (excluding any
         conflict of laws, rules or principles which might refer such
         construction to the laws of another jurisdiction). All questions as to
         the interpretation, or application, of this Plan of Arrangement and all
         proceedings taken in connection with this Plan of Arrangement and its
         provisions shall be subject to the exclusive jurisdiction of the Court.

1.7      DEEMED. In this Plan of Arrangement, the deeming provisions are not
         rebutable and are conclusive and irrevocable.

1.8      SUCCESSORS, ASSIGNS, ETC. On the Effective Date, this Plan of
         Arrangement will be implemented by the parties to the Arrangement
         Agreement and will be binding upon each of them and the Trimble
         Shareholders (and their respective heirs, executors, administrators,
         legal representatives, successors and assigns).

1.9      LEGISLATION. References in this Plan of Arrangement to any statute or
         sections thereof shall include any statute as amended or substituted,
         and any regulations promulgated thereunder, from time to time in
         effect.

1.10     SCHEDULES. The following is the Schedule to this Plan of Arrangement,
         which forms an integral part hereof:

                  Schedule 1 - Election and Transmittal Form


2.       SECTION 2 - THE ARRANGEMENT

2.1      THE ARRANGEMENT. Commencing at the Effective Time on the Effective
         Date, subject to the provisions of Section 2.2 and Section 5, the
         following shall occur and shall be deemed to occur in the following
         order without any further act or formality, except as otherwise
         provided:

         (a)  each issued and outstanding Trimble Share, not including Trimble
              Shares held by Dissenting Shareholders, shall be acquired by MFC
              and:

              (i)   each Trimble Shareholder who has made the Share Election in
                    respect of an issued and outstanding Trimble Share held by
                    that Trimble Shareholder shall be issued by MFC in exchange
                    for such Trimble Share 0.0139 fully paid MFC Shares or cash
                    in respect of fractional MFC Shares as contemplated by
                    Section 5.1(c); and

              (ii)  each Trimble Shareholder who has made, or pursuant to
                    Section 3.3 is deemed to have made, the Cash Election in
                    respect of an issued and outstanding Trimble Share held by
                    the Trimble Shareholder, or is deemed to have made the Cash
                    Election in respect of an issued and outstanding Trimble
                    Share held by the Trimble Shareholder in accordance with
                    Section 3.3, shall receive from MFC $0.22 in exchange for
                    such Trimble Share;

<PAGE>

         (b)  each Trimble Shareholder who has made or is deemed to have made
              the Cash Election and/or the Share Election shall be deemed to
              have executed and delivered all consents, releases, assignments
              and waivers, statutory or otherwise, required to transfer its
              Trimble Shares in respect thereof in accordance with Sections 2.1
              and 3; and

         (c)  each Trimble Shareholder who has made or is deemed to have made
              the Cash Election and/or the Share Election shall have agreed and
              been deemed to agree that if there is any conflict between the
              provisions, express or implied, of any agreement or other
              arrangement, as at the Effective Date and pursuant to the
              provisions of this Plan of Arrangement, then the provisions of
              this Plan of Arrangement take precedence and priority and the
              provisions of such agreement or other arrangement are amended
              accordingly.


2.2      SHARE REGISTERS. Any person from whom Trimble Shares are acquired
         pursuant to the Arrangement will be removed from the Trimble register
         of shareholders and each Trimble Shareholder who made the Share
         Election will be added to the registers of allotments and members
         shareholders of MFC at the Effective Time in respect of the MFC Shares
         that it received pursuant to the Arrangement.

3.       SECTION 3 - ELECTION BY TRIMBLE SHAREHOLDERS

3.1      ELECTION.  Each Trimble Shareholder shall elect in respect of each
         Trimble Share it holds whether to receive:

         (a)  0.0139 fully paid MFC Shares or cash in respect of fractional MFC
              Shares as contemplated by Section 5.1(c) (a "SHARE ELECTION"); or

         (b)  $0.22 (a "CASH ELECTION").

3.2      ELECTION PROCEDURES.

         (a)  Each Trimble Shareholder must, in respect of Trimble Shares it
              holds, deliver not later than 48 hours before the Effective Date
              written notice substantially in the form specified in Schedule 1
              hereto (the "ELECTION AND TRANSMITTAL FORM") setting forth the
              number of Trimble Shares in respect of which it elects to receive
              either the Share Election and/or the Cash Election.

         (b)  A Trimble Shareholder may, in respect of Trimble Shares it holds,
              make the Cash Election with respect to a portion of its Trimble
              Shares and the Share Election with respect to the balance of its
              Trimble Shares. Such Trimble Shareholder must complete a separate
              Election and Transmittal Form in respect of (i) the Trimble Shares
              in respect of which such Trimble Shareholder is making the Share
              Election and (ii) the Trimble Shares in respect of which such
              Trimble Shareholder is making the Cash Election.

         (c)  To be effective, an Election and Transmittal Form must specify
              whether the Trimble Shareholder is electing to receive the Cash
              Election or the Share Election and the number of Trimble Shares
              with respect to which such election is made.

<PAGE>

         (d)  The Election and Transmittal Form must be accompanied by the
              certificates representing the Trimble Shareholder's Trimble Shares
              in respect of which the election specified in the Election and
              Transmittal Form is made.

         (e)  The Election and Transmittal Form along with the certificates
              representing the Trimble Shareholder's Trimble Shares referred to
              in (d) must be deposited with the Transfer Agent by delivery or
              mail to:

                             CIBC Mellon
                             2001 University St.
                             16th Floor
                             Montreal, Quebec
                             H3A 2A6

3.3      FAILURE TO DELIVER OR PROPERLY COMPLETE AN ELECTION AND TRANSMITTAL
         FORM. A Trimble Shareholder who fails to timely deliver its Election
         and Transmittal Form as provided in Section 3.2 above shall be deemed
         to have irrevocably chosen the Cash Election in respect of all of its
         Trimble Shares. A Trimble Shareholder whose Election and Transmittal
         Form is incomplete or improperly completed shall be deemed to have
         irrevocably chosen the Cash Election in respect of those Trimble Shares
         referred to in the Election and Transmittal Form in respect of which no
         election is properly made.

3.4      FORFEITURE OF ENTITLEMENT. A Trimble Shareholder who has failed to
         provide an Election and Transmittal Form and the certificates
         representing the Trimble Shareholders' Trimble Shares within two years
         of the Effective Date will, subject to the requirements of the
         applicable law with respect to unclaimed property, forfeit all rights
         such Trimble Shareholder has with respect to the cash payment pursuant
         to the Cash Election and all such funds so forfeited will be returned
         to MFC.

3.5      DETERMINATIONS FINAL. All decisions regarding the compliance or
         non-compliance by a Trimble Shareholder with the election procedures
         set forth in this Section 3, including, without limitation, the
         interpretation of Election and Transmittal Forms, shall be made by MFC
         and all such decisions shall be final and binding on Trimble
         Shareholders.

4.       SECTION 4 - TRIMBLE DISSENT RIGHTS


4.1      RIGHTS OF DISSENT. A Trimble Shareholder may, in respect of Trimble
         Shares it holds, exercise rights of dissent conferred by the Interim
         Order in connection with the Arrangement in the manner set out in
         Section 190 of the CBCA, as modified by the Interim Order. Without
         limiting the generality of the foregoing or Section 190(11) of the
         CBCA, any Trimble Shareholder who has given a Notice of Dissent shall
         cease to be entitled to the rights of a Dissenting Shareholder for
         Trimble Shares in respect of which the Notice of Dissent was given if
         such Trimble Shareholder completes and delivers to the Transfer Agent
         an Election and Transmittal Form in respect of such Trimble Shares,
         notwithstanding any deficiency referred to in Section 3.3 above in the
         manner such Election and Transmittal Form was completed.

<PAGE>

4.2      RIGHTS OF DISSENTING SHAREHOLDERS. In the event a Trimble Shareholder
         gives a Notice of Dissent but is not entitled, for any reason, to be
         paid the fair value of the Trimble Shares in respect of which the
         Notice of Dissent was given pursuant to Section 190 of the CBCA and the
         terms of the Interim Order, such Trimble Shareholder shall be entitled
         to receive only the consideration contemplated by Section 2.1(a)(ii)
         hereof which such Trimble Shareholder would have received pursuant to
         the Arrangement if such Trimble Shareholder had not given a Notice of
         Dissent.

5.       SECTION 5 - CASH AND CERTIFICATES


5.1      RIGHTS TO PAYMENT AND SHARE CERTIFICATES.

         (a)  On the Effective Date:

              (i)   the registers of Trimble for the Trimble Shares shall be
                    closed;

              (ii)  each Trimble Shareholder, other than a Dissenting
                    Shareholder, whose name is entered in the registers of
                    Trimble Shareholders on the Effective Date shall cease to be
                    a Trimble Shareholder and each Trimble Shareholder who
                    made the Share Election shall become concurrently the holder
                    of the MFC Shares required to be delivered to it pursuant to
                    the provisions hereof Arrangement;

              (iii) MFC shall cause the Transfer Agent to enter the name of each
                    Trimble Shareholder who made the Share Election, other than
                    a Dissenting Shareholder, on the MFC share register as the
                    holder of the MFC Shares required to be delivered to it
                    pursuant to the provisions of the Arrangement; and

              (iv)  MFC shall be entered on the Trimble register of Trimble
                    shareholders as the holder of all of the issued and
                    outstanding Trimble Shares.

         (b)  As soon as practicable following the Effective Date, but in no
              event later than the end of the third business day thereafter, MFC
              shall cause the Transfer Agent to forward, or cause to be
              forwarded, by mail to each Trimble Shareholder whose name has been
              entered on the MFC share register pursuant to Section 5.1(a)(iii)
              at the address specified in the register of Trimble, or to such
              other person, at such other address, as such Trimble Shareholder
              may direct, or make available for pick-up, a certificate
              registered in the name of that Trimble Shareholder representing
              the MFC Shares and a cheque representing any cash payment required
              to be delivered to such Trimble Shareholder pursuant to the
              provisions hereof.

         (c)  No certificates representing fractional MFC Shares shall be
              issued. In lieu of any such fractional securities, each person
              that otherwise would be entitled to a fractional interest in an
              MFC Share will receive a cash payment in accordance with Section
              5.3 mutatis mutandis. For greater certainty all fractional MFC
              Shares which a Trimble Shareholder is entitled to receive shall be
              aggregated and

<PAGE>

              only any fraction remaining thereafter shall be the subject of a
              cash payment under this Section 5.1(c). No payments will be made
              to persons that otherwise would receive less than $1.00.

         (d)  Any Dissenting Shareholder who, after the Effective Date, fails to
              strictly comply with the procedures set forth in Section 4 shall
              be deemed to have irrevocably chosen the Cash Election and shall
              thereupon be entitled to the cash payment to which it would have
              been entitled on the Effective Date if it was not a Dissenting
              Shareholder at that time in respect of Trimble Shares it held. The
              Dissenting Shareholder shall receive payment in respect of Trimble
              Shares pursuant to the Arrangement.

5.2      ILLEGALITY OF DELIVERY OF MFC SHARES. Notwithstanding the foregoing, if
         it appears to MFC, acting reasonably, that it would be contrary to
         applicable law to issue MFC Shares pursuant to the Arrangement to a
         person that is not a resident of Canada or the United States, the MFC
         Shares that otherwise would be issued to that person shall be issued
         and delivered to the Transfer Agent for sale by the Transfer Agent on
         behalf of that person.

5.3      SALES BY TRANSFER AGENT. All MFC Shares to be sold pursuant to Section
         5.2 shall be pooled and sold as soon as practicable after the Effective
         Date, on such dates and at such prices as the Transfer Agent determines
         in its sole discretion. The Transfer Agent shall not be obligated to
         seek or obtain a minimum price for any of the MFC Shares sold by it.
         Each person that otherwise would have received an MFC Share pursuant to
         this Arrangement shall receive a pro rata share of the cash proceeds
         from the sale of the MFC Shares sold by the Transfer Agent, less any
         amount withheld in respect of Canadian taxes, in lieu thereof in
         consideration for the Trimble Shares. No payments will be made to
         persons that otherwise would receive less than $1.00. Any monies
         remaining as a result of the preceding sentence shall be applied to any
         expenses incurred in connection with sales pursuant to this Section
         5.3. Neither MFC nor the Transfer Agent shall be liable for any
         shortfall or loss resulting from any such sales.

5.4      LOST OR DESTROYED CERTIFICATES. In the event any certificate which
         immediately prior to the Effective Time represented one or more
         outstanding Trimble Shares that were exchanged pursuant to Section 2.1
         shall have been lost, stolen or destroyed, upon the making of an
         affidavit of that fact by the person claiming such certificate to be
         lost, stolen or destroyed, the Transfer Agent will issue in exchange
         for such lost, stolen or destroyed certificate, a certificate
         representing the MFC Shares and/or the cash payment to which such
         person claims to be entitled in the Election and Transmittal Form. When
         requesting such delivery of such certificate representing MFC Shares
         and/or payment in exchange for such lost, stolen or destroyed
         certificate, the person to whom such certificate and/or cash is to be
         delivered shall as a condition precedent to the delivery of such
         certificate and/or cash, give a bond satisfactory to MFC and the
         Transfer Agent in such sum as MFC may direct, or otherwise indemnify
         MFC in a manner satisfactory to MFC, against any claim that may be made
         against MFC with respect to the certificate alleged to have been lost,
         stolen or destroyed.

<PAGE>

6        SECTION 6 - AMENDMENT


6.1      PLAN OF ARRANGEMENT AMENDMENT.

         (a)  MFC and Trimble reserve the right to amend, modify and/or
              supplement this Plan of Arrangement at any time and from time to
              time, provided that any such amendment, modification or supplement
              is to be contained in a written document which is filed with the
              Court and approved by the Court and communicated to the Trimble
              Shareholders in the manner required by the Court, if so required.

         (b)  Any amendment, modification or supplement to this Plan of
              Arrangement may be proposed by MFC and Trimble at any time prior
              to or at the Meeting with or without any other prior notice or
              communication and, if so proposed and accepted by the persons
              voting at the Meeting, shall become part of this Plan of
              Arrangement for all purposes.


         (c)  Any amendment, modification or supplement to this Plan of
              Arrangement that is approved or directed by the Court following
              the Meeting shall be effective only if it is consented to by MFC
              and Trimble.